EXHIBIT 10.7
CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (the "Master Agreement")
is entered into as of this ,30th day of June, 1997, between CSG Systems, Inc., a
Delaware corporation with offices at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxxx 68
! 64 CCSG"), and TVN Entertainment Corporation, a Delaware corporation with
offices at 0000 Xxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, (the
"Customer"). CSG and Customer agree as follows:
Subject to the terms and conditions of this Master Agreement, Customer hereby
agrees to purchase and/or license from CSG its subscriber management system
solution utilizing the CSG services and products which are identified, provided
and/or licensed as set forth in the attached Schedules which are hereby
incorporated into and made a part of this Master Agreement by this reference,
including, but not necessarily limited to:
. Schedule A - CSG's CCS system for subscriber video billing management
----------
(the "CCS Services").
. Schedule B - CSG technical and consulting services (the "Technical
----------
Services").
. Schedule C - CSG's, CSG Vantage/TM, /ACSR/TM, /Computer Based
----------
Training and ACSR AOI add-on products (the "CCS Products").
. Schedule G - CSG's Print and Mail services (the "Print and Mail
----------
Services").
The CCS Services, the Technical Services, the Print and Mail Services, and any
other CSG service subsequently provided in an executed Schedule attached to this
Master Agreement are collectively referred to in this Master Agreement as the
"Services". CSG's CSG Vantage/TM, /ACSR/TM, /Computer Based Training and ACSR
AOI add-on products, and any other CSG product subsequently licensed to Customer
in an executed Schedule attached to this Master Agreement are collectively
referred to in this Master Agreement as the "Products".
GENERAL TERMS AND CONDITIONS
1. FEES AND EXPENSES. The Products and Services will be provided by CSG for the
fees set forth on Schedule F. Customer shall also reimburse CSG for reasonable
----------
out-of-pocket expenses, including Customer approved travel and travel-related
expenses that are consistent with CSG's standard travel reimbursement policies,
incurred by CSG in connection with CSG's performance of its obligations under
this Master Agreement.
2. INVOICES. Unless otherwise provided herein, Customer shall pay amounts due
hereunder within thirty (30) days after receipt of invoice therefor. Any amount
not paid when due shall thereafter bear interest until paid at a rate equal to
the lesser of one and one-half percent (1 1/2%) per month or the maximum rate
allowed by applicable law.
3. TAXES. All amounts payable by Customer to CSG under this Master Agreement are
exclusive of any applicable value added, use, sales, service, property or other
taxes, tariffs or contributions that may be assessable in connection with this
Agreement. Customer will pay any applicable value added, use, sales, service,
property or other taxes, tariffs or contributions, in addition to the amount due
and payable. Customer will promptly furnish CSG with the official receipt of
payment of these taxes to the appropriate taxing authority.
4. ADJUSTMENT TO FEES. For all products and services purchased initially under
this Agreement, CSG shall not adjust any of the fees specified in Schedule F or
-----------
otherwise specified in Schedules hereto prior to the first anniversary date of
the Effective Date (as defined below in Section 16). Thereafter, CSG may from
time to time by giving Customer at least thirty (30) days prior written notice
thereof, adjust any or all such fees; provided, however, that the amount of all
such increases during any 12-month period shall not on the average exceed six
percent (6%) or 100 percent of the percentage increase in the Consumer Price
Index, Urban Consumers, All Cities Averaged 1982-84 Equals 100, during the prior
calendar year as published by the U.S. Department of Labor or any successor
index, whichever is greater.
5. SHIPMENT. CSG will ship the Products, any Incorporated Third Party Sol, rare,
and any other third party software from its distribution center, subject to
delays beyond CSG's control. CSG will select the method of shipment via tape or
by electronic file transfer for Customer's account. The license granted for the
Products as set forth in the Schedule(s) commences upon CSG's delivery of the
Products to the carrier for shipment to Customer. Upon timely notice by Customer
to CSG, CSG will promptly replace, at CSG's expense, any Products that are lost
or damaged while in route to Customer.
6. EQUIPMENT PURCHASE. Customer is fully responsible for obtaining and
installing all computer hardware, software, peripherals and necessary
communications facilities, including, but not limited to printers, servers,
power supply, workstations, printers, concentrators, communications equipment,
and routers (the "Required Equipment") that are necessary at Customer's place of
business in order for Customer to utilize the Services and the Products as
defined in this Master Agreement. Customer shall bear responsibility for the
Required Equipment, including, but not limited to, the costs of procuring,
installing, operating and maintaining such Required
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
Equipment. At Customer's request and subject to the terms and conditions of
Schedule B, CSG will consult with, assist and advise Customer regarding
----------
Customer's discharge of its responsibilities with respect to the Required
Equipment, and CSG will obtain for Customer any Required Equipment at CSG's
then-current prices and on terms and conditions set forth in a separately
executed purchase agreement.
7. PRODUCTS WARRANTIES AND REMEDIES.
(a) Limited Warranty. Except as provided in Section 9 and 10, CSG warrants that
----------------
(i) the Products will conform to CSG's published specifications in effect on the
date of delivery and (ii) the Products will perform in a certified "Designated
Environment" (as defined in the applicable Schedules, attached hereto)
---------
substantially as described in the accompanying Documentation for a period of
ninety (90) days after the date of delivery (the "Warranty Period").
Notwithstanding the foregoing, if Customer modifies VantagePoint by altering any
of the source code provided by CSG, this limited warranty will be void as it
relates to VantagePoint. Except as set forth in Schedule H, CSG provides all
----------
third party software, including the "Incorporated Third Party Software" (as
defined below in Section 8), AS IS. Customer acknowledges that (i) the Products
and the Incorporated Third Party Software may not satisfy all of Customer's
requirements and (ii) the use of the Products and the Incorporated Third Party
Software may not be uninterrupted or error-free. Customer further acknowledges
that (i) the fees set forth in Schedule F and other charges contemplated under
----------
this Master Agreement are based on the limited warranty, disclaimers and
limitation of liability specified in this Section and Sections 9, 10, 13, 14,
and 15 and (ii) such charges would be substantially higher if any of these
provisions were unenforceable.
(b) Remedies. In case of breach of warranty or any other duty related to the
--------
quality of the Products, CSG or its representative will correct or replace any
defective Product or, if not practicable, CSG will accept the return of the
defective Product and refund to Customer (i) the amount actually paid to CSG
allocable to the defective Product, and (ii) a pro rata share of the maintenance
fees that Customer actually paid to CSG for the period that such Product was not
usable. Customer acknowledges that this Subsection 7(b) sets forth Customer's
exclusive remedy, and CSG's exclusive liability, for any breach of warranty or
other duty related to the quality of the Products. THE REMEDIES SET FORTH IN
THIS PARAGRAPH ARE SUBJECT TO THE "LIMITATION OF REMEDIES" SET FORTH BELOW IN
SECTION 14.
8. INCORPORATED THIRD PARTY SOFTWARE OR THIRD PARTY RIGHTS. Customer
acknowledges that the Products incorporate certain third party computer programs
and documentation (the "Incorporated Third Party Software") and/or the Products
are licensed and the Services are offered under certain third party patent,
copyright or other rights (the "Third Party Rights"), which are subject to the
additional or alternative terms and conditions set forth in Schedule H, as
----------
applicable (the "Incorporated Licenses"). In case of any conflict between this
Master Agreement and the Incorporated Licenses, the terms of the Incorporated
Licenses will prevail with respect to the Incorporated Third Party Software or
the Third Party Right. Customer will be responsible for paying any fees for the
Incorporated Third Party Software that may be due in connection with this Master
Agreement. CSG will be responsible for paying any fees for the Third Party
Rights that may be due in connection with this Master Agreement. Customer will
execute the additional documents that such vendors may require to enable CSG to
deliver the Incorporated Third Party Software to Customer. Except as otherwise
provided in Schedule H, CSG makes no warranty and provides no indemnity with
----------
respect to the Incorporated Third Party Soitware or the Third Party Rights.
9. OTHER THIRD PARTY SOFTWARE. Customer acknowledges that CSG will deliver the
System together with certain third party software other than Incorporated Third
Party Software, and that Customer's rights and obligations with respect to such
other third party software are subject to the license terms accompanying the
specific item of third party software. CSG is not a party to any license between
Customer and any licensor of such third party software, and CSG makes no
warranty and provides no indemnity with respect thereto.
10. TECHNICAL SERVICES WARRANTY. CSG represents and warrants that (i) CSG will
perform the Technical Services in a good workmanlike manner and (ii) the
Deliverables as defined in Schedule B will substantially conform to the
----------
applicable specifications set forth in any executed Statement of Work attached
to Schedule B for a period of ninety days aider the date of completion of the
----------
Deliverables as set forth on the applicable Statement of Work. In case of breach
of this Technical Services' warranty or any other legal duty to Customer for the
Technical Services, CSG's exclusive liability, and Customer's exclusive remedy,
will be to obtain (i) the reperformance of the Technical Service or the
correction or replacement of the Deliverable or (ii) if CSG determines that such
remedies are not practicable, a refund of the Project Fees (as defined in
Schedule B) allocable to such Technical Service or Deliverable. ALL OTHER
----------
WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT), ARE HEREBY DISCLAIMED.
11. REPORTING. On a quarterly basis, within thirty (30) days of the end of every
calendar quarter, Customer shall provide CSG with a quarterly report setting
forth the then current number of subscribers processed by Customer and the
number of concurrent users of the Products and any Incorporated Third Party
Software by setting forth the number of workstations/seats utilizing each of the
Products and any Incorporated Third Party Software.
12. INDEMNITY.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
(a) Indemnity. Except as provided in Exhibit C-1 or in the case of any claim
---------
arising from or in connection with the Third Party Rights specified in Schedule
--------
H, if an action is brought against Customer claiming that the Products infringe
-
a patent, copyright or other intellectual property right within the jurisdiction
where the "Designated Environment" (as defined in the applicable Schedules,
---------
attached hereto) is situated (the "Territory"), CSG will defend Customer at
CSG's expense and, subject to this Section and Section 15, pay the damages and
costs finally awarded against Customer in the infringement action, but only if
(i) Customer notifies CSG promptly upon learning that the claim might be
asserted, (ii) CSG has sole control over the defense of the claim and any
negotiation for its settlement or compromise and (iii) Customer takes no action
that, in CSG's reasonable judgment, is contrary to CSG's interest.
(b) Alternative Remedy. If a claim described in Section 12(a.) may be or has
------------------
been asserted, Customer will permit CSG, at CSG's option and expense, to (i)
procure the right to continue using the Product, (ii) replace or modify the
Product to eliminate the infringement while providing functionally equivalent
performance or (iii) accept the return of the Product and refund to Customer the
amount of the fees actually paid to CSG and allocable for such Product, less
amortization based on a 5-year straight-line amortization schedule and a pro
rata share of any maintenance fees that Customer actually paid to CSG for the
period that such Product was not usable.
(c) Limitation. CSG shall have no indemnity obligation to Customer under this
----------
Section if the patent or copyright infringement claim results from (i) a
correction or modification of the Product provided by Customer or Customer's
agent, (ii) the failure to promptly install an Update or Enhancement provided by
CSG and made known to Customer by CSG (as defined in the applicable Schedules,
---------
attached hereto) or (iii) the combination of the Product with other items not
provided by CSG.
13. PAY-PER-VIEW LIABILITY. Notwithstanding anything to the contrary herein,
CSG's total liability with respect to each pay-per-view event for any and all
claims, damages, losses or expenses incurred by Customer arising directly or
indirectly out of CSG's processing of pay-per-view information shall be limited
to the amount of fees actually received by CSG from Customer applicable to such
pay-per-view processing services related to the specific event giving rise to
such liability.
14. LIMITATION OF REMEDIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS MASTER
AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
GUARANTEES WITH RESPECT TO THE PRODUCTS, THE INCORPORATED THIRD PARTY SOFTWARE,
OTHER THIRD PARTY SOFTWARE, AND THE SERVICES, WHETHER EXPRESS OR IMPLIED,
ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
SATISFACTION, FITNESS FOR PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT) ARE
HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES THAT THE
PRODUCTS AND SERVICES BEING PROVIDED AS AGREED TO HEREIN ENTAIL THE LIKELIHOOD
OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING, BUT
NOT LIMITED TO, INADVERTENT MUTILATION OF DOCUMENTS AND LOSS OF DATA, WHICH MAY
GIVE RISE TO LOSS OR DAMAGE. CUSTOMER AGREES THAT CSG SHALL NOT BE LIABLE DUE TO
SUCH ERRORS, OMISSIONS, DELAYS AND LOSSES UNLESS CAUSED BY CSG'S GROSS
NEGLIGENCE OR WILLFUL AND INTENTIONAL MISCONDUCT.
15. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES WILL CSG OR ITS RELATED
PERSONS BE LIABLE TO CUSTOMER OR CSG'S LICENSORS AND VENDORS BE LIABLE TO
CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON
CUSTOMER'S CLAIMS OR THOSE OF ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO,
CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, THE
INCORPORATED THIRD PARTY SOFTWARE, OR OTHER THIRD PARTY SOFTWARE, RESULTING
REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR
AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS),
ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF
CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.
IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, ITS LICENSORS OR ITS VENDORS
MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY
CUSTOMER ALLOCABLE TO THE SPECIFIC ITEM OR SERVICE THAT DIRECTLY CAUSED THE
DAMAGE. DESPITE THE FOREGOING EXCLUSION AND LIMITATION, THIS SECTION WILL NOT
APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY.
16. TERM. This Master Agreement shall be effective on the date of execution and
acceptance by CSG (the "Effective Date"). Unless terminated pursuant to Section
17, this Master Agreement shall continue for a period of five (5) years from the
Effective Date (the "Initial Term") and shall automatically be extended for
additional one-year terms (the "Additional Terms") unless either party gives the
other party at least six (6) months prior written notice of such party's intent
not to extend, but in any case the term of this Master Agreement shall extend
for the term of any license granted under an executed Schedule hereto. The term
of any specific license for the Products and the term for any specific Services
to be provided shall be set forth in the Schedules attached hereto and shall be
effective from the date set forth therein and continue as provided for therein,
unless terminated pursuant to Sections 17 of this Master Agreement.
17. TERMINATION. This Master Agreement or any one or more of the Schedules
attached hereto may be terminated for cause as follows:
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
(a) If either party materially or repeatedly defaults in the performance of
their respective obligations hereunder, except for Customer's obligation
to pay fees, and fails either to substantially cure such default within
thirty (30) days alter receiving written notice specifying the default or,
for those defaults which cannot reasonably be cured within thirty (30)
days, promptly commence curing such default and thereafter proceed with
all due diligence to substantially cure such default, then the party not
in default may, by giving written notice to the defaulting party,
terminate this Master Agreement or any one or more of its Schedules as of
a date specified in such notice of termination.
(b) If Customer fails to pay when due any amounts owed hereunder, then CSG
may, by giving written notice thereof to Customer and providing Customer
an opportunity to cure such default within five (5) business days,
terminate this Master Agreement or at CSG's option, CSG may terminate any
one or more of the Schedules attached hereto, as of a date specified in
such notice of termination.
(c) In the event that either party hereto becomes or is declared insolvent or
bankrupt, is the subject of any proceedings related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for it,
makes an assignment for the benefit of all or substantially all of its
creditors, or enters into an agreement for the composition, extension or
readjustment of all or substantially all of its obligations, then the
other party hereto may, by giving written notice thereof to such party,
terminate this Master Agreement as of the date specified in such notice of
termination.
(d) If Customer or any of Customer's employees or consultants breach any term
or condition of any Schedule attached hereto for the license of software
or products distributed by or through CSG, including the Incorporated
Third Party Software, CSG may, at CSG's option, terminate the Master
Agreement or terminate any one or more of the Schedules attached hereto
upon 30 days advance written notice and without judicial or administrative
resolution. Customer shall, however, be provided five (5) business days to
cure such default.
Upon the termination of the Master Agreement or any one or more of the Schedules
attached hereto, for any reason, all rights granted to Customer under this
Master Agreement or the terminated Schedule(s) will cease, and Customer will
promptly (i) purge all the Products from the Designated Environment and all of
Customer's other computer systems, storage media and other files; (ii) destroy
the Products and all copies thereof; (iii) deliver to CSG an affidavit which
certifies that Customer has complied with these termination obligations; and
(iv) pay to CSG all fees that are due pursuant to this Master Agreement.
Notwithstanding the foregoing, if only one or more of the Schedules are
terminated, Customer must comply with the requirements of this paragraph only
with respect to the specific Products set forth in the terminated Schedule(s).
18. TERMINATION ASSISTANCE. Upon expiration or earlier termination of this
Master Agreement or termination of Schedule A by either party for any reason,
-----------
CSG will provide Customer, reasonable termination assistance for up to ninety
(90) days relating to the transition to another vendor. This termination
assistance will be provided to Customer at CSG's then standard rates unless CSG
has materially defaulted under the terms of this Master Agreement. If this
Master Agreement expires or is terminated earlier by CSG, then Customer will pay
CSG, in advance, on the first day of each calendar month and as a condition to
CSG's obligation to provide termination assistance to Customer during that
month, an amount equal to CSG's reasonable estimate of the total amount payable
to CSG for such termination assistance for that month.
19. CONFIDENTIALITY.
(a) Definition. Customer and CSG will provide to each other or will come into
----------
possession information relating to each other's business, CSG's Products and
Services and the Incorporated Third Party Sof~vare which is considered
confidential (the "Confidential Information"). Customer acknowledges that
confidentiality restrictions are imposed by CSG's licensors or vendors.
Confidential Information shall include, without limitation, all of Customer's
and CSG's trade secrets, and all know-how, design, invention, plan or process
and Customer's data and information relating to Customer's and CSG's respective
business operations, services, products, research and development, CSG's
vendors' or licensors' information and products, and all other information that
is marked "confidential" or "proprietary" prior to or upon disclosure, or which,
if disclosed orally, is identified by the disclosing party at the time as being
confidential or proprietary and is confirmed by the disclosing party as being
Confidential Information in writing within thirty (30) days after its initial
disclosure.
(b) Restrictions. Each party shall use its reasonable best efforts to maintain
------------
the confidentiality of such Confidential Information and not show or otherwise
disclose such Confidential Information to any third parties, including, but not
limited to, independent contractors and consultants, without the prior written
consent of the disclosing party. Each party shall use the Confidential
Information solely for purposes of performing its obligations under this Master
Agreement. Each party shall indemnify the other for any loss or damage the other
party may sustain as a result of the wrongful use or disclosure by such party
(or any employee, agent, licensee, contractor, assignee or delegate of the other
party) of its Confidential Information. Customer will not allow the removal or
defacement of any confidentiality or proprietary notice placed on any CSG
documentation or products. The placement of copyright notices on these items
will not constitute publication or otherwise impair their confidential nature.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
(c) Disclosure. Neither party shall have any obligation to maintain the
----------
confidentiality of any Confidential Information which: (i) is or becomes
publicly available by other than unauthorized disclosure by the receiving party;
(ii) is independently developed by the receiving party; or (iii) is received
from a third party who has lawfully obtained such Confidential Information
without a confidentiality restriction. If required by any court of competent
jurisdiction or other governmental authority, the receiving party may disclose
to such authority, data, information or materials involving or pertaining to
Confidential Information to the extent required by such order or authority,
provided that (a) the receiving party gives prompt, written notice to the
disclosing party of the attempt to mandate disclosure; and (b) the receiving
party shall first have used its best efforts to obtain a protective order or
other protection reasonably satisfactory to the disclosing party sufficient to
maintain the confidentiality of such data, information or materials. If an
unauthorized use or disclosure of Confidential Information occurs, the parties
will take all steps which may be available to recover the documentation and/or
products and to prevent their subsequent unauthorized use or dissemination.
(d) Limited Access. Each party shall limit the use and access of Confidential
--------------
Information to such party's bona fide employees or agents, including independent
auditors and required governmental agencies, who have a need to know such
information for purposes of conducting the receiving party's business and who
agree to comply with the use and non-disclosure restrictions applicable to the
products and documentation under this Master Agreement. If requested, receiving
party shall cause such individuals to execute appropriate confidentiality
agreements in favor of the disclosing party. Each party shall notify all
employees and agents who have access to Confidential Information or to whom
disclosure is made that the Confidential Information is the confidential,
proprietary property of the disclosing party and shall instruct such employees
and agents to maintain the Confidential Information in confidence.
20. SURVIVAL. Termination of this Master Agreement shall not impair either
party's then accrued rights, obligations, liabilities or remedies.
Notwithstanding any other provisions of this Master Agreement to the contrary,
the terms and conditions of Sections 7, 8, 9, 10, 13, 14, 15, 17, 18, 19, 20,
23, and 30 shall survive the termination of this Master Agreement.
21. EXCLUSIVITY. This section intentionally omitted.
22. NATURE OF RELATIONSHIP. CSG, in furnishing Services and licensing Products
to Customer hereunder, is acting only as an independent contractor. CSG does not
undertake by this Master Agreement or otherwise to perform any obligation of
Customer, whether regulatory or contractual, or to assume any responsibility for
Customer's business or operations. Customer understands and agrees that CSG may
perform similar services for third parties and license same or similar products
to third parties. Nothing in this Master Agreement shall be deemed to constitute
a partnership or joint venture between CSG and Customer. Neither party shall
hold itself out as having any authority to enter into any contract or create any
obligation or liability on behalf of or binding upon the other party.
23. OWNERSHIP. All trademarks, service marks, patents, copyrights, trade secrets
and other proprietary rights in or related to the Products, the "Deliverables"
as defined under Schedule B, the Incorporated Third Party Software and other
----------
third party software (collectively the "Software Products") are and will remain
the exclusive property of CSG or its licensors, whether or not specifically
recognized or perfected under applicable law. Customer will not take any action
that jeopardizes CSG's or its licensor's proprietary rights or acquire any right
in the Soft-xxxx Products, except the limited use rights specified in the
Schedules to this Master Agreement. CSG or its licensor will own all rights in
any copy, translation, modification, adaptation or derivation of the Software
Products, including any improvement or development thereof. Customer will
obtain, at CSG's request, the execution of any instrument that may be
appropriate to assign these rights to CSG or its designee or perfect these
rights in CSG's or its licensor's name. Customer shall remain the sole and
exclusive owner of all right, title and interest in and to all trademarks owned
by Customer.
24. RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or
any of its agencies is subject to restrictions set forth in the Commercial
Computer Software and Commercial Computer Sol, rare Documentation clause at
DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause
at FAR 52.227.19(c) CSG Systems, Inc., 0000 Xxxxx x00xx Xxxxxx, Xxxxx, Xxxxxxxx
00000.
25. INSPECTION. During the term of this Master Agreement and for twelve (12)
months after its termination or expiration for any reason, CSG or its
representative may, upon reasonable, advance prior notice to Customer, inspect
the files, computer processors, equipment and facilities of Customer during
normal working hours to verify Customer's compliance with this Master Agreement.
While conducting such inspection, CSG or its representative will be entitled to
copy any item that Customer may possess in violation of this Master Agreement.
26. FORCE MAJEURE. Neither party will be liable for any failure or delay in
performing an obligation under this Master Agreement that is due to causes
beyond its reasonable control, including, but not limited to, fire, explosion,
epidemics, earthquake, lightening, failures or fluctuations in electrical power
or telecommunications equipment, accidents, floods, acts of God, the elements,
war, civil disturbances, acts of civil or military authorities or the public
enemy, fuel or energy shortages, acts or omissions of any common carrier,
strikes, labor disputes, regulatory restrictions, restraining orders or decrees
ofany court, changes in law or regulation or other acts of governmental,
transportation stoppages or slowdowns or the inability to procure parts or
materials. These causes will not excuse Customer from paying accrued amounts due
to CSG through any available lawful means acceptable to CSG.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
27. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this
Master Agreement or any of its rights or obligations hereunder without the other
party's prior approval. Any attempt to do so without such approval will be void.
Notwithstanding the foregoing, either party may assign this Master Agreement,
upon notice to the other, to a related or unrelated person in connection with a
sale, acquisition, consolidation or other reorganization of its business, in
whole or in part, and the other hereby consents to such assignment in advance
but only so long as such assignee agrees in writing to be bound to the terms and
conditions of this Agreement.
28. NOTICES. Any notice or approval required or permitted under this Master
Agreement will be given in writing and will be sent by telefax, courier or mail,
postage prepaid, to the address specified below or to any other address that may
be designated by prior written notice. Any notice or approval delivered by
telefax (with answer back) will be deemed to have been received the day it is
sent. Any notice or approval sent by courier will be deemed received one day
after its date of posting. Any notice or approval sent by mail will be deemed to
have been received on the 5th business day after its date of posting.
If to Customer: If to CSG:
TVN Entertainment Corporation CSG Systems, Inc.
0000 Xxxx Xxxxxxx Xxx., 0xx Xxxxx 0000 X. 000xx Xxx.
Xxxxxxx, XX 00000 Xxxxx, XX 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Attn: Xxxx XxXxxxxxxx Attn: President and copy to
Vice President, Finance and a copy to Corporate Counsel
Xxxxxx Xxxxxx, Sr., Executive V.P.
29. ARBITRATION.
(a) General. Any controversy or claim arising out of or relating to this Master
-------
Agreement or the existence, validity, breach or termination thereof, whether
during or after its term, will be finally settled by compulsory arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association CAAA"), as modified or supplemented under this Section.
(b) Proceeding. To initiate arbitration, either party will file the appropriate
----------
notice at the Regional Office of the AAA in Omaha, Nebraska or Los Angeles,
California. The arbitration proceeding will take place in Omaha, Nebraska or Los
Angeles, California. The parties will in good faith seek to agree on a sole
arbitrator. If the parties are unable to agree on an arbitrator, the arbitration
panel will consist of three (3) arbitrators, one arbitrator appointed by each
party and a third neutral arbitrator appointed by the two arbitrators designated
by the parties. Any communication between a party and any arbitrator will be
directed to the AAA for transmittal to the arbitrator. The parties expressly
agree that the arbitrators will be empowered to, at either party's request,
grant injunctive relief.
(c) Award. The arbitral award will be the exclusive remedy of the parties for
-----
all claims, counterclaims, issues or accountings presented or plead to the
arbitrators. The award will (i) be granted and paid in U.S. dollars exclusive of
any tax, deduction or offset and (ii) include interest from the date of that the
award is rendered until it is fully paid, computed at the maximum rate allowed
by applicable law. Judgment upon the arbitral award may be entered in any court
that has jurisdiction thereof. Any additional costs, fees or expenses incurred
in enforcing the arbitral award will be charged against the party that resists
its enforcement.
(d) Legal Actions. Nothing in this Section will prevent either party from
-------------
seeking interim injunctive relief against the other party in the courts having
jurisdiction over the other party. Nothing in this Section will prevent CSG from
filing any debt collection action against Customer in the local courts.
30. MISCELLANEOUS. All notices or approvals required or permitted under this
Master Agreement must be given in writing. Any waiver or modification of this
Master Agreement will not be effective unless executed in writing and signed by
CSG and Customer. This Master Agreement will bind Customer's successors-in-
interest. This Master Agreement will be governed by and interpreted in
accordance with the laws of Nebraska, U.S.A., to the exclusion of its conflict
of laws provisions. If any provision of this Master Agreement is held to be
unenforceable, in whole or in part, such holding will not affect the validity of
the other provisions of this Master Agreement, unless CSG in good xxxxx xxxxx
the unenforceable provision to be essential, in which case CSG may terminate
this Master Agreement effective immediately upon notice to Customer. This Master
Agreement, together with the Schedules, Exhibits and attachments hereto which
are hereby incorporated into this Master Agreement, constitutes the complete and
entire statement of all conditions and representations of the agreement between
CSG and Customer with respect to its subject matter and supersedes all prior
writings or understandings. The parties agree that each of them may be bound to
the terms and conditions of this Agreement by signing it in counterparts and
faxing such signature pages to the other party. Such facsimiles shall have the
same effect as though this Agreement were signed with two, original signatures
on a single document.
THIS AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF BOTH PARTIES.
IN WITNESS WHEREOF, the parties have executed this Master Agreement the day and
year first above written.
CSG Systems, Inc. ("CSG") TVN Entertainment Corporation ("Customer")
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
----------------------------------- -----------------------------------
Name: XXXXXX X. XXXXXX Name: XXXXXX XXXXXX
--------------------------------- ---------------------------------
Title: PRESIDENT Title: SR. EXEC. VICE PRESIDENT
-------------------------------- --------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
SCHEDULE A
CCS SUBSCRIBER BILLING SERVICES
1. CCS Services. Subject to the terms and conditions of the Master Agreement and
for the fees described in Schedule F, CSG will provide to Customer, and Customer
----------
will purchase from CSG, all of Customer's requirements for the data processing
services, applications and other video services (the "CCS Services") for all of
Customer's subscriber accounts using CSG's CCS system. The CCS Services will
provide Customer with an on-line terminal facility (not the terminals
themselves), service bureau access to CCS processing software, adequate computer
time and other mechanical data processing services as more specifically
described in the user documents: the User Guide, User Data File Manual, User
Training Manual, Conversion Manual, Operations Guide, and Customer Bulletins
issued by CSG (the "Documentation"). Customer's personnel, agents and/or vendors
shall enter all payments and non-monetary changes on terminal(s) located at
Customer's offices, or provide CSG payment information on magnetic tape or
electronic record in CSG's format. CSG and Customer acknowledge and agree that
the Documentation describing the CCS Services is subject to ongoing review and
modification from time to time.
2. Communications Services and Fees. CSG shall provide, at Customer's expense, a
data communications line from the CSG data processing center to each of
Customer's system site locations identified in Exhibit A-I attached hereto (the
"System Sites"). Customer shall pay all fees and charges in connection with the
installation and use of and peripheral equipment related to the data
communications line in accordance with the fees described in Schedule F attached
----------
hereto.
3. Conversion Services and Fees. CSG shall provide services as described on
Exhibit A-2 attached hereto in connection with Customer's conversion of each
System Site and for those added by mutual agreement of the parties to CSG's data
processing system subsequent to the execution of this Master Agreement (the
"Conversion Services"). For System Sites added to Exhibit A-1 subsequent to the
Effective Date of the Master Agreement, Customer shall pay CSG the fees set
forth in Schedule F for the performance of the Conversion Services.
----------
4. Deconversion Services and Fees. If Customer sells, transfers, assigns or
disposes of any of the assets of or any ownership or management interest in any
System Site (the "Disposed Site(s)"), Customer agrees to pay CSG the per set
deconversion tape fee of $7500 and CSG's then current rates for processing and
deconverting subscribers, including on-line access fees, which amounts shall be
due and payable thirty (30) days prior to the intended deconversion of any such
Disposed Site(s) from the CCS Services. CSG shall be under no obligation or
liability to provide any deconversion tapes or records until all amounts due
hereunder, and as otherwise provided in the Master Agreement, shall have been
paid in full.
5. Optional and Ancillary Services. At Customer's request, CSG shall provide
optional and ancillary services, including but not limited to any described on
Schedule F at CSG's then-current prices, or as may otherwise be set forth in
----------
Schedule F, and where applicable on the terms and conditions set forth in
----------
separately executed Schedules to the Master Agreement.
6. Customer Information. Any original documents, data and files provided to CSG
hereunder by Customer ("Customer Data") are and shall remain Customer's
property, and upon termination of this Master Agreement for any reason or
deconversion of any System Site, such Customer Data shall be returned to
Customer by CSG, subject to the payment of CSG's then-current rates for
processing and delivering the Customer Data, any applicable deconversion fees
required under Section 4 hereof and all unpaid charges for services and
equipment, if any, including late charges incurred by Customer. Customer Data
will not be utilized by CSG for any purpose other than those purposes related to
rendering the services to Customer under the Master Agreement. Data to be
returned to Customer includes: Subscriber Master File (including Work Orders,
Converters and General Ledger), Computer-Produced Reports (reflecting activity
during period of 90 days immediately prior to Schedule A termination), House
----------
Master File, Any other related data or files held by CSG on behalf of Customer.
7. Processing Minimum. If, during any one month, Customer falls below the
Minimum Subscriber Fees as defined in Schedule F, Customer will nevertheless owe
----------
and agrees to pay the fees and charges computed as if such Minimum Subscriber
Fees had been met.
8. Term. The first day of the calendar month in which the CCS Services commence
shall be referred to as the "Commencement Date." The CCS Services shall continue
from the Commencement Date for a period of five (5) years.
Agreed and accepted this 30th day of June 1997, by:
CSG SYSTEMS, INC. ("CSG") TVN ENTERTAINMENT("Customer")
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ -------------------------------
Exhibit A-1 SYSTEM SITES; Exhibit A-2 CONVERSION SERVICES
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT A-1
SYSTEM SITES ESTIMATED IMPLEMENTATION/
CONVERSION DATE
TVN main location and other sites to be added by Customer.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT A-2
CCS Conversion
THE FOLLOWING VIDEO CONVERSION SERVICES ARE AVAILABLE FOR THE FEES SET FORTH ON
SCHEDULE F:
-----------
I) FOR SITE CONVERSIONS WITH SUBSCRIBER COUNTS OF LESS THAN 20,000_____________
Manual conversions are recommended on all sites with less than 20K subscribers.
Clients are responsible for data entry.
Includes:
. 1 Set of CCS Documentation
. File Set-Up
. 3 Months Access to CBT
. 1 Week's Management Training in Omaha
. Manual Data Base Instructions/Procedures
. CSG Support - Fees plus Travel Expenses
On Data Bases Over 10K Subs, CSG will offer the following:
. Programmatic Load of House Data
. Programmatic Load of Converter Data
II) 20,000- 29,999 SUBSCRIBERS and 30,000- 59,999 SUBSCRIBERS CATEGORIES________
CONVERSION INCLUDES:
--------------------
A) Training Aids and Documentation - 1 Set
------------------------------------------
Manuals and job aids for your video system staff. These manuals and job aids
are used to complement your CBT courses. Each employee would be provided the
necessary job aids and manuals.
Job Aids: Logon/Sign On, Logoff/Sign Off, CBT Training System, House File,
Sales Support, Adjustment Transactions, Adjustment Practice Sheet, Converter
Inventory/Addressability Transactions, Converter Sample Invoices, Select
System
Additional copies: $50 for the Job Aids and $5 for the Manual.
One four volume set of the "Video Source" Communication Control System User
Guides. This system documentation explains all reports and transactions of the
Communication Control System.
Additional copies: $200 per set or $50 per volume.
One CCS Conversion Manual. This manual describes the major components
necessary for set-up and conversion/implementation to the CCS system.
Additional copies: CSG's then-current prices
One "CableSource User Data File" Manual. This manual describes the 300 plus
parameters provided to allow you flexibility in establishing your processing
requirements. This manual will be primarily reviewed by the Conversion
Specialist during your first visit.
Additional copies: CSG's then-current prices
A test system that provides for the opportunity to practice "hands on"
training without impacting your actual database. (Deaccessed after conversion)
RMS Manual. This manual describes all functionality and commands of the CSG
print package.
Additional copies: CSG's then-current prices
B) Recommended Site Visits
--------------------------
Initial Visit
. Overview of the conversion/implementation process. This incorporates
reviewing conversion tasks, timeline and responsible parties.
. Establish and/or review of corporate standards, as they relate to User Data
File, Code Tables, Service Codes and Report settings.
. Define Conversion Specifications. This process defines fields, values and
variables used on current billing processor and how that will be converted
to CCS.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
Ex. A-2 (page 2 of 3)
--------------------
Pre-Conversion Review
. Review set up of User Data File, Code Tables and reports.
. Review pricing and taxing structure of video site.
. Review and approve Conversion/Implementation Specifications.
. Train office personnel on use of the CCS system as it pertains to their job
function using CBT and a pre-established test system.
. Review statement file settings.
. Assist the site with defining new procedures for policies that pertain to the
billing system.
Post Conversion
. Audit converted data the morning after merge.
. Coordinate input of accumulated backlog (work orders, payments, adjustments
and PPV)
. Review exceptions created through conversion/implementation process and take
necessary action.
. Review pricing and taxing structure.
. Balance cash.
. Review reports and assist with determining needs for daily distribution.
. Review and release first cycle of generated statements.
Third Week
. Review reports.
. Assist with month-end financial balancing.
. Provide potential solutions for day to day procedural issues. (i.e. work
order printing, routing, dispatch, converter inventory).
C) Database Clean-up
-----------------
Homes Passed. All addresses that currently reside on your database will be
compared against the Group One Zip + 4 files. The following items will occur:
. Street names, suffixes (street, avenue) will be standardized in accordance
with U.S.P.S. records.
. Nine digit zip code established - normally from 90-98% of address will be
assigned the 4 digit add-on list of addresses that did not meet U.S.P.S.
standards will be provided. Rural areas may have lower percentages. Bar-
coding of Zip + 4 statement will be performed by CSG.
. Re-zip of your data base occur every quarter - this allows CSG to continue to
qualify for the highest postal discounts.
. List of duplicate address records will be provided for cleanup purposes.
Converter Data Base. All converters will be passed through CCS edit programs,
the following items will occur:
. Listing of duplicate serial numbers including the location of the box will be
provided.
. If you are addressable, a listing of duplicate terminal address (prom number)
will be provided.
. Invalid model numbers, invalid serial number formats will be identified.
Subscriber Data Base. Standard CCS edits requirements will be performed along
with any specific site requested information. The following items are provided
as examples:
. Site requested service codes, discount codes.
. Site requested campaign codes.
. Subscribers receiving free services.
. Invalid phone numbers.
. Any specific site requested data.
D} Management Training in Omaha
-------------------------------
. In depth lecture seminar designed for managers and supervisors.
. Covers all aspects of the Communication Control system.
. Includes a detailed training manual and all additional training materials.
. Opportunity to tour the CSG Mail Facility.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
Ex. A-2 (page 3 of 3)
----------------------
III) 60,000- 89,999 SUBSCRIBERS CATEGORY_______________________________________
Includes everything as listed above in Section II, except regarding:
Recommended Site Visits
-----------------------
Training
. CSG training will be on-site to conduct "Train the Trainer" courses for
site's training staff.
. CSG trainers will train site staff on CCS facets and functionality, based
upon agenda and needs created by Video site management.
IV) 90,000 -149,999 SUBSCRIBERS AND 150,000 + SUBSCRIBERS CATEGORIES____________
Includes everything as listed above in Section IIl, except:
Recommended Site Visits
-----------------------
Specialty Trips
. Addressability Specialist- 1 trip
. Financial Analyst- I trip
. Conversion Specialist - I trip to review output with site
. Conversion Specialist - I trip to define new procedures for policies that
pertain to the billing system.
Management Training (This training is usually on-site because of the volume of
managers to be trained.)
. In depth lecture seminar designed for managers and supervisors.
. Covers all aspects of the Communication Control system.
. Includes a detailed training manual and all additional training materials.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
SCHEDULE B
CSG TECHNICAL SERVICES
----------------------
1. General. Subject to the terms and conditions of the Master Agreement and for
the fees and expenses described below, Customer hereby hires CSG, and CSG hereby
agrees, to provide the design, development and/or other consulting services
described in the Statement of Works contemplated under Section 2, which may
include services by CSG's Advanced Business Solutions division (collectively,
the "Technical Services") to Customer as its independent contractor.
2. Technical Services.
(a) Reasonable Efforts. CSG will use its reasonable commercial efforts to
------------------
perform all Technical Services in a timely and professional manner satisfactory
to Customer and in accordance with the applicable Statement of Work.
(b) Projects Schedules. CSG and Customer will execute a schedule substantially
------------------
similar to Exhibit B-I (the "Statement of Work") for each design, development
and/or other consulting project that Customer wants CSG to undertake. CSG and
Customer acknowledge that all Statement of Works will form an integral part of
this Schedule B.
----------
(c) Location and Access. CSG may perform the Technical Services at Customer's
-------------------
premises, CSG's premises or such other premises that Customer and CSG may deem
appropriate. Customer will permit CSG to have reasonable access to Customer's
premises, personnel and computer equipment for the purposes of performing the
Technical Services at Customer's premises.
(d) Insurance. CSG will be solely responsible for obtaining and maintaining
---------
appropriate insurance coverage for its activities under this Schedule B,
----------
including, but not limited to, comprehensive general liability (bodily injury
and property damage) insurance and professional liability insurance.
3. Consideration.
(a) Project Fees. In consideration for performing the Technical Services,
------------
Customer will pay CSG the fees that may be contemplated under the Statement of
Works (the "Project Fees").
(b) Reimbursable Expenses. Unless otherwise contemplated under the Statement of
---------------------
Work, Customer will reimburse CSG for the necessary and reasonable travel,
lodging and related out-of-pocket expenses that CSG may incur in performing the
Technical Services ("Reimbursable Expenses").
(c) Payment. Customer will pay the Project Fees to CSG according to the
-------
applicable terms set forth in the Statement of Work. Unless otherwise
contemplated in the Statement of Work, Customer will pay CSG the Reimbursable
Expenses within thirty (30) days after the receipt of CSG's invoice and
supporting receipts. All payments will be made in U.S. dollars by check or wire
transfer to CSG's designated bank account. Any late payment will accrue interest
at the rate of 1.5% until paid in full.
(d) Taxes. CSG will specify on all invoices issued to Customer any sales, use or
-----
other tax that may be assessable in connection with this Schedule B. Customer
----------
will pay such taxes or provide CSG with any applicable certificate of exemption
acceptable to the appropriate taxing authorities.
4. CSG Rights. Customer acknowledges that all patents, copyrights, trade secrets
or other proprietary rights in or to the work product that CSG may create for
Customer under this Schedule B (the "Deliverables"), including, but not limited
----------
to, any ideas, concepts, inventions or techniques that CSG may use, conceive or
first reduce to practice in connection with the Technical Services, are and will
be the exclusive property of CSG, except as and to the extent otherwise
specified in the applicable Statement of Work. During and after the term of this
Schedule B, CSG and Customer will execute the instruments that may be
----------
appropriate or necessary to give full legal effect to this Section 4.
5. Delivery of Items. Upon the expiration or termination of this Schedule B for
----------
any xxxxx, Customer will promptly pay CSG the Project Fees and Reimbursable
Expenses that may be due and outstanding for the Technical Services and
Deliverables that CSG has performed, and CSG will deliver to Customer all
notebooks, documentation and other items that contain, in whole or in part, any
Confidential Information that Customer disclosed to CSG in performance of the
Technical Services under this Schedule B.
----------
6. Term. The term of this Schedule B shall be for a period of five (5) years,
----------
but in any case will extend for the term of any executed Statement of Work.
Agreed and accepted this 30th day of June, 1997, by:
CSG SYSTEMS, INC. ("CSG") TVN ENTERTAINMENT CORPORATION ("CUSTOMER")
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ -------------------------------
EXHIBIT B-1 SAMPLE STATEMENT OF WORK
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT B-1
STATEMENT OF WORK (sample form)
THIS STATEMENT OF WORK is made as of ____________1997, between CSG Systems, Inc.
("CSG"), and TVN Entertainment Corporation ("Customer"), pursuant to Schedule B
----------
of the Master Agreement that CSG and Customer executed as of
________________,1997, and of which this Statement of Work forms an integral
part.
OBJECTIVE:
---------
PROCEDURES:
----------
TIMETABLE:
---------
Estimated Commencement Date:
------------------------------------
Estimated Completion Date:
--------------------------------------
DELIVERABLES:
------------
PROJECT FEES AND PAYMENT TERMS:
------------------------------
IN WITNESS WHEREOF, CSG and Customer cause this Statement of Work to be duly
executed below.
CSG SYSTEMS, INC. ("CSG") TVN ENTERTAINMENT CORPORATION ("Customer")
By:________________________________ By:_____________________________________
Name:______________________________ Name:___________________________________
Title:_____________________________ Title:__________________________________
Date:______________________________ Date:___________________________________
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
SCHEDULE C
CCS PRODUCTS SOFTWARE LICENSE
-----------------------------
CSG Vantage(TM), ACSR(TM), Computer Based Training and ACSR AOI
1. License. CSG hereby grants Customer, and Customer hereby accepts from CSG, a
non-exclusive and non-transferable (subject to those rights expressly granted
pursuant to section 4 of Schedule C below) right to use the software products
known as CSG Vantage, ACSR, Computer Based Training and ACSR AOI for use with
the CCS Services described in Section 2 below (the "CCS Products") at the System
Sites in the United States in the designated environment described in Section 3
below (the "Designated Environment"), for the fees set forth in Schedule F and
----------
subject to the terms and conditions specified below and in the Master Agreement.
2. CCS Products. "CCS Products" as described in the Product Schedule attached
hereto as Exhibit C-I includes (i) the machine-readable object code version of
ACSR, Computer Based Training and ACSR AOI software (collectively, the
"Software"), whether embedded on disc, tape or other media; (ii) the published
user manuals and documentation that CSG may make generally available for the
Soft-xxxx (the "Documentation"), (iii) the fixes, updates, upgrades or new
versions of the Software or Documentation that CSG may provide to Customer under
this Schedule C (the "Enhancements") and (iv) any copy of the Soft'xxxx,
----------
Documentation or Enhancements. Nothing in this Schedule C will entitle Customer
----------
to receive the source code of the Software or Enhancements, in whole or in part.
3. Designated Environment. "Designated Environment" means the combination of the
other computer programs and hardware equipment CSG specified for use with the
CCS Products as set forth in Exhibit C-2, or otherwise approved by CSG in
writing for Customer's use with the CCS Products at the system sites set forth
on Exhibit C-I (the "System Sites"). Customer may use the CCS Products only in
the Designated Environment and will be solely responsible for upgrading the
Designated Environment to the specifications that CSG may provide from time to
time. If Customer fails to do so, CSG will have no obligation to continue
maintaining and supporting the CCS Products. CSG shall certify the Designated
Environment prior to the commencement of CSG's obligations under this Schedule
--------
C, including its obligations to maintain and support the CCS Products. Any other
--
use or transfer of the CCS Products will require CSG's prior approval, which may
be subject to additional charges.
4. Use. Customer may use the CCS Products only in object code form on the
workstations set forth on Exhibit C-1 and in the Designated Environment and at
the System Sites in the United States, and only for the term set forth below,
and only for Customer's own internal purposes and business operations with the
CCS Services for providing accounting and billing services to its subscribers.
In addition to the Incorporated Third Party Software, if third party products
are provided to Customer as part of the CCS Products, by opening the package
containing the third party product or downloading it, Customer agrees to be
bound by the terms of the third party's standard license. Customer will not use
the CCS Products to provide any such service to or on behalf of any third
parties in a service bureau capacity and will not permit any other person to use
the CCS Products, whether on a time-sharing, remote job entry or other multiple
user arrangement. Customer will not install the Software, Enhancements or
Customization on a network or other multi-user computer system unless otherwise
specified in the Exhibits to this Schedule, in which case the Designated
Environment may be used to provide database or file services to other of
Customer's computers across the network, up to the number of workstations
specified in Exhibit C-1. Backup and recovery plans or backup and recovery
software is not included with the CCS Products. Any Customer documents, data and
files are and shall remain Customer's property; and therefore, Customer is
solely responsible for its own backup and recovery plan(s) for its data stored
within the Designated Environment or utilized within the CCS Products licensed
hereunder. Customer may make only three back-up archival copies of the So,xxxx,
Enhancements or Customization. Customer will reproduce all confidentiality and
proprietary notices on each of these copies and maintain an accurate record of
the location of each of these copies. Customer will not otherwise copy,
translate, modify, adapt, decompile, disassemble or reverse engineer the CCS
Products, except as and to the extent expressly authorized by applicable law.
Notwithstanding anything to the contrary contain in this Section 4, CSG agrees
that Customer may install the CCS Product at third party cable system headends
and/or call centers which are Digital Cable Television service customers of
Customer. Such use of the CCS Products shall not be considered a violation of
this Agreement, so long as Customer remains liable for the acts and/or omissions
of such third party customers with respect to the obligations arising under this
Agreement.
5. Maintenance and Support.
(a) Standard Support Services. Following expiration of the Warranty Period, CSG
-------------------------
will provide Customer the support and maintenance of the then-current version of
each licensed CCS Product as described on Exhibit C-3 (the "Support Services").
Included in the Support Services is support of the then-current version of the
licensed CCS Products via CSG's Product Support Center, Account Management,
publication updates, and the fixes and updates that CSG may make generally
available as part of its maintenance and support packages (the "Updates"). The
Support Services do not include maintenance and support of the Incorporated
Third Party Software, if any, or any other third party software. The maintenance
and support for third party products is provided by the licensor of those
products. Although CSG may assist in this maintenance and support with front-
line support, CSG will have no liability with respect thereto and Customer must
look solely to the licensor.
(b) Additional Support. At Customer's request, CSG may agree to provide at its
------------------
then current rates additional Support Services or other support, including but
not limited to, the optional support services listed on Exhibit C-3. If Customer
is not utilizing the CCS Products in a certified Designated Environment or
Customer has added third party applications through ACSR AOI or otherwise, the
Updates
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
may not operate with the third party applications connected or introduced by
Customer, including those for use with ACSR AOI, and therefore, additional
Technical Services as may be necessary to modify ACSR AOI or the Customer's
third party applications. At Customer's request, CSG may provide Customer with
such Technical Services at CSG's then-current rates and subject to terms and
conditions set forth in a seperately executed Statement Of Work incorporated
into Schedule B.
----------
(c) Limitation. Updates or Enhancements in this Schedule C will not include any
---------- ----------
upgrade or new version of the CCS Products that CSG decides, in its sole
discretion, to make generally available as a separately priced item. This
Schedule C will not require CSG to (i) develop and release Updates or
----------
Enhancements (ii) customize the Updates or Enhancements to satisfy Customer's
particular requests or (iii) obtain Updates or Enhancements to any third party
product. If an Update or Enhancement replaces the prior version of the CCS
Product, Customer will destroy such prior version and all archival copies upon
installing the Update or Enhancement.
6. Term. This Schedule C shall be effective from the Effective Date as defined
----------
in the Master Agreement and will remain in effect for a period of five (5)
years, unless terminated pursuant to Sections 17 of the Master Agreement.
Agreed and accepted this 30th day of June, 1997, by:
CSG SYSTEMS, INC. ("CSG") TVN ENTERTAINMENT CORPORATION ("CUSTOMER")
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ -------------------------------
EXHIBIT C-1 PRODUCT SCHEDULE
EXHIBIT C-2 DESIGNATED ENVIRONMENT
EXHIBIT C-3 INSTALLATION, MAINTENANCE AND SUPPORT
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-1
VANTAGE/ACSR/COMPUTER BASED TRAINING
------------------------------------
PRODUCT SCHEDULE
Licensed Software:
------------------
CSG Vantage-
Vantage is a database which enables Customer to evaluate product and service
performance, conduct customer analysis and lifetime values, and transform raw
data into real-time reports and graphs.
Advanced Customer Service Representative (ACSR)
ACSR is a graphical user interface for CSG's CCS service bureau subscriber
management system. ACSR significantly reduces training time and eliminates the
need for CSR's to memorize transactions and codes. CSRs instead are allowed
easily to access reference tools, help screens and customer data. As companies
consolidate and cluster disparate systems with different codes and procedures,
ACSR ensures the accounts can be serviced by the same CSR. ACSR also enables
CSR's to communicate with one another through a self contained messaging system.
ACSR is designed so that module based functionality such as CIT can be added as
needed.
Computer Based Training (CBT) -
Computer Based Training ("CBT") is Software which may be downloaded onto
Customer's workstation to provide training and instruction on use of various CCS
Products. Notwithstanding Section 12 of the Master Agreement, due to the nature
of CBT, CSG is unable to provide any intellectual property infringement
indemnification for CBT.
ACSR AOI -
An application object interface that allows third party applications to be used
in conjunction with ACSR.
________________________________________________________________________________
System Site(s):
---------------
TVN main location and other sites to be added by Customer
Number of Workstations:
-----------------------
ACSR 60 Workstations
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-2 (page 1 of 3)
DESIGNATED ENVIRONMENT FOR THE CCS PRODUCTS
-------------------------------------------
Note: the following applies only in regards to the CCS Products actually
licensed by Customer under Schedule C and may be subject to change as the
-----------
specific hardware configuration cannot be completely identified and certified
until after the business requirements of Customer are determined during the pre-
install visit.
ACSR/CIT/Telephony/CBT/AQI:
---------------------------
Product Compatibility (Yes indicates product is available on indicated
----------------------------------------------------------------------
workstation platform; date indicates estimated date available)
-------------------------------------------------------------
Win 3.11 Win NT Apple MAC SUN Solaris Win 95
-------- ------ --------- ----------- ------
ACSR (1) Yes (4) Yes Yes
CIT (1) Yes (2) (4) Feb 97 (3) Yes
Telephony No Yes No No No
ACSR CBT (1) Yes No Yes Yes
CIT CBT (1) Yes No Yes Yes
Telephony CBT N/A No N/A N/A N/A
AOI w/DDE (1) May 97(3) N/A N/A May 97 (3)
AOI w/TCPIP No Yes May 97 (3)(4) Yes Yes
(1) - Supported at existing sites only until Nov 15, 1997; cannot be used
after that date..
(2) - Currently not available with Telephony.
(3) - Estimated availability, contact PM for beta test availability.
(4) - Available under existing contracts only.
Workstations
------------
Compaq Prolinea 5166 (minimum)
IBM XX000 000 Xxx Xxxxxxx (minimum)
SparcStation 4, Solaris V2.4
SparcStation 5/70Mhz, Solaris V2.3
Apple 7600 Power MAC
Ultra Xxxxx 0, model 170, Solaris 2.5.1
Workstation Minimum Memory (RAM)
--------------------------------
32MB for Solaris, Windows NT, and Apple MAC
Workstation Minimum Hard Drive Space
------------------------------------
1.2GB
Workstation Minimum Video Requirements
--------------------------------------
Minimum video resolution supported 1024 x 768 x 256 colors, small font
Minimum 15" SVGA monitor (17" for Apple MAC)
Workstation Software
--------------------
Microsoft Windows NT V4.0 for ACSR/CIT
Microsoft Windows NT V3.51 with service pack 3 applied for ACSR/Telephony
Solaris V2.3, V2.4 or V2.5.1 (see above)
Netmanage Chameleon Hostlink V6.0 (with Windows NT or 95)
Open windows or Motif (with SUN Solaris)
Brixton 3270 client for Solaris V2.3.0.10 (with SUN Solaris)
Samba V 1.9.15 p8 (with NT or 95)
Additional Workstation Software to Support Telephony
-----------------------------------------------------
Oracle SQL*NET V2.1.4.1.4 for NT runtime (with Windows NT)
Oracle SQL Forms V4.5.6.5.5 for NT runtine (with Windows NT)
Forest & Trees 3.1 b (with Windows NT or 95) (For PCs running reports)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
Ex. C-2 (page 2 of 3)
Additional Workstation Software to Support CIT
----------------------------------------------
Oracle SQL*NET V2.1.4.1.4 runtime (with NT or 95) (For PCs with Forest & Trees)
Forest & Trees 3. I b (with Windows NT or 95) (For PCs running reports)
Servers
-------
Ultra Xxxxx 0 - model 170 only
Ultra Xxxxx 0
Xxxxx Xxxxx 0000
(Server model, number of CPUs, memory, and disk storage are based on individual
customer requirements.)
Server Software
---------------
Solaris V2.5.1
Samba V 1.9.15 p8 (with NT or 95)
Brixton Server PU2.1 for Solaris (Version 3.0.5-1) running in 2.3.2 mode
Brixton 3270 Client for Solaris (Version 2.3.0.10) (1 copy for trouble shooting)
Hewlett Packard Unix Jet Direct interface software
Additional Server Software to Support CIT
-----------------------------------------
Oracle V7.1.6 runtime
Platinum EPM Agent V3.1.0
Tuxedo V 6.1.(With NT or 95)
Additional Server Software to Support Telephony
-----------------------------------------------
Oracle V7.3.2.1 runtime
Tuxedo V 6. l.(With NT or 95)
Platinum EPM agent V3.1.0
Platinum Autosys agent V3.3 release 5
Hylafax freeware v4.0
Postalsoft V 5.00b
Concentrators
-------------
BayNetworks (Synoptics) 2813-04 (managed 16-port ethernet hub)
BayNetworks (Synoptics) 2803 (passive 16-port ethemet hub)
BayNetworks (Synoptics) 800 (passive 8-port ethemet hub)
BayNetworks (Synoptics) 2712B-04 (managed 16-port token ring hub)
BayNetworks (Synoptics) 2702B-C (passive 16-port token ring hub)
Network Cards/Devices
---------------------
3Com Etherlink III 3C509
SUN Quad Ethernet card
Hewlett Packard Jet Direct EX
Aurora Technologies Multiport 400S A/Sync Series
Printers
--------
Lexmark IBM 4226 (533 cps)
Lexmark 4227 (533 cps)
IBM 6408 (800 LPM)
Hewlett Packard LaserJet5
Routers
-------
Cisco 2501, 2509, 2511, 2514, 4500
Rockwell NetHopper
Cisco software supported:
All versions
NetHopper software supported:
Version 4.03
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
Ex. C-2 (page 3 of 3)
Vantage:
--------
PC Hardware/Software Requirements
---------------------------------
Minimum PC requirements:
IBM or Compaq 486DX 33MHz, 8meg. RAM, 340 megabyte hard drive
Recommended PC requirements:
IBM or Compaq Pentium 90Mhz or better, 16 meg. RAM or better, 870 megabyte
hard drive or larger.
PC OS; MS DOS 6.2x with Windows 3.1x, or *Windows 95, or *Windows NT
EDA/Link for Windows 2.2 or higher
EDA ODBC Extender - 2.0 or higher (packaged with EDA/Link)
Forest & Trees 3.x
Attachmate's Extra! Mainframe for Windows 3.5 or higher, or
Xxxx Workstation for Windows - 2.0 or higher (current version recommended)
Connectivity Requirements
-------------------------
. IBM 3174 Controller or
. Novell OS version 3.1 or greater on a Token Ring or Ethernet LAN.
. The 3270 Gateway must be an Attachmate SAA Gateway or an IPX/SPX Novell SAA
Gateway. If Novell version is 1.2 and you will use Attachmate's Extra!
Mainframe for Windows, you must use a version prior to Extra! for Windows
4.1. Novell SAA Gateway version 2.0 or higher will require Attachmate's
Extra! Mainframe for Windows 4.1 or higher.
. If Customer currently has a network that is not Novell, or a gateway that is
not Novell or Attachmate, the LAN and gateway can be tested for possible
certification.
Using Vantage in the ACSR Product environment
------------------------------------------------
The ACSR product runs on an IP LAN with a SUN Server. A Brixton gateway on the
SUN Server is used to provide the Vantage Host link. When running Vantage in
that environment, Brixton TN3270 applications mn on the SUN Server and Extra!
Mainframe for Windows is configured for a TN3270 network connection versus an
SAA or SNA gateway. ACSR currently runs 16 bit PC OS only. ACSR required OS is
Microsoft Windows v3.11. If the Vantage PC will be used in the ACSR environment,
the ACSR PC Workstation Requirements should be used for both Vantage and ACSR.
Vantage will only mn on a PC workstation.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-3 (page 1 of 4)
CCS PRODUCTS INSTALLATION AND SUPPORT SERVICES ( excluding Vantage)
-------------------------------------------------------------------
(Note; for Vantage support detail - see page 4 of Exhibit C-3
-------------------------------------------------------------
ACSR Only Installation & Startup
--------------------------------
Included
Project Implementation Support (3-4 month duration)
Assigned project manager and product consultant (shared resources)
Requirements definition and project planning meeting on site Project
plan and customer specifications document
Ongoing project coordination, status reporting and post project review
Engineering
1 day visit/survey (single location)
Server and network configuration and sizing (single server)
Site network requirements documentation and diagram
Field services
Single IBM 4030 installation
Single server/disk array assembly, software installation, and
configuration at CSG site - 4 days
Single server testing at CSG site - I day
Customer site prep, server installation, and pre-production system
check/support- 5 days on site
Training (an instructor day is I instructor, for 1 full day, for up to 8
students)
Software download and systems administration training at customer site
- 2 instructor days
ACSR User Training- 2 instructor days
1 copy of User Guide and Systems Administration Guide
Not Included (Customer responsibilities and/or services available for
additional fees included under Optional Services)
Customer completes agreed to project requirements as defined and
scheduled
LAN cabling
Workstation installation
LAN hub installation
Router installation
Modem installation
Replacement or additional circuit(s) installation by Advantis
IBM 4030 installation by CSG
Additional server(s) field services
Remote site engineering services
--------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-3 (page 2 of 4)
SUPPORT SERVICES FQR THE CCS PRODUCTS (excluding Vantage)
---------------------------------------------------------
(Note: for Vantage support detail - see page 4 of Exhibit C-3)
--------------------------------------------------------------
Product Support Center
The customer Product Support Center provides Customer with advice, consultation
and assistance to use CCS Products and diagnose and correct problems that
Customer may encounter with the then-current version of CCS Products. CSG will
offer the Product Support Center remotely by telephone, fax or other electronic
communication twenty-four hours a day, seven days a week. Customer will bear all
telephone and other expenses that it may incur in connection with the Product
Support Center. Every customer problem is assigned a tracking number and a
priority. Problems are resolved according to their assigned priority. See
attached list detailing "Priority Levels".
Account Management
CSG will provide an account manager which is shared resource which will serve as
Customer's liaison to all other CSG support services and will be responsible for
ensuring customer satisfaction. Through periodic status reports and occasional
on-site visits when necessary, the account manager will assist Customer with
their use of CCS Products and keep them abreast of new developments in CSG's
products and services.
Updates
Subject to the terms set forth in this Schedule C, product Updates include
----------
software corrections, the fixes and updates that CSG may make generally
available. These Updates are delivered to Customer accompanied by bulletins
describing the updates and installation instructions. CSG will not provide
Updates due to changes or new releases in Customer's vendor products. Custom
software modifications are NOT included under the Basic Support Package as
Updates but rather are covered as Technical Services under Schedule B.
----------
Publications
The customer will receive updates to all published documentation for CCS
Products.
Third Party Software
The maintenance and support for third party software is provided by the licensor
of those products. Although CSG may assist in this maintenance and support with
front-line support, CSG will have no liability with respect thereto and Customer
must look solely to the licensor.
--------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-3 (page 3 of 4)
PRODUCT SUPPORT CENTER FOR THE CCS PRODUCTS- PRIORITY LEVELS- (excluding
------------------------------------------------------------------------
Vantage)
--------
(Note: for Vantage support detail - see page 4 of Exhibit C-31
--------------------------------------------------------------
When contacting the PRODUCT SUPPORT CENTER, the caller should be prepared to
provide detailed information regarding the problem and the impact on the
operation and the end user. Each problem or question is assigned a tracking
number and a priority. The priority is set to correspond with the urgency of the
problem. It is very important that the customer describe the urgency of the
problem when it is reported. The priority levels are described below:
. CRITICAL (PRIORITY 1): Complete loss of functionality, system outage or down
production system. Customers cannot access the system, cannot perform any
function due to the hardware being down, are experiencing network control or
communication problems, or are unable to process. The customer will receive
immediate response and prioritized at the highest level. Once control has
been regained, efforts are then made to determine the "root cause" of the
problem. Considering the nature of the cause, the problem is adjusted to one
of the other priorities and processed accordingly. While a Critical (Priority
1) problem exists, the Product Support Center commitment is to provide
around-the-clock support until customers system/network/application is
restored to operational status.
. SERIOUS (PRIORITY 2): Partial loss of functionality, or loss of critical
functionality. The Customer's production/processing system is not down but
there is an impact within the system/network. The Customer will receive
immediate response. If the problem persists, the control of the network may
be lost and/or end-user impacts may become serious. The Customer will receive
immediate response. The Product Support Center's goal is to ensure that
control of the system is not jeopardized and to work with Customer to gather
information in order to resolve the issue. The Product Support Center
allocates resources during normal business hours until a permanent solution
is found.
. OPERATIONAL (PRIORITY 3): Partial loss of functionality loss of non-critical
functionality, or loss of critical functionality for which a work around
exists. The problem is within the customers' operations environment. The user
is attempting to utilize a CSG product and is having difficulty completing
the process. A user may be a CSR, subscriber, or the Customer's operation
staff running the system. CSG's Product Support Center goal is to respond the
next business days.
. INCONVENIENCE OR ENHANCEMENT (PRIORITY 4): Inconvenience or loss of
functionality for which a work-around solution exists, or enhancement request
is required. The problem is an operator inconvenience, an enhancement, or the
Customer have requested information. There is no serious impact to the end
user of the system. The problem can be avoided by proper operator action,
internal training by the customer, or a work-around solution. There is no
apparent danger of losing control of the system, network, application or data
because of this type of problem. A suggestion or request for enhancement is
based upon the problem, concern or business need. The Product Support
Center's goal is to provide a correction through internal software control
procedures. CSG's Product Support Center goal is to respond within (3)
business days.
. INFORMATIONAL (PRIORITY 5):
This category also includes questions. The Product Support Center is
committed to responding with the requested information within (5) business
days. Software correction notification may be sent to the customer shortly
after the correction has been made by our development engineers. At times, a
work-around may be suggested if:
. Its delivery is more timely
. Its implementation is less complex
. Its reliability is more certain
However, a work around must be mutually acceptable to our Customers, and it
must have the effect of reducing the concern until a permanent resolution
can be determined. Should the Customer wish to check the status of a
problem they may contact the Product Support Center desk representatives or
their Account Manager. In either case, the customer should reference the
tracking number.
Customer may request to have the priority of Customer's call upgraded. Customer
may check on the status of such request at any time by calling the Product
Support Center or contacting Customer's account manager. The account manager is
responsible for problem escalation to the appropriate level of management if
Customer is not satisfied with a response
--------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.
EXHIBIT C-3 (page 4 of 4)
CSG VANTAGE Support Services
Vantage Installation Services'
------------------------------
The following services will be provided by CSG with respect to start-up of the
Vantage product.
1. Initial load of the Vantage data base.
2. Unlimited phone support for installation of hardware and software that is
certified by CSG Systems, Inc.
3. For non-certified environments, CSG Systems, Inc. will provide the necessary
phone support to determine if the non-certified environment can or should be
certified
4. If the environment is deemed certifiable, the costs associated with
certifying the environment will be communicated to the customer.
5. On-site assistance by CSG can be provided upon customer request.
Vantage Training Services:
--------------------------
1. Basic Vantage training at a regularly scheduled Omaha training class, as
space permits.
2. Basic Vantage training at a scheduled regional training class, as space
permits.
3. Basic Vantage training at a customer requested time and/or location is
available on request.
Vantage Support Services:
-------------------------
Customer support of Vantage is provided as part of the Support Services during
CSG's customer service hours for support of questions, functionality, workflow,
training, and non-catastrophic software defects. System support of Vantage is
provided as part of the Support Services for problems resulting from defects in
Vantage.
The following services for the then-current version will be provided by CSG for
all Vantage users:
1. Telephone consultation for trained users for questions and problems
regarding Vantage.
2. Up to one (1) hour of telephone consultation for troubleshooting a
previously certified hardware/sol, rare environment.
3. Attendance at regularly scheduled basic and advanced Vantage training
classes offered in Omaha or at a scheduled regional training location, as
space permits.
4. Daily updates to the Vantage database.
5. Storage of thirteen (13) months of financial data.
Optional Services for Vantage:
------------------------------
The following additional services are also available to Vantage customers:
1. Static Database - 10 CSG month-end loaded tables; one time set-up, monthly
load, monthly disk storage.
2. Monetary Transactions - All system and manually generated monetary
transactions; one time set-up, monthly load, monthly disk storage.
3. Additional Work Order History - Storage of statement of work history beyond
the standard two years; one time set-up, monthly load, monthly disk storage.
4. Scheduling Calendar - A summary of the scheduling calendar updated three
times per day; one time set-up, monthly load, monthly disk storage.
5. Cluster Coding - Annual subscription
6. Query Building - Consulting services for developing new queries.
7. Additional Training- Training beyond training provided in Schedule F.
-----------
8. Systems Integration and Support
- Certifying non-certified hardware/software environment
- Troubleshooting existing hardware/software environment (first hour is
free for certified environments)
- On-site support as requested by customer
9. Output Charges
Note: The maintenance and support for third party software is provided by the
----
licensor of those products. Although CSG may assist in this maintenance and
support with front-line support, CSG will have no liability with respect thereto
and Customer must look solely to the licensor.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
SCHEDULE G
PRINT AND MAIL SERVICES
1. Services. Subject to the terms and conditions of the Master Agreement and for
the fees set forth in Schedule F, CSG will provide to Customer, and Customer
------------
will purchase from CSG, all of Customer's requirements for the Print and Mail
Services set forth in this Schedule G for all of Customer's subscriber accounts.
-----------
2. Postage. CSG agrees to purchase the postage required to mail statements to
Customer's subscribers ("Subscriber Statements"), notification letters generated
by CSG, past due notices and other materials mailed by CSG on behalf of
Customer. Customer shall reimburse CSG for all postage expenses incurred in the
performance of the Print and Mail Services based on the then current actual,
discounted, pre-sorted first class postal rate, as determined by the monthly
rate of Customer's mailings (including combined/co-mingled pre-sorted mail as
done by CSG and/or its vendors) that qualify for the discounted, pre-sorted
rate, for each item of first class mail processed by CSG on behalf of Customer.
3. Communications Services. CSG shall provide, at Customer's expense, a data
communications line from the CSG data processing center to each of Customer's
system site locations identified in Exhibit G-1 attached hereto (the "System
Sites"). Customer shall pay all fees and charges incurred by CSG in connection
with the installation and use of and peripheral equipment related to the data
communications line in accordance with the fees described in Schedule F attached
-----------
hereto. Customer shall electronically transmit all data to CSG in a format
approved by CSG. Customer shall, at its expense, obtain all software and
equipment necessary for the transmission of data to CSG, and Customer shall be
responsible for retransmission of data if any errors occur during transmission.
4. Ancillary Services. At Customer's request, CSG shall provide the ancillary
services described in Schedule F attached hereto (the "Ancillary Services") at
-----------
the rates described in Schedule F.
-----------
5. Enhanced Statement Presentation Services. For the fees set forth in Schedule
--------
F, CSG shall develop a customized billing statement (the "ESP Statement" ) for
---
Customer's subscribers utilizing CSG's enhanced statement presentation services.
Customer agrees that CSG's enhanced statement presentation services shall be
Customer's sole and exclusive method of mailing Subscriber Statements to those
subscribers to whom Customer sends bills. At Customer's instruction, CSG will
provide, generic, non-ESP-formatted billing data output to third party billing
agents for Customer's DTC cable affiliates. The ESP Statements may include CSG's
or Customer's intellectual property. "Customer's Intellectual Property" means
the trademarks, service marks, other indicia of origin, copyrighted material and
art work owned or licensed by Customer that CSG may use in connection with
designing, producing and mailing ESP Statements and performing its other
obligations pursuant to this Agreement. "CSG Intellectual Property" means
trademarks, service marks, other indicia of origin, copyrighted material and art
work owned or licensed by CSG and maintained in CSG's public library that may be
used in connection with designing, producing and mailing ESP Statements.
(a) Development and Production of ESP Statements. CSG will perform the design,
---------------------------------------------
development and programming services related to design and use of the ESP
Statements (the "Work") and create the work product deliverables (the "Work
Product") set forth in a separately executed and mutually agreed upon ESP Work
Order (the "Work Order") after the effective date set forth on the Work Order.
The ESP Statement will contain the CSG Intellectual Property set forth on the
Work Order. Customer shall pay CSG the Development Fee for the Work and the Work
Product set forth on the Work Order upon acceptance of the ESP Statements in
accordance with the Work Order. Except with respect to Customer's Intellectual
Property, Customer agrees that the Work and Work Product shall be the sole and
exclusive property of CSG. Customer shall have no proprietary interest in the
Work Product or in CSG's billing and management information software and
technology and agrees that the Work Product is not a work specially ordered and
commissioned for use as a contribution to a collective work and is not a work
made for hire pursuant to United States copyright law. After CSG has completed
the Work and the Work Product, CSG will produce ESP Statements for Customer.
(b) Supplies. CSG will suggest and Customer will select the type and quality of
----------
the paper stock, carrier envelopes and remittance envelopes for the ESP
Statements (the "Supplies"). CSG shall purchase Customer's requirements of
Supplies necessary for production and mailing of the ESP Statements. CSG shall
charge Customer the rates set forth in Schedule F for purchase of Supplies
-----------
except where such Supplies are included per the Schedule.
(c) License of. Customer's Intellectual Property. Customer licenses to CSG to
---------------------------------------------
use all of Customer's Intellectual Property necessary to design, produce and
mail the ESP Statements and perform CSG's other rights and obligations pursuant
to Section 5(a) of this Schedule G, including, but not limited to, the
------------
Intellectual Property listed in the Work Order. CSG shall have the right by
notice to Customer to cease use of any of Customer's Intellectual Property on
ESP Statements at any time, if it is determined in CSG's reasonable judgment
that continued use of such Intellectual Property would subject it to liability
for damages to a third party. Customer represents and warrants that it owns or
has licensed all Customer's Intellectual Property and has full power and
authority to grant CSG the license set forth herein and that CSG's use of
Customer's Intellectual Property on the ESP Statements will not constitute a
misuse or infringement of the Customer's Intellectual Property or an
infringement of the rights of any third party. Customer will use best efforts to
maintain its rights to use and license Customer's Intellectual Property and will
immediately advise CSG of the loss of Customer's right to use any Customer's
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
Intellectual Property and will advise CSG of all copyright and other notices
that must be used in connection with Customer's Intellectual Property and of any
restrictions on use of Customer's Intellectual Property relevant to CSG.
(d) Indemnification Relating to ESP Statements. Customer shall indemnify, defend
------------------------------------------
and hold CSG harmless from any claims, demands, liabilities, losses, damages,
judgments or settlements, including all reasonable costs and expenses related
thereto (including attorneys' fees), directly or indirectly resulting from
Customer's breach of any representation or warranty under this Section 5 (c)
above, Customer's Intellectual Property, the Work Product, and the printing and
mailing of ESP Statements, except for those arising out of CSG Intellectual
Property.
6. Per Cycle Minimum. As of the Commencement Date as defined in Section 9 below,
for each month that this Agreement is in effect, Customer will maintain per each
billing cycle a minimum of three thousand (3000) subscribers on the CSG System.
Per System Site, Customer will have a minimum of four (4) cycles per month but
no more than twenty-eight (28) cycles per month.
7. Processing Minimum. If at any time, the fees and charges incurred as computed
pursuant to Schedule F for the Print and Mail Services are less than those fees
that would have been derived from processing 100,000 subscribers in the first
year of this Agreement, or 125,000 subscribers per year in each subsequent year,
then customer agrees to pay to CSG those fees equal to what they would have
been, had such minimum subscriber levels been met. The parties explicitly
acknowledge and agree that there will be significant resources expended by CSG
in preparing to perform and in the performance of this Agreement, and that CSG
would not have entered into this Agreement unless such minimum subscriber levels
had been guaranteed in advance. The parties therefore agree that any minimum
subscriber fees that Customer would have to pay under this section for
subscribers that were not processed shall be considered liquidated damages and
not a penalty.
8. Advance Payment. At least seven (7) days prior to the Commencement Date of
the Print and Mail Services set forth in Section 9 below, Customer shall pay CSG
an Advance Payment Advance Payment(the "Advance Payment") for the payment of the
expenses described in Sections 2 and 3 of this Schedule G (the "Disbursements').
----------
The Advance Payment will equal the estimated amount of Disbursements for one (1)
month as determined by CSG based upon the project volume of applicable services
to be performed monthly by CSG. If Customer incurs Disbursements greater than
the Advance Payment for any month, Customer shall, within thirty (30) days of
receipt of a request from CSG to increase the Advance Payment, pay CSG the
additional amount to be added to the Advance Payment. If Customer fails to pay
the additional amount requested within such 30-day period, CSG may terminate
this Master Agreement as provided for in Section 17. Upon written request from
Customer, CSG will return to Customer a portion of the Advance Payment if the
Disbursements incurred by Customer on a monthly basis are less than the Advance
Payment for three (3) consecutive months. In addition to the foregoing, CSG
shall apply the Advance Payment to the payment of the current invoice from CSG
which remains unpaid during the term of this Agreement. Any portion of the
Advance Payment that remains after the payment of all amounts due to CSG
following the termination or expiration of this Master Agreement will be
returned to Customer. Customer shall not be entitled to receive interest on the
Advance Payment while it is maintained by CSG.
9. Term. The first day of the calendar month in which the Print and Mail
Services commence shall be referred to as the Commencement Date." The Print and
Mail Services shall continue for a period of five (5) years from the
Commencement Date.
Agreed and accepted this 30th day of June 1997, by:
CSG SYSTEMS, INC., ("CSG") TVN ENTERTAINMENT CORPORATION ("Customer")
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ ---------------------------------------
Exhibit G-1 SYSTEM SITES
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
Exhibit G-1
-----------
System Sites
TVN main location and other sites to be added by Customer.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
SCHEDULE H
INCORPORATED THIRD PARTY SOFTWARE AND LICENSES
and
THIRD PARTY RIGHTS
ADDITIONAL TERMS AND CONDITIONS
A. INCORPORATED THIRD PARTY SOFTWARE
---------------------------------
The following terms and conditions supplement, and where in conflict, supersede
the terms and conditions contained in the Master Agreement, but solely with
respect to the identified item of Incorporated Third Party Software.
There is no Incorporated Third Party Software for the CCS Products.
B. THIRD PARTY RIGHTS
------------------
The following terms and conditions supplement, and where in conflict, supersede
the terms and conditions contained in the Master Agreement and any Schedule, but
solely with respect to the Third Party Rights described below.
CSG may provide Customer with Products, Incorporated Third Party Software and
Services subject to patent or copyright licenses that third parties, including
Xxxxxx X. Xxxx Technology Licensing, L.P., have granted to CSG (the "Third Party
Licenses"). Customer acknowledges that Customer receives no express or implied
license under the Third Party Licenses other than the right to use the Products,
Incorporated Third Party Software and Services, as provided by CSG, in the cable
system operator industry. Any modification of or addition to the Products,
Incorporated Third Party Software or Services or combination with other
software, hardware or services not made or provided by CSG is not licensed under
the Third Party Rights, expressly or impliedly, and may subject Customer and any
third party supplier or service provider to an infringement claim. Neither
Customer nor any third party will have any express or implied rights under the
Third Party Licenses with respect to (i) any software, hardware or services not
provided by CSG or (ii) any product or service provided by Customer other than
through the authorized use of the Products, Incorporated Third Party Software or
Services as provided by CSG.
Agreed and accepted this 30th day of June, 1997, by:
CSG SYSTEMS, INC. ("CSG") TVN ENTERTAINMENT CORPORATION ("Customer").
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ ---------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
