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EXHIBIT 10.19
SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
PURPOSE
The purpose of this document is to define the roles and responsibilities of
Cabot Corporations support and Cabot Microelectronics support after the final
split of Cabot Microelectronics from Cabot Corporation. Cabot Microelectronics
will become it's own entity and have systems responsibilities for its locations
effective September 28th, 2000.
The services described within this document provide a methodology for
introducing and implementing reasonable expectations for Cabot's Asia Pacific
Applications Support, the Alpharetta Help Desk, the Technical Support groups,
and the Tuscola and Alpharetta Applications group. This will also cover Cabot
Microelectronics service responsibilities.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
LOCATIONS COVERED
The locations which are supported under this document are as follows:
Cabot Microelectronics
----------------------
Aurora Manufacturing Location & Corporate Office
▇▇▇▇▇ Manufacturing Location
Geino Manufacturing Location
APPLICATIONS SUPPORTED
▇.▇. ▇▇▇▇▇▇▇ for Geino
Marcam (Prism, Advantis) & ▇.▇. ▇▇▇▇▇▇▇ for ▇▇▇▇▇ and Aurora
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
INFRASTRUCTURE SUPPORT
Cabot Corporation has agreed to continue to host and support the following
infrastructure for Cabot Microelectronics until January 1, 2001. The items are
as follows:
- Cabot Website
- Cabot Connect
- Cabot Internet Service Provider
- Cabot Frame Relay Network
- Cabot Internet Firewall
- Cabot NT Domain
- NT Primary Domain Controller
- Cabot Notes Infrastructure
- SMTP Gateway
- Network Management Tools
- AS400 Connectivity (Client Access)
On or before January 1, 2001 Cabot Microelectronics will provide it's own
services and infrastructure for the items identified above. AS400 Connectivity
is the only item above which will remain. Cabot Microelectronics is responsible
for all licensing of above software if they continue use as their own company.
Technical services personnel from both locations will work on addressing
security issues for new network connectivity for application systems usage. Both
parties agree that we will need to address securing the network for applications
hosting purposes only.
In good faith, both parties will work on transition of the above services.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
APPLICATIONS SUPPORT
Cabot Corporation has agreed to host the Marcam (Prism, Advantis) and
▇.▇. ▇▇▇▇▇▇▇ applications for Aurora and ▇▇▇▇▇ and host the ▇.▇.
▇▇▇▇▇▇▇ applications for the Geino location. The following will outline
responsibilities for Cabot Corporation and Cabot Microelectronics for
supporting these applications.
Cabot Microelectronics will have to pay additional license fees to ▇.▇.
Edward's and Wonderware Corporation for the extended use of the
software.
APPLICATIONS INFRASTRUCTURE:
Cabot Corporation's Alpharetta based and Tuscola based support groups
will look to maintain operational reliability of the following:
- AS400 Operating Systems
- AS400 Backups
- AS400 Tuning, Sizing, and Setting Changes
- AS400 Operational Support
- AS400 Upgrades - It must be recognized that Cabot will drive upgrades
based on requirements.
Note: All recognize that the release levels will be driven by Cabot's
requirements until October 1, 2001. Negotiations may occur but Cabot
Corporation has final approval.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
APPLICATION SOFTWARE SUPPORT - CABOT MICROELECTRONICS:
Software Support
Cabot Microelectronics will provide external and internal resources to
provide the following support: to their users in Aurora and ▇▇▇▇▇:
- PHONE SUPPORT
Act as the single point of contact for users with required
assistance. Each call will be logged and assigned a priority with
appropriate follow-up to the user.
- FIRST LEVEL SUPPORT
Where the problem / request can be resolved immediately during the
call answering process.
The following are examples of this type of support:
Printing Can't find report, Change Outq,
Why isn't the report printing
User Access Forgotten AS400 password
- SECOND LEVEL SUPPORT
The problem / request requires an in-depth understanding of the
application, data flows and configuration / setup. Some knowledge is
also required as the understanding of the business transaction.
The following are examples of this type of support:
How do I reverse an inventory disbursement?
Where does an IM document type originate?
What exchange rate do I use for currency restatement?
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
- THIRD LEVEL SUPPORT
The problem / request requires an in-depth technical knowledge and
thorough understanding of data and file structure within JDE and
Marcam (Prism, Advantis).
The following are examples of this type of support:
Writing of conversion, interface or enhancement programs Reviewing
program logic to determine exactly what is occurring Determining
that a problem is definitely caused by a software bug
Configuration of additional features / functions
*** All software change request require documentation for review and
approval by Tuscola application support group. Since the packaged
software code is shared code between Cabot's FMO division and Cabot
Microelectronic we must have a control point to ensure that any
change request do not have negative impact on one or the other
companies.
Once change request is agreed upon the design, development, testing,
and implementation for the change will move forward. Cabot
Microelectronics is responsible for design, development, and testing.
Tuscola applications support group will perform signoff testing and
will implement changes into the production environment.
- ACCESS CONTROL
Access control covers all aspects of user setup, cost center
security, menu access and menu setup / modification.
- SECONDARY WORK
Cabot Microelectronics external resources will work on Tuscola
applications support group projects as secondary work based on
available time.
- AFTER HOURS SUPPORT
Since the systems are operated on a 24 X 7 basis Cabot Microelectronic
will be first point of contact for out of normal business hours
support.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
APPLICATION SOFTWARE SUPPORT - CABOT CORPORATION (TUSCOLA):
The Tuscola based applications support group will provide 1st level
support, 2nd level support, Access Control support, and Phone Support
as a backup to the internal/external support resources for Cabot
Microelectronics. Definitions for this support can be found in the
Cabot Microelectronics application section above in this document.
Definition of backup means during vacation, sick days, and on agreed
upon holidays.
- CHANGE CONTROL
The Tuscola based applications group will be a key part of the change
management process. This group will approve request for change that
impact the global application model, systems operations, systems
configuration, and setup.
This group will also perform testing once testing has been completed
with the developer and end users. The testing performed by the
Tuscola group will be testing to ensure that the global model has not
been compromised and that the modifications do not impact the other
environments for Tuscola and Rheinfelden. In the event some issues
are surfaced, this group will work with the developers to understand
whether changes need to be made or whether the change can be
implemented.
- MANAGEMENT
The Tuscola based applications support manager will administratively
manage the outside consultant to ensure hours worked and efficiency
of work. This will be done in coordination with the Cabot
Microelectronics application manager.
- SOFTWARE MAINTENANCE
The applications software will be updated on a periodic basis, such
that the software will be kept at the most current level of release
that is acceptable to all participating businesses. Each site will be
responsible for providing users to test these system upgrades.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
APPLICATION SOFTWARE SUPPORT - ALPHARETTA AND ALTONA
Software Support
Cabot Corporation will provide the following support: to ▇.▇. ▇▇▇▇▇▇▇
users in Geino:
- PHONE SUPPORT
Act as the single point of contact for users with required
assistance. Each call will be logged and assigned a priority with
appropriate follow-up to the user.
- FIRST LEVEL SUPPORT
Where the problem / request can be resolved immediately during the
call answering process.
The following are examples of this type of support:
Printing Can't find report, Change Outq,
Why isn't the report printing
User Access Forgotten AS400 password
- SECOND LEVEL SUPPORT
The problem / request requires an in-depth understanding of the
application, data flows and configuration / setup. Some knowledge is
also required as the understanding of the business transaction.
The following are examples of this type of support:
How do I reverse an inventory disbursement?
Where does an IM document type originate?
What exchange rate do I use for currency restatement?
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
- THIRD LEVEL SUPPORT
The problem / request requires an in-depth technical knowledge and
thorough understanding of data and file structure within JDE.
The following are examples of this type of support:
Writing of conversion, interface or enhancement programs
Reviewing program logic to determine exactly what is occurring
Determining that a problem is definitely caused by a software bug
Configuration of additional features / functions
*** All software change request require documentation for review and
approval by Cabot Microelectronics application manager which will
then be forwarded to the Altona based applications support group for
approval. Since the packaged software code is shared code between
Cabot's Corporations North American and Asia Pacific Carbon Black
locations we must have a control point to ensure that any change
request do not have negative impact on one or the other companies.
Once change request is agreed upon the design, development, testing,
and implementation for the change will move forward. Cabot
Corporation is responsible for design, development, and testing.
Geino users will be responsible for user acceptance testing. Any
requirements that require more than two weeks work or are unable to
be accommodated in the 10% support time for Cabot Microelectronics
will need to be reviewed with Director of IS from each organization
to determine funding requirements.
- ACCESS CONTROL
Access control covers all aspects of user setup, cost center
security, menu access and menu setup / modification.
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
- CHANGE CONTROL
The Alpharetta and Altona based applications group will be a key part
of the change management process. This group will approve request for
change that impact the global application model, systems operations,
systems configuration, and setup.
This group will also perform testing once testing has been completed
with the developer and end users. The testing performed by these
groups will be testing to ensure that the global model has not been
compromised and that the modifications do not impact the other
locations. In the event some issues are surfaced, this group will
work with the developers to understand whether changes need to be
made or whether the change can be implemented.
- SOFTWARE MAINTENANCE
The applications software will be updated on a periodic basis, such
that the software will be kept at the most current level of release
that is acceptable to all participating businesses. Each site will be
responsible for providing users to test these system upgrades.
End User Call Request Procedure
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SUPPORT AGREEMENT FOR CABOT CORP. & CABOT MICROELECTRONICS
The End User must provide as much information as possible relating an
initiated call. In the event of a problem or program failure the end
user needs to determine whether this will be a local or regional
applications issue and then provide the following information:
- description of failure
- time of failure
- last date of successful operation
- description of any changes made since last successful operation
For a new feature / program request:
- detailed description of new feature / request
- description why this is required / what are you trying to achieve
- value to Corporation this enhancement will bring / benefit
- sample report / screen layout, showing data elements required
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