EXHIBIT 10.21
AT&T WORLDNET(SM) SERVICES AGREEMENT
This Agreement ("Agreement") is between AT&T Corp., a New York corporation with
an office at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000 ("AT&T"), and Law Office
Information Systems, Inc., with offices at 000 X. 00xx Xxxxxx, Xxx Xxxxx,
Xxxxxxxx 00000 ("Customer").
AT&T and Customer agree that the following terms and conditions apply to the
provision and use, within the United States, of the AT&t WorldNet(SM) services
and related products ("Services") referenced in any Attachments to this
Agreement signed by Customer and accepted in writing by AT&T. Such attachments
are an integral part of this Agreement.
1. CONTRACT PERIOD
This Agreement is effective when signed by Customer and accepted in writing by
AT&T ("Effective Date"). The Contract Period commences on the Effective Date
and, unless terminated in accordance with the provisions herein, will continue
in effect for as long as any Service period as defined in an Attachment to this
Agreement remains in effect.
2. BILLING AND PAYMENT
A. Customer shall pay AT&T all charges due under this Agreement, without
deduction or setoff. All payments shall be mailed to the address stated on the
xxxx. Bills will be issued monthly and are payable within thirty (30) days from
the date shown on the invoice.
B. Customer agrees to pay any taxes due on the services, however designated
(excluding taxes on AT&T's net income), unless Customer provides a valid tax
exemption certificate.
3. TERMINATION
A. If Customer fails to pay any outstanding charges within ten (10) days after
receipt of written notice from AT&T of delinquency, or if Customer fails to
perform or observe any other material term or condition of this Agreement within
thirty (30) days after receipt of written notice from AT&T of such failure, AT&T
may terminate this Agreement. Customer shall then be liable for all charges
incurred as of the date of termination and, if applicable, any termination
charges associated with termination of the Attachments. All such charges that
are not previously due and payable shall be payable within thirty (30) days from
the date shown on AT&T's invoice.
B. If AT&T fails to perform or observe any material term or condition of this
Agreement within thirty (30) days after receipt of written notice from Customer
of such failure, Customer may terminate the Attachments materially affected by
the breach. Except for charges incurred as of the date of termination, Customer
shall have no further financial obligations to AT&T for such terminated
Attachments.
4. CUSTOMER RESPONSIBILITIES
A. customer shall ensure that all Customer-provided equipment on its premises
that connects to the Services will perform according to published technical
specifications for such equipment and AT&T's interface specifications and
otherwise complies with AT&T's specifications for the Services.
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B. In cases in which Customer and AT&T agree to have AT&T act as Customer's
authorized agent for ordering and coordinating local access circuits for a
Service outside of this Agreement, a separate Agency Agreement will be executed.
C. Customer is solely responsible for the content of any transmissions using
the Services, or any other use of the services, by Customer or by any person or
entity Customer permits to access the Services (a "User"). Customer agrees that
it and any User will not use the Services for illegal purposes, or to interfere
with or disrupt other network users, network services or network equipment.
Disruptions include, but are not limited to, distribution of unsolicited
advertising or chain letters, propagation of computer worms and viruses, and
using the network to make unauthorized entry to any other machine accessible via
the network. Customer shall defend, indemnify, and hold harmless AT&T (as
defined in Paragraph 7.A.) from and against all liabilities and costs (including
reasonable attorneys' fees) arising from any and all claims by any person based
upon the content of any transmissions by Customer or any User using the services
or any other use of the Services by Customer or any User.
D. Customer shall limit access to and use of the Services to its employees
(and, in the case of a Customer that is a nonprofit educational institution, to
employees and students), shall not authorize any person to use the Services
other than for Customer's business purposes, and shall not resell or otherwise
generate income by providing access to the Services to any User. If Customer
permits Users to access the Services, Customer shall defend, indemnify, and hold
harmless AT&T (as defined in Paragraph 7.A.) from and against all liabilities
and costs (including reasonable attorneys' fees) arising from any and all claims
by any such Users in connection with the Services, regardless of the form of
action, whether in contract, tort (including AT&T's active or passive
negligence), warranty, or strict liability. However, Customer shall have no
obligation to indemnify and defend AT&T against claims for direct damages to
real or tangible personal property, or for bodily injury or death, proximately
caused by AT&T's negligence.
E. To the extent deemed necessary by Customer, customer shall implement
security procedures necessary to limit access to the Services to Customer's
authorized users and shall maintain a procedure external to the Services for
reconstruction of lost or altered files, data or programs.
F. Customer is responsible for establishing designated points of contact to
interface with AT&T.
G. Customer agrees to comply, and to cause any User to comply, with United
States law with regard to the transmission of technical data which is exported
from the United States using the Services.
H. Customer understands that Services provided under this Agreement (including
Internet use) may require registrations and related administrative reports that
are public in nature. In addition, Customer agrees that AT&T may include its
name; IP, electronic mail, street, and other addresses; and telephone
information in directories.
5. AT&T RESPONSIBILITIES
AT&T will provide the Services as described in the Attachments. However, AT&T's
policy is to continually improve its products and services, and so may from time
to time change the Services as provided to Customer under this Agreement. In the
event that AT&T changes the Services in any way that materially decreases the
level of the Services available to customer, customer shall have a one time
right to terminate this Agreement within the thirty (30) day period following
receipt of notice of such change by giving AT&T seven (7) days' written notice
of termination and payment of all charges incurred as of the termination date,
but without any termination liability to AT&T.
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6. LICENSES
AT&T hereby grants to Customer a personal, nonexclusive, nontransferable license
during the term of this Agreement to use, in object code form, all software and
documentation ("Licensed Material") which may be furnished to Customer under
this Agreement. Customer agrees to use its best efforts to ensure that its
employees and users of all Licensed Material hereunder comply with the terms and
conditions set out in this Agreement. Customer also agrees to refrain from
taking any steps, such as reverse assembly or reverse compilation, to derive a
source code equivalent to the software. All Licensed Material furnished to
Customer under this Agreement shall be used by Customer only to support
Customer's use of the Services, shall not be reproduced or copied in whole or in
part, shall not be removed from the United States, and shall be returned to AT&T
at the conclusion of the term of this Agreement. In addition, to the extent
Licensed Material includes software or documentation provided by any third party
pursuant to a sublicense from AT&T ("Third Party Material"), Customer agrees, as
a condition to the right to use such Third Party Material, to abide by the terms
and conditions of such sublicense (including such additional end user terms and
conditions as shall be required by such sublicense), and Customer shall be bound
by such terms and conditions by virtue of its use of such Third Party Material
following notice of such terms and conditions.
7. WARRANTY AND LIMITATION OF LIABILITY
A. FOR PURPOSES OF THIS PARAGRAPH 7, "AT&T" INCLUDES AT&T, ANY AFFILIATED AND
SUBSIDIARY COMPANIES OF AT&T, ANY SUBCONTRACTORS AND SUPPLIERS OF THE FOREGOING,
AND THE DIRECTORS, EMPLOYEES, OFFICERS, AGENTS, SUBCONTRACTORS AND SUPPLIERS OF
ALL OF THEM.
B. NO TARIFFED SERVICES ARE PROVIDED UNDER THIS AGREEMENT. PRODUCTS OR SERVICES
SOLD OR PROVIDED UNDER ANOTHER CONTRACT OR UNDER TARIFF ARE GOVERNED SOLELY BY
THE TERMS OF THAT CONTRACT OR TARIFF, INCLUDING ANY WARRANTIES, GUARANTEES, OR
OTHER OBLIGATIONS OF AT&T UNDER THAT CONTRACT OR TARIFF. AT&T MAKES NO WARRANTY
OR GUARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES OR PRODUCTS
PROVIDED UNDER THIS AGREEMENT, AND AT&T EXPRESSLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. AT&T'S LIABILITY TO CUSTOMER ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO
THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AGGREGATE AMOUNT
NOT TO EXCEED THE GREATER OF (A) $25,000 FOR EACH SITE PROVISIONED FOR SERVICES
UNDER THIS AGREEMENT OR (B) THE AMOUNTS PAID BY CUSTOMER FOR SERVICES DURING THE
TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVEN RISE TO THE CLAIM FOR
DAMAGES, IN NO EVENT TO EXCEED AN AGGREGATE OF $50,000 IN THE CASE OF (A) OR
(B). HOWEVER, NOTHING IN THIS SUBPARAGRAPH 7.C. LIMITS AT&T'S LIABILITY FOR
DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY, OR FOR BODILY INJURY OR
DEATH, PROXIMATELY CAUSED BY AT&T'S NEGLIGENCE.
D. AT&T SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE
OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS,
LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT AT&T HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AT&T SHALL NOT BE LIABLE FOR ANY
DAMAGE THAT CUSTOMER MAY SUFFER ARISING OUT OF USE, OR INABILITY TO USE, THE
SERVICES OR PRODUCTS PROVIDED HEREUNDER UNLESS SUCH DAMAGE IS CAUSED BY AN
INTENTIONAL ACT OF AT&T. AT&T SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY
THIRD PARTIES TO CUSTOMER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR
UNAUTHORIZED
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ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF CUSTOMER'S NETWORK,
SYSTEMS, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH
ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. EXCEPT AS EXPRESSLY
SET FORTH IN OR CONTEMPLATED BY THIS AGREEMENT, IN ANY INSTANCE INVOLVING
PERFORMANCE OR NONPERFORMANCE BY AT&T WITH RESPECT TO SERVICES OR PRODUCTS
PROVIDED HEREUNDER, CUSTOMER'S SOLE REMEDY SHALL BE (A) IN THE CASE OF SERVICES,
REFUND OF A PRO RATA PORTION OF THE PRICE PAID FOR SERVICES WHICH WERE NOT
PROVIDED, OR (B) IN THE CASE OF PRODUCTS, REPAIR OR RETURN OF THE DEFECTIVE
PRODUCT TO AT&T FOR REFUND. AT THE OPTION OF AT&T, EXCEPT AS EXPRESSLY SET FORTH
IN OR CONTEMPLATED BY THIS AGREEMENT, IN THE CASE OF REFUND FOR LOST SERVICES,
CREDIT WILL BE ISSUED ONLY FOR PERIODS OF LOST SERVICE GREATER THAN TWENTY-FOUR
(24) HOURS.
E. THESE LIMITATIONS OR LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, INCLUDING WITHOUT
LIMITATION NEGLIGENCE OF ANY KIND, WHETHER ACTIVE OR PASSIVE, AND SHALL SURVIVE
FAILURE OF AN EXCLUSIVE REMEDY.
F. AT&T SHALL NOT BE RESPONSIBLE FOR (1) SERVICE IMPAIRMENTS CAUSED BY ACTS
WITHIN THE CONTROL OF CUSTOMER, ITS EMPLOYEES, AGENTS, SUBCONTRACTORS, SUPPLIERS
OR LICENSEES, (2) INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS, (3)
INABILITY OF CUSTOMER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER
THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE
INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET, (4)
INTERACTION WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR
COMPUTING RESOURCES THROUGH THE INTERNET, (5) SERVICES PROVIDED BY OTHER SERVICE
PROVIDERS, OR (6) PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET.
8. CONFIDENTIALITY
A. All tangible technical or business information disclosed by one party to the
other party and marked as proprietary shall be deemed the property of the
disclosing party and shall be returned upon request. The receiving party shall:
(1) hold such information in confidence for three (3) years after any
termination of this Agreement; (2) restrict disclosure of such information
solely to its employees and employees of its affiliated companies with a need to
know; (3) and use a reasonable degree of care (in no event less than the same
degree of care as it uses for its own proprietary information) to prevent the
unauthorized disclosure, use or publication of such proprietary information.
B. The receiving party shall have no obligation to preserve the confidentiality
of any information which: (1) was previously known to the receiving party or any
of its affiliated companies free of any confidentiality obligation; (2) is
disclosed to third parties by the disclosing party without restrictions; (3)
becomes publicly available by other than unauthorized disclosure; (4) was not
identified as confidential or proprietary; or (5) is independently developed by
the receiving party.
C. The pricing, terms and conditions of this Agreement are proprietary
information and shall be treated in confidence.
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9. GENERAL
A. IF A DISPUTE ARISES WITH RESPECT TO THIS AGREEMENT, OR ANY SERVICES PROVIDED
OR WORK PERFORMED HEREUNDER, EITHER PARTY MAY SUBMIT THE DISPUTE TO A SOLE
MEDIATOR SELECTED BY THE PARTIES OR, AT ANY TIME, TO MEDIATION BY THE AMERICAN
ARBITRATION ASSOCIATION ("AAA"). IF NOT THUS RESOLVED, IT MAY BE REFERRED BY
EITHER PARTY TO A SOLE ARBITRATOR SELECTED BY THE PARTIES OR TO AAA ARBITRATION.
THE ARBITRATION SHALL BE GOVERNED BY THE UNITED STATES ARBITRATION ACT AND
JUDGMENT ON THE AWARD MAY BE ENTERED BY ANY COURT HAVING JURISDICTION. THE
PARTIES SHALL AGREE ON WHAT, IF ANY, DISCOVERY SHALL BE MADE AVAILABLE; IF THE
PARTIES FAIL TO AGREE ON THE FORM OF DISCOVERY WITHIN 30 DAYS AFTER THE
APPOINTMENT OF THE ARBITRATOR, THERE SHALL BE NO DISCOVERY OR ISSUANCE OF ANY
SUBPOENAS. THE ARBITRATOR SHALL NOT LIMIT, EXPAND, OR MODIFY THE TERMS OF THIS
AGREEMENT NOR AWARD DAMAGES IN EXCESS OF COMPENSATORY DAMAGES PERMITTED UNDER
THIS AGREEMENT, AND EACH PARTY WAIVES ANY CLAIM TO SUCH EXCESS DAMAGES. THE
ARBITRATOR SHALL NOT HAVE ANY ABILITY TO AWARD ANY EQUITABLE REMEDIES, AND SHALL
BE LIMITED TO REMEDIES AVAILABLE AT LAW. THE ARBITRATOR SHALL NOT HAVE THE RIGHT
TO AWARD ANY DAMAGES IN EXCESS OF DAMAGES THAT COULD LAWFULLY BE AWARDED BY A
COURT OF COMPETENT JURISDICTION. THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION
CONTAINING FINDINGS AND CONCLUSIONS ON ALL SIGNIFICANT ISSUES. A REQUEST BY A
PARTY TO A COURT FOR INTERIM PROTECTION SHALL NOT AFFECT EITHER PARTY'S
OBLIGATION HEREUNDER TO MEDIATE AND ARBITRATE. EACH PARTY SHALL BEAR ITS OWN
EXPENSES AND AN EQUAL SHARE OF ALL COSTS AND FEES OF THE MEDIATION AND/OR
ARBITRATION. ANY MEDIATOR OR ARBITRATOR SELECTED SHALL BE COMPETENT IN THE LEGAL
AND TECHNICAL ASPECTS OF THE SUBJECT MATTER OF THIS AGREEMENT. THE CONTENT AND
RESULT OF MEDIATION AND/OR ARBITRATION SHALL BE HELD IN CONFIDENCE BY ALL
PARTICIPANTS. EACH OF WHOM WILL BE BOUND BY AN APPROPRIATE CONFIDENTIALITY
AGREEMENT.
B. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES.
EXCEPT THAT PARAGRAPH 9.A. SHALL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH
THE UNITED STATES ARBITRATION ACT.
C. Any legal action arising from or in connection with this Agreement, or any
Services provided or work performed hereunder, must be brought within two (2)
years after the cause of action arises.
D. Neither party shall publish or use any advertising, sales promotions, press
releases or other publicity which use the other party's name, logo, trademarks
or service marks without the prior written approval of the other party.
E. Nothing in this Agreement shall create or vest in Customer any right, title,
or interest in the Services, other than the right to use the Services under the
terms and conditions of this Agreement.
F. If any portion of this Agreement is found to be invalid or unenforceable,
the remaining portions shall remain in effect and the parties will begin
negotiations for a replacement of the invalid or unenforceable portion.
G. This Agreement may not be assigned by either party without the prior written
consent of the other. However, AT&T may, without Customer's consent, assign this
Agreement or its right to receive payments
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hereunder to an affiliate or subsidiary. AT&T may subcontract any or all of the
work to be performed by it under this Agreement, but shall retain responsibility
for the work that is subcontracted.
H. AT&T's performance obligations under this Agreement shall be solely to
Customer and not to any third party. Other than as expressly set forth herein,
this Agreement shall not be deemed to provide third parties with any remedy,
claim, right of action, or other right.
I. AT&T SHALL NOT HAVE ANY LIABILITY FOR DAMAGES OR DELAYS DUE TO FIRE,
EXPLOSION, LIGHTNING, POWER SURGES OR FAILURES, STRIKES OR LABOR DISPUTES,
WATER, ACTS OF GOD, THE ELEMENTS, WAR, CIVIL DISTURBANCES, ACTS OF CIVIL OR
MILITARY AUTHORITIES OR THE PUBLIC ENEMY, INABILITY TO SECURE PRODUCTS OR
TRANSPORTATION FACILITIES, FUEL OR ENERGY SHORTAGES, ACTS OR OMISSIONS OF
COMMUNICATIONS CARRIERS OR SUPPLIERS, OR OTHER CAUSES BEYOND ITS CONTROL WHETHER
OR NOT SIMILAR TO THE FOREGOING.
J. All formal notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing unless otherwise specified in
this Agreement and shall be deemed to have been duly made and received when
personally served, or when mailed by first class mail, postage prepaid, to the
addresses indicated on Page 1 of this Agreement. The parties may change the
addresses on ten (10) days' prior written notice. In addition, the parties may
provide other notices in connection with the provision of the Services under
this Agreement (such as notices relating to service outages and maintenance) by
other means, including by telephone, facsimile or electronic mail.
K. THIS IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SERVICES PROVIDED HEREUNDER AND IT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,
REPRESENTATIONS, STATEMENTS, OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
CONCERNING SUCH SERVICES. No change, modification, or waiver of any of the
terms of this Agreement shall be binding unless included in a written agreement
and signed by both parties.
================================================================================
CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS
EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY
THEM.
================================================================================
LAW OFFICE INFORMATION SYSTEMS, INC. AT&T CORP.
By: /s/ Xxxx X. Xxxxxx By:_____________________________________
---------------------------------
(Authorized Signature) (Authorized Signature)
Xxxx X. Xxxxxx
------------------------------------ ________________________________________
(Typed or Printed Name) (Typed or Printed Name)
President
------------------------------------ ________________________________________
(Title) (Title)
9/28/95
------------------------------------ ________________________________________
(Date) (Date)
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AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Cover Sheet
Page 1
This Attachment to the AT&T WorldNet(SM) Services Agreement between Customer and
AT&T Corp. ("Agreement") covers AT&T WorldNet(SM) Managed Internet Service
(Plus) ("MIS Plus") and is an integral part of the Agreement. This Attachment
consists of:
. Cover Sheet
. Appendix 1
MIS Plus Service Description
. Appendix 2
MIS Plus Pricing
. Appendix 3
MIS Plus Additional Terms and Conditions
. Appendix 4 (If Applicable)
Agency Agreement authorizing AT&T to act as
Customer's agent to order access circuits for
connection to MIS Plus
Service Period
This Attachment is effective when signed by Customer and accepted in writing by
AT&T ("Attachment Effective Date"). The Service Period will commence on the
Attachment Effective Date and, unless terminated in accordance with the
provisions in the Agreement, will continue in effect for a period of
Thirty-six (36) months. At the end of the Service Period, this Attachment will
continue in effect on a month-to-month basis until terminated by either party
giving the other party at least thirty (30) days prior written notice.
Check all options that apply to this Attachment
[X] Customer elects Option A -Premises Equipment Package (up to 15 zones/150
Kbytes)
[_] Customer elects Option B - Primary Domain Name Service Administration
[X] Customer elects Option C - Network News Feed Service
[_] Customer Elects Option D - Packet Filtering
[X] Customer Elects Option E - Usage Reports
[_] Customer elects Option F -Additional secondary DNS (up to 30 zones/100
Kbytes)
--------------------------------------------------------------------------------
CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS
EACH OF THE TERMS AND CONDITIONS IN THIS ATTACHMENT AND AGREES TO BE BOUND BY
THEM.
--------------------------------------------------------------------------------
LAW OFFICE INFORMATION SYSTEMS, INC. AT&T CORP.
By: /s/ Xxxx X. Xxxxxx Accepted:_______________________________
---------------------------------
(Authorized Signature) (Authorized Signature)
Xxxx X. Xxxxxx
--------------------------------- ________________________________________
(Typed or Printed Name) (Typed or Printed Name)
President
--------------------------------- ________________________________________
(Title) (Title)
9/28/95
--------------------------------- ________________________________________
(Date) (Date)
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 1
MIS Plus Service Description
Page 1-1
1. Service Description
AT&T WorldNet(SM) Managed Internet Service (Plus) ("MIS Plus") is an enhanced
service providing managed connectivity to the Internet and other value-added
features. MIS Plus is provided in conjunction with BBN Planet.
MIS Plus provides managed Internet access, along with the following optional
advanced services:
. Premises Equipment Package
. Primary Domain Name Service ("DNS")
Administration (up to 15 zones/150 Kbytes)
. Network News Feed
. Packet Filtering
. Usage Reports
. Additional Secondary DNS (up to 30
zones/300 Kbytes)
The Service Description includes Implementation Support, Network Operations and
Services, Technical Services and Support, and Advanced Services.
MIS Plus is available at port sizes ranging from 56 kbps to 45 Mpbs. and will be
provisioned to ensure adequate throughput for MIS Plus on a shared-facilities
basis consistent with the selected port size. Access options include Digital
Private Line (Accunet(R) Digital Services) and Frame Relay (AT&T InterSpan(R)
Frame Relay Service).
Under this Attachment, MIS Plus is available only within the 50 states of the
United States.
2. Implementation Support
MIS Plus is a complete set of Internet access services and support. MIS Plus
includes everything necessary to assure that a business customer will establish
and maintain a successful connection to the Internet. MIS Plus includes expert
implementation support, pro-active monitoring of service levels, and problem
diagnosis and resolution.
Implementation support, including Option "A" for customer premises equipment, is
described below.
2.1 Site Planning and Preparation
AT&T will provide site planning information to Customer's designated point of
contact in order to assist Customer in preparing for installation of MIS Plus.
Customer will be responsible for providing space and power for a dedicated
router and other premises equipment, an attachment to Customer's internal
network, and at least one computer with TCP/IP support.
MIS Plus includes the registration and propagation of network numbers, domain
names, and routing information as required for Customer's environment.
2.2 Communications Circuit Ordering
AT&T will (on behalf of Customer) order and arrange for installation of the
Digital Private Line or other circuit necessary to connect Customer's location
to the designated AT&T Point of Presence ("Access Facilities"). AT&T arranged
for termination of the circuit in proximity to the planned location of the
premises equipment. Any inside wiring charges shall be the responsibility of
Customer.
2.3 Equipment Provisioning and Staging
Customer may purchase and own premises equipment used in connection with MIS
Plus, but shall assign full management and operational control of that equipment
to AT&T. MIS Plus customers must maintain the premises equipment to current
hardware and software revision levels to make sure that AT&T continues to be
able to exercise operational control. An MIS Implementation Engineer will work
with Customer's implementation coordinator to assure that the proper equipment
is used and configured correctly.
With or without Option "A", customers may select remote installation, referred
to as Tele-Install (via telephone), of premises equipment, or, for an additional
charge, on-site installation. Tele-install is included in MIS Plus and entails
having MIS technicians remotely assist Customer's technical liaison in the
configuration of the premises equipment as necessary to ensure that the premises
equipment is configured properly to work with MIS Plus and validate the
integration of Customer's existing internal network with MIS Plus. In the case
of the on-site implementation option, an MIS technician is dispatched to
Customer's premises to perform the installation.
2.4 Acceptance Testing
The MIS Network Operations Center ("NOC") conducts tests to Customer's site to
ensure that the on-site router can successfully communicate over MIS Plus. The
acceptance test verifies the proper operation of the on-site equipment package,
the local access facility, and the AT&T access infrastructure.
2.5 Initial Integration Service
MIS Plus includes Internet integration support. This includes consultation and
assistance towards performance of the following initial configuration and
orientation tasks on Customer's fully-installed Internet host:
. TCP/IP software configuration
. SMTP mail host configuration
Such activities will be undertaken on AT&T-approved computing systems with
suitable TCP/IP software.
The integration phase of implementation is considered complete when the criteria
defined in Section 2.6 are met.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 1
MIS Plus Service Description
Page 1-2
2.6 Acceptance Criteria
Project implementation for Customer shall be considered complete and service
billing will be initiated when the following criteria have been met.
1. The access router and associated premises equipment is correctly configured
and installed at Customer site, and IP connectivity to the Internet (including
routing outside the MIS network) exists. MIS technical staff verifies IP
connectivity through a test which sends repeated pings through the Internet to
Customer site and verifies that the pings were received. In cases when the
premises equipment configuration supports it, technical staff verifies IP
routing through a trace route test.
2. If Customer has its own domain, Customer's domain is registered with
InterNIC (a process which is managed by AT&T) and any AT&T-supplied primary and
secondary DNS servers are operational for Customer's domain.
3. Any required packet filtering, if Option "D" is selected, has been
installed in the MIS router.
2.7 New Customer Training
Installation includes classroom training on networking topics such as
establishing domain name servers, configuring gateways, implementing subnetting
schemes and processing electronic mail addresses. The two days of training for
two people will be offered at a designated MIS Training Facility.
3. Network Operations and Services
MIS network operations and technical support staff is dedicated to providing
high network availability and performance. MIS is monitored 24 hours per day,
365 days a year by experienced operators and technicians.
The NOC will coordinate operations with Customer's designated points of contact,
hardware vendors and operators of other networks.
The NOC will perform proactive operations support and trouble shooting of
network and service infrastructure and provide pro-active monitoring of service
levels and problem diagnosis and resolution. In addition, AT&T will regularly
generate and store premises router performance information in the NOC for
Customer's retrieval and use.
3.1 Network Monitoring
The NOC uses SNMP-based software to monitor the network. This software is
coupled with additional tools to monitor non-SNMP equipment, domain name
servers, NNTP news feeds, and other network services. The monitoring software
reports the status of the network to a display that is monitored throughout the
day. Changes in the network status are logged to provide the NOC with the
ability to evaluate staff responsiveness and network availability.
3.2 Communication Link Maintenance
The NOC is responsible for maintaining the communications link between Customer
and the MIS network. This includes problem diagnosis, and any necessary vendor
interaction for dispatch and repair.
3.3 Premises Equipment Maintenance
MIS Plus includes maintenance for dedicated premises equipment for MIS Plus
customers. The MIS operations staff shall diagnose failures with the assistance
of Customer's designated point of contact designated by Customer at the site,
and determine whether equipment replacement is required. Customer's designated
point of contact shall perform the actual replacement with telephone assistance
(as necessary) from the NOC.
If Customer has selected Option "A" (Premises Equipment Package), Customer shall
receive replacement equipment via next-business-day courier.
4. Technical Services and Support
4.1 Software and Configuration Support
MIS technical staff will coordinate software updates and configuration changes
as required for the router and CSU/DSU. AT&T will notify the Customer's
designated point of contact of software changes, and will seek where feasible to
perform maintenance during off-hours.
4.2 24-hour Hotline
All hotline calls will be answered by a touch-tone menu system. The hotline will
be staffed on a 24-hour basis.
4.3 Trouble Ticket System
The Network Operations Trouble Ticket System allows the NOC to track problems
from initial report through satisfactory resolution. As the MIS staff works to
resolve problems, the current status is always entered in the Trouble Ticket
System. The system's electronic mail and fax interfaces allow these entries to
be provided automatically to interested customer technical contacts.
4.4 Fault Isolation and Problem Resolution
Fault isolation involves coordination among network operators and technicians,
staff at the affected site and other vendors. Depending on the specific
technologies used, the process may involve testing equipment, reconfiguring
routers, or diagnosing communications link problems. The MIS operations staff
will also seek to keep AT&T customers informed of any widespread outages on
connection networks.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 1
MIS Plus Service Description
Page 1-3
4.5 Security Procedures
MIS security procedures include keeping customers informed of known and
suspected security breaches. Information about security problems will be
reviewed and may be distributed to customer sites by the MIS operations staff.
Fax, phone calls and E-Mail will be employed, based on the urgency and nature of
the problem. MIS Plus customers may designate a list of up to 5 contacts who
will be authorized to request site disconnection or reconnection as necessary.
The security procedures employed with MIS Plus constitute only part of a
comprehensive security plan for any user of Internet services, and do not
guarantee network security or prevent security incidents. Customer is
responsible for implementing security measures to protect its network, systems,
applications, data files, programs, procedures and information from unauthorized
access, alteration, theft, loss or destruction.
4.6 Secondary Domain Name Service (DNS)
AT&T provides MIS Plus customers with secondary domain name service as necessary
for successful presence on the network (up to 10 zones and 100 Kbytes of zone
file data). Secondary DNS service is maintained on multiple servers which are
physically diverse and connected to the MIS network at different points. DNS
administration is performed during normal business hours and changes are limited
to an average of one per week.
5. Optional Services
MIS Plus customers may subscribe to the following optional advanced services.
Option "A" - Premises Equipment Package
MIS Plus customers may choose to obtain pre-configured customer premises
equipment from AT&T as part of the service for an additional monthly fee, or on
a purchase basis at a one-time cost. AT&T will replace equipment in need of
repair under this Option as provided in Section 3.3 of Appendix 1, Service
Description.
The premises equipment package consists of a TCP/IP router, CSU/DSU, loopback
connector, transceiver, and associated cables. Customers may choose between AUI
or 10BASE-T an 10BASE-2 transceiver types. Where a different type of transceiver
is required, Customer is responsible for providing it. The package of service
equipment utilized by each customer is pre-assembled and subjected to a hardware
quality acceptance test by MIS technical staff before delivery to Customer site.
To ease installation, equipment is either pre-configured before delivery to
Customer or remotely configured by MIS technical stall after it is connected to
the network.
Option "B" - Primary Domain Name Service (DNS) Administration (up to 15
zones/150 Kbytes)
The translation of domain names (e.g., xxx.xxx) to underlying Internet addresses
is performed by primary domain name servers. Therefore, establishment of a
Primary DNS is a prerequisite for each Internet presence.
Secondary DNS backup is part of MIS Plus (up to 10 zones and 100 Kbytes of
associated zone file data). By purchasing Option "B", Customers may have MIS
provide primary DNS service rather than incurring the cost of setting up and
managing a primary DNS system in-house. This option provides Primary DNS for up
to 15 zones and 150 Kbytes of associated zone file data.
MIS engineers work with Customer to develop and implement a DNS strategy. This
includes working with InterNIC to register Customer's domain name. Once in
place, changes to the DNS data base are performed during normal business hours
and limited to an average of one request per week.
Option "C" - Network News Feed Service
Network News is a forum of groups that conduct national and international
dialogues on thousands of topics. Hundreds of thousands of people throughout the
world participate in this "bulletin board." The forum allows people to post and
read about new findings, products, services, or commentary within a special
interest group or a wider audience. Under Option "C," MIS Plus offers
comprehensive or selective access to these news groups, as chosen by the
Customer. AT&T IS NOT RESPONSIBLE IN ANY WAY FOR THE CONTENT OF ANY NEWS GROUPS
THAT MAY BE ACCESSED BY CUSTOMER THROUGH THIS FEATURE.
As a prerequisite to Network News Feed Service, Customer must install a news
server provided by Customer. Once the server is in place and the service is
established, MIS Plus feeds selected news information from the MIS central news
server to Customer's server via NNTP (network news transfer protocol) making it
available to all authorized users on Customer's private network. MIS staff will
track evolving use of news feed service and make recommendations on upgrading
access line speed to keep pace with news feed requirements.
Customers may request changes to the list of news groups fed from the MIS server
during normal business hours at a frequency averaging up to one change request
per week.
Option "D" - Packet Filtering
Packet Filtering is a useful component of a comprehensive security plan. Under
Option "D," AT&T oversees implementation and ongoing management of packet
filtering tables resident in the premises router. These filters help control
which outside addresses can enter a customer's internal network and help screen
internal users from connecting with predesignated outside destinations via the
Internet.
The MIS engineering staff works with Customer to develop a customized packet
filtering plan. Once this design phase is complete, AT&T builds the filtering
tables in the router and maintains the filtering tables as Customer's
environment evolves. Routine changes to filters are limited to an average of one
request per week.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 1
MIS Plus Service Description
Page 1-4
Option "E" - Usage Reports
Network Usage Reports are a traffic summary that allows customers to track
access line utilization and peak activity periods. With this information,
customers can proactively plan access line bandwidth upgrades as overall
utilization grows. The usage report is provided weekly and details utilization
as a percentage of available bandwidth across the week. This information is
collected from Customer premises equipment using SNMP (Simple Network Management
Protocol) tools.
Option "F" - Additional Secondary DNS (up to 30 zones/300 Kbytes)
Secondary DNS, as back-up to the Primary DNS, is included as part of MIS Basic
for up to 10 zones and 100 Kbytes of associated zone file data. By selecting
this option, Customer can choose to increase that coverage to up to 30 zones and
300 Kbytes of associated zone file data.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 2
MIS Plus Pricing
Page 2-1
Pricing
The prices specified in this Appendix 2 apply to each location provisioned for
MIS Plus and, other than Access Facilities Charges under Section IV, are
guaranteed for the Service Period only and only for services initially purchased
under this Attachment. At the end of the Service Period, all discounts and
discount plans will cease, and AT&T may amend the prices from time-to-time
provided that AT&T gives Customers at least sixty (60) days prior written
notice. Different prices may also apply to services, features, options and
locations selected after the Attachment Effective Date.
Schedule I: Implementation Support Fees
Service Level
-------------
Tele-Install $1000
------------------
Notes:
(1) Implementation support fees are a one-time charge due within 30 days
of service commencement.
(2) Travel expenses also apply to on-site installations more than 125
miles from any MIS service center: Dallas, Chicago, Atlanta,
Cambridge, New York City, Palo Alto and Washington, D.C.
(**) 45 Mbps installation costs will be provided to the customer on a case
by case basis.
Schedule II: AT&T WorldNet(SM) Managed Internet Service (Plus)
Port Rate and Monthly service fee
---------------------------------
768 Kbps (15% discount) - $1955
Notes:
(**) 45 Mbps Service costs will be quoted on a case by case basis.
Additional charges may apply for services or features not specified herein,
including location changes and professional services.
Schedule III: Optional Services
Options
-------
Option "A"
Premises Equipment Package
128 Kbps - T1 Outright Purchase - $5000
Notes:
(**) 45 Mbps prices will be quoted on a case by case basis.
Installation
Monthly (One-Time)
------- ------------
Option "B"
Primary DNS Administration
(Up to 00 Xxxxx/000 Xxxxxx) -XX- -XX-
Notes:
(1) Secondary DNS Administration included in MIS Plus includes up to 10
zones and 100 Kbytes of associated zone file data. Primary DNS
Administration includes up to 15 zones and 150 Kbytes of associated
zone file data.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 2
MIS Plus Pricing
Page 2-2
Installation
Monthly (One-Time)
------- -------------
Option "C"
Network News Feed
Service -NA- -NA-
Option "D"
Packet Filtering -NA- -NA-
Option "E"
Usage Reports $50 -NA-
Option "F"
Additional Secondary DNS
(up to 00 Xxxxx/000 Xxxxxx) -XX- -XX-
Schedule IV: Access Facilities Charges
Access Facilities will be priced on an individual case basis by your AT&T
Representative from Customer location to the point where service availability
has been defined. The following access types will be supported:
Digital Private Line (ACCUNET(R) Digital Services)
Frame Relay (AT&T InterSpan(R) Frame Relay Service)
Others (including Integrated Access) as approved by AT&T on a case-by-case
basis.
Service will be available at all AT&T InterSpan and ACCUNET Points of Presence
within the 00 xxxxxx xx xxx Xxxxxx Xxxxxx.
Schedule V: Special Options
Special Options include Redundant Configurations. With this Special Option,
available to MIS Plus customers that select Option "A," Premises Equipment
Package, dual premises equipment is provided to the customer, and each router
and CSU/DSU pair is homed into a different AT&T POP. This Special Option does
not include loadsharing of outbound traffic across the Access Facilities (which
is the responsibility of the customer's host) or inbound traffic balancing
across the Access Facilities (which cannot be assured in this configuration).
Special Options also include the following services offered by BBN Planet: Web
Advantage(SM) Service and Site Patrol(SM) Service. See you AT&T Representative
for descriptions and terms and conditions relating to these services.
Special Options will be priced out of an individual basis by your AT&T
Representative.
The total monthly price is the sum of applicable portions of Schedules II, III
and IV.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 3
MIS Plus Additional Terms and Conditions
Page 3-1
1. Implementation
Customer and AT&T will mutually agree upon a Scheduled Network Activation
Date ("SNA") for each location site. AT&T will use all reasonable efforts
to ensure that service is provided by that date.
2. Billing
Billing for each location shall begin on the earlier of (i) the Actual
Network Activation Date ("ANAD") for that location or (ii) if
implementation is postponed beyond the SNAD at the request of Customer, due
to Customer's failure to meet its obligations under this agreement, or
otherwise due to circumstances within Customer's control, the SNAD as set
forth in Section 1, Implementation.
The ANAD for a Customer location is when Customer is notified by AT&T that
MIS Plus is being provided to that location.
3. Access Facilities
The following provisions shall apply to Access Facilities provided by AT&T
under this Attachment.
A. Customer understands and agrees that AT&T, in order to provision MIS
Plus, will be obtaining the required access facilities necessary to connect
Customer's locations to the designated AT&T Point of Presence ("Access
Facilities"). AT&T will obtain Access Facilities from interexchange
carriers, local exchange carriers, alternate access vendors and/or others
("Access Suppliers"). AT&T shall use reasonable efforts to work with the
Access Suppliers to resolve problems with Access Facilities, but AT&T shall
not be responsible for interruptions to MIS Plus caused by Access
Facilities or installation delays caused by Access Suppliers.
B. Access Facilities provided by AT&T under this Attachment shall be
governed by this Attachment and not by tariff. Under this Attachment, AT&T
will only provide Access Facilities to be used solely for the provision of
MIS Plus. If Customer wishes to use integrated access facilities, i.e.,
facilities used for the provision of MIS Plus and tariffed services,
Customer must obtain directly out of tariff or under a separate agreement
such facilities and the network multiplexing functionality required to
support the MIS Plus configuration.
C. If Customer, with approval from AT&T, subsequently wishes to obtain
Access Facilities directly out of tariff or under a separate agreement (and
not through AT&T under this Attachment), Customer shall give AT&T ninety
(90) days' advance written notice and pay all Access Facilities related
charges incurred under this Attachment as of the effective date of such
change.
D. In cases where Access Facilities are purchased outside of this
Attachment, arrangements shall be made for AT&T to be given operational
control over such Access Facilities as necessary in connection with AT&T's
provision of MIS Plus.
4. Termination
If a 12-month Service Period is selected, the following applies:
Customer may terminate this Attachment by thirty (30) days' prior written
notice to AT&T and payment of all charges incurred as of the termination
ate and a Termination Charge. The Termination Charge will consist of 100%
of the scheduled payments for each of the months remaining through month 12
of the Service Period.
If a 36-month Service Period is selected, the following applies:
Customer may terminate this Attachment by thirty (30) days' prior written
notice to AT&T and payment of all charges incurred as of the termination
date and a Termination Charge. The Termination Charge will consist of (1)
100% of the scheduled payments for each of the months remaining through
month 12 of the then-current annual period at the time the termination
becomes effective, plus (2) all multi-year discounts (if any) received by
Customer and an additional charge of five percent (5%) of the value of any
canceled portion of the Service Period, and (3) any Access Facilities
cancellation charges or other charges incurred by AT&T as a result of such
termination.
Thirty (30) days after the ANAD of the first location, Customer shall have
a one time right to terminate this Attachment within the ten (10) day
period thereafter by giving AT&T seven (7) days' written notice of
termination and payment of all charges incurred as of the termination date,
but without payment of any Termination Charges other than as provided under
item (3) in the preceding paragraph.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 3
MIS Plus Additional Terms and Conditions
Page 3-2
Customer may terminate this Attachment at any time during the Service
Period without liability, provided that Customer replaces this Attachment
with a new Attachment or Agreement with AT&T for MIS of equal or greater
term and revenue commitment at the same locations.
5. AT&T-Provided Equipment on Customer's Premises
The following applies to any AT&T provided equipment located on Customer's
premises.
AT&T will deliver, install, and maintain the equipment, as more
specifically described in Appendix 1, Service Description.
Customer, at its own expense, will provide (i) an equipment room
environmentally compliant with local laws of each country and other
environmental conditions as specified by AT&T; (ii) reasonable access to
the equipment at times specified by AT&T; and (iii) adequate work space,
heat, light, ventilation and electrical outlets.
Customer is responsible for removal of any hazardous material (e.g.,
asbestos) or correction of any hazardous condition on Customer's premises
that affects AT&T's performance.
The equipment shall not be removed, relocated, modified, or attached to
non-AT&T equipment by Customer without prior written authorization from
AT&T, which shall not be unreasonably withheld.
Except for equipment subject to the Purchase Option under Option "A"
(Premises Equipment Package), title to the equipment will remain with AT&T.
Customer will, however, be liable for repair charges or the replacement
cost of the equipment if it is damaged or lost due to theft, negligence,
intentional acts, unauthorized acts or other causes within the reasonable
control of Customer, its agents or employees. Customer will bear all risk
of loss to equipment subject to the Purchase Option under Option "A"
(Premises Equipment Package).
Except for equipment subject to the Purchase Option under Option "A"
(Premises Equipment Package), upon termination of this Agreement, or
earlier termination of the applicable AT&T provided equipment option,
Customer will make the equipment available for removal or return it in the
same condition as originally installed, ordinary wear and tear excepted or
Customer will pay for restoration of the equipment to such condition. AT&T
shall not be obligated to restore thepremises to its original condition. If
Customer does not return the equipment or make it available for removal by
AT&T, then Customer shall be liable for its then-current market value.
EQUIPMENT PROVIDED TO CUSTOMER SUBJECT TO THE PURCHASE OPTION UNDER OPTION
"A" IS PROVIDED BY AT&T "AS IS," WITH NO EXPRESS OR IMPLIED REPRESEN
TATIONS OR WARRANTIES OF ANY KIND (SUCH AS MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE). AT&T'S SOLE OBLIGATION WITH RESPECT TO SUCH EQUIPMENT
SHALL BE AS PROVIDED UNDER SECTION 3.3 OF APPENDIX 1, SERVICE DESCRIPTION.
AT&T WorldNet(SM) Managed Internet Service (Plus) Attachment
Appendix 4
MIS Plus Additional Terms and Conditions
Page 4-1
This Agency Agreement is between AT&T Corp. ("AT&T") and Customer.
1. EFFECTIVE DATE
This Agreement is effective upon execution of the AT&T WorldNet(SM) Managed
Internet Service (Plus) Attachment and shall continue in effect as long as
the MIS Attachment is in effect.
2. SERVICES
Customer authorizes AT&T to arrange for and coordinate installation and
disconnection of tariffed and other communications services as required by
Customer for its MIS Plus configuration.
3. PAYMENT OF CHARGES
All recurring and non-recurring charges made by vendors for service ordered
on Customer's behalf shall be paid by Customer directly and are not the
responsibility of AT&T.
4. LIMITATION OF LIABILITY
Customer's sole and exclusive remedies shall be: (a) in the event of breach
of this Agency Agreement by AT&T, Customer's right to terminate this Agency
Agreement; (b) Customer's right to direct damages for damage to real or
tangible personal property or damages for bodily injury or death,
proximately caused by AT&T's negligence; and (c) Customers right to receive
a credit for charges billed to Customer by vendors solely as a result of
negligence by AT&T. Except as provided in subparagraphs (b) and (c) above,
AT&T shall have no liability for either direct, indirect, incidental or
consequential damages (including lost profits) resulting from or arising in
connection with this Agency Agreement. AT&T shall not be responsible for
non-performance by any vendor from which AT&T orders service or equipment
on Customer's behalf.
5. COVERAGE
This Agency Agreement is in effect for all of Customer's MIS Plus locations
unless otherwise specified by Customer in writing.
THIS IS THE ENTIRE AGENCY AGREEMENT BETWEEN CUSTOMER AND AT&T WITH RESPECT TO
MIS PLUS. ANY AMENDMENTS, MODIFICATIONS OR CHANGES MUST BE IN WRITING AND SIGNED
BY CUSTOMER AND AT&T.
LAW OFFICE INFORMATION SYSTEMS, INC. AT&T
By: /s/ Xxxx X. Xxxxxx By:_____________________________________
--------------------------------
(Authorized Signature) (Authorized Signature)
Xxxx X. Xxxxxx
-------------------------------- _____________________________________
(Typed or Printed Name) (Typed or Printed Name)
President
-------------------------------- _____________________________________
(Title) (Title)
9/28/95
-------------------------------- _____________________________________
(Date) (Date)
