Attachment A | PCS *** Pricing | |||
Attachment A-1 | AWS *** Pricing | |||
Attachment B | Training | |||
Attachment C | PCS *** Pricing |
*** | Where this marking appears throughout this Exhibit 10.4(d), information has been omitted pursuant to a request for confidential treatment and such information has been filed with the SEC separately |
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Attachment C-1 | AWS *** Pricing | |||
Attachment D | RTSA and Sun MVM | |||
Attachment E | Responsibilities Matrix for System Engineering, Implementation, and Optimization Services | |||
Attachment F | Change Management Process | |||
Attachment G | Repair and Exchange Services | |||
Attachment H | Product Standard Intervals | |||
Attachment I | Cell Site Self-Install Agreement | |||
Attachment J | Services | |||
Attachment K | Co-Marketing | |||
Attachment L | Messaging | |||
Attachment M | Intelligent Network | |||
Attachment N | Metropolis® DMX/Managed Services Offer |
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BTA Name | BTA Name | BTA Name | ||
79 Chico | 262 Los Angeles | 101 Dallas* | ||
291 Merced | 28 Bakersfield | 418 Sherman** | ||
303 Modesto | 397 Salinas/Monterey | 112 Detroit | ||
389 Sacramento | 404 SF/Oakland | |||
434 Stockton | 134 Eureka | |||
485 Yuba City | ||||
371 Redding |
* | Only includes the eleven (11) counties comprising the Dallas-Ft. Worth cellular market area. | |
** | Only includes Grayson and Fannin counties. |
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“Delivery Date”, “Delivery” or similar derivations thereof means the actual date on which: (a) as to Products, Licensed Materials or other items furnished to Customer under this Agreement where Seller will be installing such Products, Licensed Materials or other items: (i) the Products, Licensed Materials or other items are physically delivered to the Customer premises or Site where such Products, Licensed Materials or other items are to be installed or such Services are to be performed; and (ii) the Customer-designated recipient has signed off on the same; or (b) as to Products, Licensed Materials or other items furnished to Customer under this Agreement where Seller will not be installing such Products, Licensed Materials or other items: (i) the Products, Licensed Materials or other items are physically delivered to the Customer-designated final destination established in the applicable Purchase Order (irrespective of whether delivered in the interim to a Seller staging center); and (ii) the Customer-designated recipient has signed off on the same.
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Market | Infrastructure Ready* | |
*** | *** |
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(i) | If Customer *** , Customer shall be relieved from the exclusivity provisions of this Section *** | ||
(ii) | If Customer is relieved of the above-described exclusivity provision underSection 1.6(a), the prices, discounts and incentives set forth inAttachments AandA-1will apply to any and all subsequently placed Purchase Orders. |
(iii) | If Customer is relieved of the above-described exclusivity provision underSection 1.6(b), the prices, discounts and incentives set forth inAttachments CandC-1 will apply to any and all subsequently placed Purchase Orders. |
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(iv) | UnderSection 1.26(b),if Customer has the right to cancel Purchase Orders and/or contract with another supplier for any products, licensed materials or services that Seller cannot supply or perform because of a Force Majeure, then to the extent they otherwise would be applicable, Customer will be relieved of its exclusivity obligations under this Section for so long as the Force Majeure prevents Seller from performing. *** If and when *** , Customer shall resume purchasing PCS CDMA System Products and AWS CDMA System Products exclusively from Seller as provided in this Section in any PCS Licensed Area and/or Awarded AWS Licensed Area where *** | ||
(v) | If Customer is permitted to purchase replacement products for a Discontinued Product from other suppliers as set forth in Sections 1.19(f), 2.2, 2.5 or 3.4, then Customer will be relieved of the above-described exclusivity provisions as provided in Sections 1.19(f), 2.2, 2.5 or 3.4, as applicable. If Customer subsequently orders from Seller the Discontinued Product or the other Products and Software that are an integral part of the Discontinued Product’s operation, the prices set forth in Attachments C and C-1 will apply to such purchases. |
(vi) | *** |
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***
Sales Support — Order Entry
8-2N-160F
800 North Point Parkway
Alpharetta, GA 30005
***
***
***
***
***
***
***
***
To Customer:
2250 Lakeside Boulevard
Richardson, Texas 75082-4304
Attn.: Senior Vice President and Chief Financial Officer
***
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Guaranteed | ||||
AWS Model | Availability Date | Release | ||
*** | *** | *** | ||
*** | *** | *** | ||
*** | *** | *** | ||
*** | *** | *** |
Guaranteed | ||||
Feature | Availability Date | Release | ||
*** | *** | *** | ||
*** | *** | *** |
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To Seller: | Alcatel-Lucent | |||
1 Marigold Court | ||||
Lumberton, New Jersey 08048 | ||||
*** *** | ||||
Copy To: | Alcatel-Lucent | |||
2400 Dallas Parkway, Suite 505 | ||||
Plano, Texas 75093 | ||||
*** *** |
To Customer: | MetroPCS Wireless, Inc. | |||
2250 Lakeside Boulevard | ||||
Richardson, Texas 75082-4304 | ||||
*** *** | ||||
Copy To: | MetroPCS Wireless, Inc. | |||
2250 Lakeside Boulevard | ||||
Richardson, Texas 75082-4304 | ||||
*** *** |
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METROPCS WIRELESS, INC. | LUCENT TECHNOLOGIES INC. | |||||||||
By: | /s/ Roger D. Linquist | By: | /s/ Stephen Marino | |||||||
Name: | Roger D. Linquist | Name: | Stephen Marino | |||||||
Title: | CEO and Chairman of the Board | Title: | Sales VP | |||||||
Date: | 12/3/07 | Date: | 12/3/07 |
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ATTACHMENT A-1, AWS *** PRICING
< | Taxes, domestic transportation, hauling, hoisting, and warehousing; | ||
< | Engineering site visits (if required); | ||
< | Extraordinary installation items — helicopters, cranes, etc.; | ||
< | Power/battery plant, additions, growth and or replacements; | ||
< | Transmission/networking equipment, additions, growth and or replacement; | ||
< | Antennas/tower, additions, growth modifications; | ||
< | Building modifications/construction; | ||
< | Optional hardware items associated with select Seller Software (e.g. OTA, SMS, AutoPace, billing platforms, etc.); | ||
< | All charges associated with non-Standard Intervals; | ||
< | Any other items not specifically quoted herein. |
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Material | Standard | Spares | Net Effective | |||||||||||||
Modcells | * * * | * * * | * * * | |||||||||||||
Channel Elements | * * * | * * * | * * * | |||||||||||||
Power / Batteries | * * * | * * * | * * * |
AWS Modcell 4401 1st Carrier / 3 Sector (Model 1b) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight-, No Battery Backup *** | 4401 *** | |||
AWS Modcell 4401 1st Carrier / 3 Sector (Model 1bE) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO *** | 4401 *** | |||
AWS Modcell 4401 3S f2 w/ no additional Battery back-up (Model C2b) - - Adding carrier to Model 1b *** | 4401 *** | |||
AWS Modcell 4401 3S f3 w/ no additional Battery back-up (Model C3b) - - Adding carrier to Model 2b *** | 4401 *** | |||
AWS Modcell 4401 3S f4 w/ no additional Battery back-up (Model C4b) - - Adding carrier to Model 3b *** | 4401 *** |
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AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, -No Battery Backup *** | Mod 4.0b PC *** | |||
AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO *** | Mod 4.0b PC *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C2) - - Adding carrier to Model 1 *** | Mod 4.0b *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C3) - - Adding carrier to Model 2 *** | Mod 4.0b *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C4) - - Adding carrier to Model 3 *** | Mod 4.0b *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C5) - Adding carrier to Model 4 *** | Mod 4.0b *** |
AWS 3S f6 w/ no additional Battery back-up (Model C6) - - Adding carrier to Model 5 *** | Mod 4.0b *** | |||
AWS 3S f7 w/ no additional Battery back-up (Model C7) - Adding carrier to Model 6 *** | Mod 4.0b *** | |||
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AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, No Battery Backup *** | Mod 4.0b PC *** | |
AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO *** | Mod 4.0b PC *** | |||
AWS 6S f2 w/ no additional Battery back-up (Model C9) - - Adding carrier to Model 8 *** | Mod 4.0b *** | |||
AWS 6S f3 w/ no additional Battery back-up (Model C10) - - Adding carrier to Model 9 *** | Mod 4.0b *** | |||
AWS 6S f4 w/ no additional Battery back-up (Model C11) - - Adding carrier to Model 10 *** | Mod 4.0b *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C12) - - Adding carrier to Model 11 *** | Mod 4.0b *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C13) - - Adding carrier to Model 12 *** | Mod 4.0b *** | |||
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AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15) - - Includes CPC a/b, 2W composite, URCII, Snakelight, No Battery Backup *** | Mod 4.0b PC *** | |||
AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15E) - - Includes CPC a/b, 2W composite, URCII, Snakelight, 4 Strings L1 in EZBFO *** | Mod 4.0b PC *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C16) - - Adding carrier to Model 15 *** | Mod 4.0b *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C17) - - Adding carrier to Model 16 *** | Mod 4.0b *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C18) - - Adding carrier to Model 17 *** | Mod 4.0b *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C19) - - Adding carrier to Model 18 *** | Mod 4.0b *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model C20) - - Adding carrier to Model 19 *** | Mod 4.0b *** | |||
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AWS 8420 Indoor 1st Carrier / 3 Sector (Model 1D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power *** | 8420 *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C2D) - - Adding carrier to Model 1D *** | 8420 *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C3D) - - Adding carrier to Model 2D *** | 8420 *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C4D) - - Adding carrier to Model 3D *** | 8420 *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C5D) - - Adding carrier to Model 4D *** | 8420 *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model C6D) - - Adding carrier to Model 5D *** | 8420 *** | |||
AWS 3S f7 w/ no additional Battery back-up (Model C7D) - - Adding carrier to Model 6D *** | 8420 *** | |||
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AWS 8420 Indoor 1st Carrier / 6 Sector (Model 8D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power *** | 8420 *** | |||
AWS 6S f2 w/ no additional Battery back-up (Model C9D) - - Adding carrier to Model 8D *** | 8420 *** | |||
AWS 6S f3 w/ no additional Battery back-up (Model C10D) - - Adding carrier to Model 9D *** | 8420 *** | |||
AWS 6S f4 w/ no additional Battery back-up (Model C11D) - - Adding carrier to Model 10D *** | 8420 *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C12D) - - Adding carrier to Model 11D *** | 8420 *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C13D) - - Adding carrier to Model 12D *** | 8420 *** | |||
| ||||
AWS 6S f7 w/ no additional Battery back-up (Model C14D) - - Adding carrier to Model 13D *** | 8420 *** | |||
| ||||
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AWS 3S f4 w/ no additional Battery back-up (Model 01-CA) - - Adds 3 quadruplexers to 3S3C PCS site to convert to dual band site *** | Mod 4.0b *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C-02-CA) - - Adding carrier to site that has Model 01-CA applied *** | Mod 4.0b *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model 03-CA) - - Adding carrier to site that has Model 01-CA & C-02-CA applied *** | Mod 4.0b *** | |||
AWS 6S f4 w/ no additional Battery back-up (adding to 6S3C PCS BTS) (Model 04-CA) - - Adds growth frame 6S3C PCS site to add AWS at site *** | Mod 4.0b *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C-05-CA) - - Adding carrier to site that has Model 04-CA applied *** | Mod 4.0b *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C-06-CA) - - Adding carrier to site that has Model 04-CA & C-05-CA applied *** | Mod 4.0b *** | |||
***
***
***
***
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***
***
***
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ATTACHMENT C-1, AWS *** PRICING
< | Taxes, domestic transportation, hauling, hoisting, and warehousing; | ||
< | Engineering site visits (if required); | ||
< | Extraordinary installation items — helicopters, cranes, etc.; | ||
< | Power/battery plant, additions, growth and or replacements; | ||
< | Transmission/networking equipment, additions, growth and or replacement; | ||
< | Antennas/tower, additions, growth modifications; | ||
< | Building modifications/construction; | ||
< | Optional hardware items associated with select Seller Software (e.g. OTA, SMS, AutoPace, billing platforms, etc.); | ||
< | All charges associated with non-Standard Intervals; | ||
< | Any other items not specifically quoted herein. |
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Material | Standard | Spares | Net Effective | |||
Modcells | *** | *** | *** | |||
Channel Elements | *** | *** | *** | |||
Power / Batteries | *** | *** | *** |
• | *** |
AWS Modcell 4401 1st Carrier / 3 Sector (Model 1b) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight-, No Battery Backup | 4401 | ||
*** | *** | ||
AWS Modcell 4401 1st Carrier / 3 Sector (Model 1bE) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO | 4401 | ||
*** | *** | ||
AWS Modcell 4401 3S f2 w/ no additional Battery back-up (Model C2b) - - Adding carrier to Model 1b | 4401 | ||
*** | *** | ||
AWS Modcell 4401 3S f3 w/ no additional Battery back-up (Model C3b) - - Adding carrier to Model 2b | 4401 | ||
*** | *** | ||
AWS Modcell 4401 3S f4 w/ no additional Battery back-up (Model C4b) - - Adding carrier to Model 3b | 4401 | ||
*** | *** | ||
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AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1) | Mod 4.0bPC | |||
- Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, -No Battery Backup | ||||
*** | *** | |||
AWS Modcell 4.0b Primary 1st Carrier / 3 Sector (Model 1E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO | Mod 4.0b PC | |||
*** | *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C2) - - Adding carrier to Model 1 | Mod 4.0b | |||
*** | *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C3) - - Adding carrier to Model 2 | Mod 4.0b | |||
*** | *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C4) - - Adding carrier to Model 3 | Mod 4.0b | |||
*** | *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C5) - - Adding carrier to Model 4 | Mod 4.0b | |||
*** | *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model C6) - - Adding carrier to Model 5 | Mod 4.0b | |||
*** | *** | |||
AWS 3S f7 w/ no additional Battery back-up (Model C7) - - Adding carrier to Model 6 | Mod 4.0b | |||
*** | *** | |||
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AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, No Battery Backup *** | Mod 4.0b PC *** | |||
AWS Modcell 4.0b Primary 1st Carrier / 6 Sector (Model 8E) - - Includes CPC a/b Redundancy, 24W/carrier, URCII, Snakelight, 4 Strings L1 in EZBFO *** | Mod 4.0b PC *** | |||
AWS 6S f2 w/ no additional Battery back-up (Model C9) - - Adding carrier to Model 8 *** | Mod 4.0b *** | |||
AWS 6S f3 w/ no additional Battery back-up (Model C10) - - Adding carrier to Model 9 *** | Mod 4.0b *** | |||
AWS 6S f4 w/ no additional Battery back-up (Model C11) - - Adding carrier to Model 10 *** | Mod 4.0b *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C12) - - Adding carrier to Model 11 *** | Mod 4.0b *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C13) - - Adding carrier to Model 12 *** | Mod 4.0b *** | |||
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AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15) - - Includes CPC a/b, 2W composite, URCII, Snakelight, No Battery Backup *** | Mod 4.0b PC *** | |||
AWS 8420 Outdoor 1st Carrier / 3 Sector (Model 15E) - - Includes CPC a/b, 2W composite, URCII, Snakelight, 4 Strings L1 in EZBFO *** | Mod 4.0b PC *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C16) ***- - Adding carrier to Model 15 | Mod 4.0b *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C17) ***- - Adding carrier to Model 16 | Mod 4.0b *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C18) - - Adding carrier to Model 17 *** | Mod 4.0b *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C19) - - Adding carrier to Model 18 *** | Mod 4.0b *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model C20) - - Adding carrier to Model 19 *** | Mod 4.0b *** | |||
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AWS 8420 Indoor 1st Carrier / 3 Sector (Model 1D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power *** | 8420 *** | |||
AWS 3S f2 w/ no additional Battery back-up (Model C2D) - - Adding carrier to Model 1D *** | 8420 *** | |||
AWS 3S f3 w/ no additional Battery back-up (Model C3D) - - Adding carrier to Model 2D *** | 8420 *** | |||
AWS 3S f4 w/ no additional Battery back-up (Model C4D) - - Adding carrier to Model 3D *** | 8420 *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C5D) - - Adding carrier to Model 4D *** | 8420 *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model C6D) - - Adding carrier to Model 5D *** | 8420 *** | |||
AWS 3S f7 w/ no additional Battery back-up (Model C7D) - - Adding carrier to Model 6D *** | 8420 *** | |||
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AWS 8420 Indoor 1st Carrier / 6 Sector (Model 8D) - - Includes CPC a/b, 2W composite, URCII, Snakelight, non-integrated power *** | 8420 *** | |||
AWS 6S f2 w/ no additional Battery back-up (Model C9D) - - Adding carrier to Model 8D *** | 8420 *** | |||
AWS 6S f3 w/ no additional Battery back-up (Model C10D) - - Adding carrier to Model 9D *** | 8420 *** | |||
AWS 6S f4 w/ no additional Battery back-up (Model C11D) - - Adding carrier to Model 10D *** | 8420 *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C12D) - - Adding carrier to Model 11D *** | 8420 *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C13D) - - Adding carrier to Model 12D *** | 8420 *** | |||
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AWS 3S f4 w/ no additional Battery back-up (Model 01-CA) - - Adds 3 quadruplexers to 3S3C PCS site to convert to dual band site | Mod 4.0b | |||
*** | *** | |||
AWS 3S f5 w/ no additional Battery back-up (Model C-02-CA) - - Adding carrier to site that has Model 01-CA applied | Mod 4.0b | |||
*** | *** | |||
AWS 3S f6 w/ no additional Battery back-up (Model 03-CA) - - Adding carrier to site that has Model 01-CA & C-02-CA applied | Mod 4.0b | |||
*** | *** | |||
AWS 6S f4 w/ no additional Battery back-up (adding to 6S3C PCS BTS) (Model 04-CA) - - Adds growth frame 6S3C PCS site to add AWS at site | Mod 4.0b | |||
*** | *** | |||
AWS 6S f5 w/ no additional Battery back-up (Model C-05-CA) - - Adding carrier to site that has Model 04-CA applied | Mod 4.0b | |||
*** | *** | |||
AWS 6S f6 w/ no additional Battery back-up (Model C-06-CA) - - Adding carrier to site that has Model 04-CA & C-05-CA applied | Mod 4.0b | |||
*** | *** | |||
***
***
***
Channel Element (CE) Pricing:
***
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***
***
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ATTACHMENT D, REMOTE TECHNICAL SUPPORT
ADVANTAGE (RTSA) AND
MULTIVENDOR MAINTENANCE SERVICE
FOR SUN PRODUCTS (SUN MVM)
STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1(BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
1 Introduction | 5 | |||
Description of Services | 6 | |||
2 Term/Duration | 6 | |||
3 Remote Technical Support Advantage | 6 | |||
4 Seller Responsibilities | 6 | |||
4.1Remote Technical Support (RTS) Description | 6 | |||
4.1.1 Seller Tasks/Deliverables | 7 | |||
4.1.2 RTS Performance Objectives | 7 | |||
4.1.3 Definition of Severity Levels | 8 | |||
4.1.4 Definition of Respond, Restore and Resolve | 8 | |||
4.1.5 Respond, Restore and Resolve Objectives | 8 | |||
4.1.6 Customer Service Delivery Feedback/Escalation | 9 | |||
4.2Customer Technical Advocate Support | 9 | |||
4.2.1 Description | 9 | |||
4.2.2 CTA Tasks/Deliverables | 10 | |||
4.2.3 CTA Exclusions | 11 | |||
4.3Base Release Software and Service (BRSS) | 11 | |||
4.3.1 Updates and Upgrades | 11 | |||
4.3.2 License Audit | 12 | |||
4.3.3 Distribution | 13 | |||
4.3.4 Software Delivery | 13 | |||
4.3.5 Pre-Installation Support | 13 | |||
4.3.6 Installation Support | 13 | |||
4.3.7 Retrofit Support | 13 | |||
4.4Software Support Policy | 14 | |||
4.4.1 Normal Progression/Skipping | 14 | |||
4.4.2 Major Release Life Cycle Ratings | 14 | |||
4.4.3 Support Availability for Different Software Ratings* | 16 | |||
5 Customer Responsibilities | 16 | |||
5.1Customer Responsibilities Concerning Lucent Web Site Access | 17 | |||
6 Exclusions | 18 | |||
7 Assumptions/Eligibility for RTSA | 20 | |||
7.1Equipment Manufactured, and Installed by or Purchased from Seller | 20 | |||
7.2Other Situations | 20 | |||
7.3Customer’s Warranties of Authority | 20 |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
7.4Support For Relocated Software | 21 | |||
7.5Commencement of RTSA | 21 | |||
7.5.1 General | 21 | |||
7.5.2 First System | 21 | |||
7.5.3 Additional Systems | 22 | |||
7.5.4 Addition of Existing Systems | 22 | |||
8 General terms | 22 | |||
8.1Conditions | 22 | |||
8.2Change Management | 22 | |||
8.3Acceptance | 23 | |||
8.4Warranty | 23 | |||
9 Pricing Section | 23 | |||
9.1Determination of Pricing Units | 23 | |||
9.2Pricing Notes: | 23 | |||
10 Pricing | 24 | |||
10.1 Maintained Products for RTS and BRSS | 24 | |||
10.1.1 Maintained Products | 24 | |||
10.1.2 1XEVDO Maintained Products | 25 | |||
10.1.3 Optional Feature Support | 25 | |||
10.1.4 IPBH/TrFO Maintained Products | 25 | |||
11 GLOSSARY | 25 | |||
12 Multivendor Maintenance Service for Sun Products (“Sun MVM”) | 29 | |||
12.1Elements of Work and Lucent Responsibilities | 29 | |||
12.1.1 Description | 29 | |||
12.2Tasks/Deliverables | 29 | |||
12.2.1 MVM SUN Response Time Objectives | 29 | |||
12.2.2 On-site Dispatched Technician | 30 | |||
12.2.3 Hardware FRU Repair or Replacement | 30 | |||
12.3Customer Responsibilities | 31 | |||
12.4Exclusions | 32 | |||
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
12.5MVM SUN Definitions | 33 |
4 of 33
STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Lucent performance objectives extend to Maintained Products running on current software version release only, which includes Major Releases with a product lifecycle rating of SA or A&M, as described in section 4.4.2. Objectives are also contingent to Seller gaining remote access to Maintained Products to perform remote technical support.
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Description | Premium Coverage | |
Call Receipt & Routing | 24x7 |
Targets3 | Premium Coverage | |
Respond | *** | |
*** |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A (BRSS) |
Targets3 | Premium Coverage | |
Restore | *** | |
Resolve | *** |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A (BRSS) |
o | Serve as a single point-of-contact to co-ordinate resolution of multi-product issues and significant customer issues across organizations. | ||
o | Manage executive escalations and set up executive meetings, if needed. | ||
o | Conduct conference calls(s) with Customer at agreed-upon times to review their ARs and address Customer support issues. | ||
o | Identify and escalate Customer issues, track key Customer commitments and represent Seller at joint Customer and Seller conference calls and report card/metric reviews as necessary. |
Some of the activities are:
o | The CTA will work with the customer to address technical issues associated with major, multi-customer Seller offers (Customer Technical Initiatives). The CTA will interface to Program Management and development. Some customer technical initiatives might be an add-on service available at an additional price. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | Understand control mechanisms and critical action/recovery paths for system components. | ||
o | Understand capacity issues and how to measure and manage current capacity. | ||
o | Provide explanation of related technical matters (i.e., critical triggers, smrg, TFC30 for the 5E and the SCME guidelines). | ||
o | Keep the customer abreast of the new Software Releases and Software features. The Seller consultant may also advise the customer on each features’ capabilities. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
SA | A&M | LA | DA | |||||
SUPPORT | ||||||||
Outage | *** | *** | *** | *** | ||||
Non-Outage | *** | *** | *** | *** | ||||
SOFTWARE ISSUED | ||||||||
Software Updates | *** | *** | *** | *** | ||||
SOFTWARE MODIFICATIONS MADE+ | ||||||||
Outage | *** | *** | *** | *** | ||||
Billing/Call Processing | *** | *** | *** | *** | ||||
Non-Service Affecting | *** | *** | *** | *** | ||||
Software | *** | *** | *** | *** | ||||
Enhancements | ||||||||
Special Features | *** | *** | *** | *** | ||||
PROCEDURES | ||||||||
Retrofit From | *** | *** | *** | *** | ||||
Retrofit To | *** | *** | *** | *** | ||||
Procedures Archived | *** | *** | *** | *** | ||||
Support Tools | *** | *** | *** | *** | ||||
Archived | ||||||||
New Start Cutover | *** | *** | *** | *** | ||||
RELEASE SPECIFIC | ||||||||
Software Maintained | *** | *** | *** | *** | ||||
Documentation | *** | *** | *** | *** | ||||
Maintained | ||||||||
Software Archived | *** | *** | *** | *** | ||||
Documentation | *** | *** | *** | *** | ||||
Archived |
+ | Seller reserves the right to implement fixes in software to problems in succeeding Major Releases of that software. | |
1 | Available only if considered a Severity 1 or 2 problem. | |
2 | Available only if considered a Severity 1 problem. | |
3 | Available for attempted recovery only of the most recently DA’ed release, using Customer’s copy of the software. Seller makes no commitment that it can or will provide any fix or work-around by overwrite or any other method. When a Software release reaches DA, Assistance Requests are no longer addressed. | |
4 | These are limited to the first year of DA rating. | |
5 | Limited to the most recent DA’ed Release. Any Release older than the most recent DA’ed Release will require a Warmstart to migrate to a newer Release. |
o | Provide the proper environment, electrical and telecommunication connections in conformance with product technical specifications. This includes maintaining capacity |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
and throughput in accordance with specific guidelines of Maintained Products. | |||
o | Ensure that Maintained Products are in operating condition, and operate on current supported hardware and software releases. | ||
o | Ensure that Maintained Products are maintained with implementation of Software Updates and Class A changes, within a 30-day interval of availability. | ||
o | Maintain maintenance support agreements for 3rd party platforms that interact with Maintained Products. | ||
o | Ensure that Seller and relevant third party software manufacturer’s applicable installation, operation, administration, and maintenance instructions are complied with. | ||
o | Move Maintained Products only with Seller’s prior written consent, which consent shall not be unreasonably withheld in the case of movement from one designated processor to another in the same country, and notifying Lucent of the new location of any relocated Maintained Products. Customer may, however, move or change circuit packs or Cells within a Market or inter-Market without such consent or notification. | ||
o | Provide secure VPN access to Maintained Products. | ||
o | Maintain a procedure external to the Software programs for reconstruction of lost or altered files, data, and/or programs. | ||
o | When reporting an AR, include Severity Level of problem and output of any diagnostics, printed logs, already performed to help reproduce the conditions under which the trouble occurred. Identify site ID or contract number, submitter name & location, callback telephone number and/or email address, system name & location, processor location, type and serial number, and alternate contact. |
o | Customer must notify Seller in writing immediately of any change in the employment or authorization status of any personnel having authorized access to the Web site; |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | Customer’s use of any Lucent.com Web site is subject to all Terms of Use then set forth or linked to the Web site. Such Terms of Use shall in no event be construed to increase Seller’s obligations under this Attachment nor to create or modify any performance objectives for the services under this Attachment. |
o | Equipment certification, as required per Seller’s policy on equipment not installed by Seller, or lapse in RTS coverage that spans more than ***, or equipment that has been moved; However, this exclusion does not apply to circuit packs or Cells that are moved or self-installed by the Customer within a Market or inter-Market or Equipment that has been moved by Seller. |
o | Repair or replacement of product components; |
o | Lab and trial support; |
o | On-site technical support. RTS is typically provided from the TAC or other Seller location that is remote from the site where Customer’s systems are located. At Seller’s discretion, Seller may dispatch personnel and or equipment to Customer’s site for diagnostic purposes. At Customer’s request, and as agreed to by Seller, Seller may provide on-site technical assistance in problem resolution beyond such remote support. On-site assistance is not included in RTS, and will be billed to the Customer at Seller’s then standard rate plus Travel and Living expenses (T&L), subject to a billing minimum of *** ; |
o | Performing preventive maintenance for the Maintained Products; |
o | Deployment services, integration services, or custom modifications; |
o | Support for custom software features, that is, any features that are not present in the generally available version of the Maintained Products or software; |
o | Support for third-party software not licensed to Customer by Seller; |
o | Creating or making corrections to Customer specific reports; |
o | Services to implement CTA recommendations or suggested solutions. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | Loss of any data or the cost of reconstructing data lost during the performance of RTS service. In no case shall Seller be held responsible for such loss; |
o | Making specification changes or performing services connected with installation or relocation of the Maintained Products; |
o | Work external to the Maintained Products, whether or not on the designated processor used in conjunction with the Maintained Products; |
o | Assistance, including without limitation, modification or replacement of the Maintained Products, repair of damage, or increase in service time caused by or required as a result of any of the following: |
Ø | Failure to continually provide a suitable operational environment with all facilities prescribed by the applicable product specifications document including, but not limited to, the failure to provide or the failure of, adequate electrical power, air conditioning, or humidity control; | ||
Ø | Use of the Maintained Products in a manner not in accordance with its published specifications, operating instructions, capacity guidelines, or license-to-use; | ||
Ø | Failure to properly maintain or backup Covered Software on the system, to observe operating guidelines, to maintain Third-party platforms, software or equipment as described in Section 0. | ||
Ø | Force Majeure Events, including accident; disaster, which shall include, but not be limited to, fire, flood, earthquake, water, wind or lightning; transportation difficulties; terrorism or other hostile action; neglect; or misuse; except as follows: In the event of a service interruption caused by a Force Majeure Event Seller will make every commercially reasonable attempt to restore service on the Maintained Products. If, however, service is not restored within 12 hours, Seller and Customer will mutually agree on next steps to be taken, which may include the purchase of disaster recovery services to restore service. Additionally, the commercially reasonable efforts contemplated by the provision do not include the provision of new or additional hardware or software or performance of on-site services, which if available would require payment of additional charges; | ||
Ø | Modifications, maintenance, or repair performed by other than Seller designated personnel, including charges not authorized by Seller in the Maintained Product or software or the hardware or the software environment in which the Maintained Product or software operates, including without limitation the introduction of updates of third party software or hardware that have not been validated by Seller; | ||
Ø | Attachment of unspecified, non-recommended or non-approved products to the Maintained Products, or repairs required as a direct result of failure of a processor or other equipment or software not maintained by Seller, or failure of removable or rotating storage media; | ||
Ø | Database problems: If the condition is determined to be the result of corruption of the Maintained Product’s database, and such corruption is not the direct result of the Maintained Products, the condition will be referred back to Customer. However, if corruption is the result of, or caused by, Seller’s Maintained Products, Seller shall manage the resolution of the problem, at no additional charge; | ||
Ø | Hardware/firmware problems: When a condition has been isolated to a hardware or firmware problem on a product that is not covered under this Attachment, the condition will be referred back to Customer for disposition under whatever maintenance arrangements Customer may have for such hardware or firmware; | ||
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Ø | Other/interfacing systems problems: If the condition is determined to be caused by systems other than the Maintained Products, including, but not limited to, systems that interface with the Maintained Products, the condition will be referred to Customer for corrective action unless the other system(s) has been furnished by Seller and is covered under this Attachment, in which case Seller shall manage the resolution of the problem. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
• | Provide Seller with (30) days prior written notice of such relocation | ||
• | Pay additional charges if the move increases Seller’s costs or expenses of providing BRSS | ||
• | Seller reserves the right to inspect (one time) the software as installed at the new location to determine its eligibility for support as provided in Section 0 of this Attachment. | ||
• | Seller further reserves the right to supervise the unloading (if any) of the Software from the processor and the reinstallation of the Software at the new installation location. If Seller chooses to perform the above stated inspection and/or supervisions, Seller shall be entitled to be compensated for such services at Seller’s then standard rate. |
This general provision is subject to certain special rules set forth in this section.
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | Seller reserves the right to determine which personnel to assign to perform Services. Seller personnel shall at all times be subject to the employment conditions of Seller and not those of Customer, but all such employees shall be qualified and certified on the Products and Software. |
o | Seller may use proprietary tools and Software for providing this service. The stated price does not include the sale, licensing or transfer of such tools or software to Customer. |
o | All work will be performed during normal business hours — 8:00AM to 5:00PM, local time, Monday through Friday — unless different working hours/schedule have been noted in the appropriate Service Description section. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | All prices are in $US, unless stated otherwise. |
o | Seller will invoice Customer for RTSA services prior to the commencement of services for the calendar year, and will invoice subsequent year in advance prior to the start of each year. ***. |
o | Unused services in a calendar year will not be carried over to a subsequent year. |
o | When a RTSA program is provided for less than a full year, the following adjustments apply: |
Ø | Customer will be entitled to 1/12th of the annual Consulting services hours for each full month during which the Customer will be receiving RTSA program Service. |
o | *** . |
o | Additional charges incurred at Seller’s then standard rate as provided in this Attachment are separately billable and may be invoiced monthly by Seller or at the time of completion. |
o | Addition of Existing Software: If Customer obtains from any third party additional existing systems then providing service to the public, by purchase, lease, merger or otherwise, such acquired systems shall not automatically be included in the group of Customer’s systems, if any, then covered by RTSA. Upon request of Customer, Lucent will provide |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Customer a quotation including such acquired systems in the RTSA service. |
o | Prices are based upon purchase of RTSA for the entire agreed Term. Accordingly, and notwithstanding any other provision of the Agreement, there is no right by Customer to terminate this Attachment for convenience during the course of the Initial Term or any Renewal Term. |
o | *** | ||
o | *** | ||
o | *** | ||
o | *** | ||
o | *** | ||
o | *** | ||
o | *** |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
o | *** | ||
o | *** |
o | *** | ||
o | *** | ||
o | *** | ||
o | *** | ||
o | *** | ||
o | *** |
o | *** | ||
o | *** |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
“Craft” means a small Software release containing a collection of minor software changes, to a Major Release. Typically a Craft contains less extensive Software changes than those included in Point Releases or Software Updates.
“Customer Technical Advocate” and “CTA” means a person assigned by Seller pursuant to Section 0.
“ECD” means equipment configuration database.
“ECP” means a Seller-manufactured executive cellular processor installed in any of Customer’s PCS systems in the Covered Systems, whether or not such ECP was installed by or sold to Customer by Seller, and regardless of the technology supported by such ECP (e.g., analog, and CDMA).
“First System” means the initial equipment in a new market that completes installation and integration, rendering it commercially viable. The initial equipment may comprise of at least one CDMA ECP and its associated Base Station or one 1xEVDO-RNC and its associated Data Cell for which Customer has been invoiced.
“Franchised Area” means the area(s) for which the Federal Communications Commission in the United States or a comparable government agency has granted a permit to construct and operate one or more CDMA system(s), including any non-designated areas contiguous to the Franchise Area, and in which, under such agency’s applicable rules, Customer will be able to provide a wireless telecommunications service in such area(s) utilizing such system(s).
“Initial Operating Fees” (IOF) means those fees paid upon initial provision of software for the right to use such software. Such a fee includes RTSA for the period of time described in Section 0
“Major Release” means an issue of software, which significantly adds to, improves or enhances existing base or standard software features and capabilities of the prior Major Release involving more extensive changes to the underlying source code or the user interface than is the case in a Point Release or a Craft. A Major Release may also correct defects in earlier releases. The term “Generic Release” is synonymous with Major Release. A Major Release may also provide new optional software features, which Customer may acquire for additional license fees.
“ODD” means office dependent data.
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
“Optional Software Feature” means a feature or functionality of software resident in a Major Release but which is not licensed to Customer as part of BRSS and is available for use by Customer only if Customer pays the applicable separate license fee therefore.
“Pick-A-Pack Program” shall have the same meaning defined in Attachments A. A-1, C and C-1.
“Point Release” means a superseding issue of software, which adds to, improves or enhances existing features and capabilities of the Major Release of the software with which it is associated. A Point Release may also correct defects in earlier releases.
“Remote Technical Support” “RTS” mean the collection of post-deployment support services provided under this Attachment as defined in this Attachment.
“Retrofit”, means a replacement of an existing Major Release (including any subsequently issued Point Releases) with a Software Upgrade that constitutes a new Major Release. Retrofits require modifications of the ODD and/or the ECD.
“Severity 1”, “Severity 2”, “Severity 3” and “Severity 4” mean the severity levels described in this Attachment.
“Software Update” means a partial update of existing software provided to Customer in consideration of Customer’s payment of BRSS fees, and containing one or more of the following, in any combination: (i) improvement in basic call processing capabilities, as well as basic system operation and maintenance, (ii) changes to maintain compatibility between a new system release and features existing in a prior system release (when initially introduced, a new system release may not always be fully compatible with features available immediately prior to such release), (iii) a platform for optional software features, and (iv) consolidations of periodic fixes and overwrites. A Software Update can also be a Point Release or a Craft, if it meets any of those definitions. Seller does not commit that any Software Updates will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Updates that may be provided under the BRSS Program prior to the time that a Software Update is released and made generally available to all BRSS subscribers
“Software Upgrade” refers to a Major Release provided to Customer in consideration of Customer’s payment of BRSS fees. In addition to the four Software Update criteria mentioned above, a Software Upgrade may also provide infrastructure changes. A Software Upgrade differs from a Software Update in that only a Software Upgrade can provide infrastructure changes. Seller does not commit that any Software Upgrades will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to the BRSS Program. Furthermore, Seller does not warrant that any specific features or functionality will be included in any Software Upgrades that may be provided under the BRSS Program prior to the time that a Software Upgrade is released and made generally available to all BRSS subscribers.
“Standard Base Software Release” means the two most recent Major Releases that have been declared generally available. For example, if Major Release N is the latest generally available release, it and Major Release N-1 are considered Standard Base Software Releases.
“T&M basis” means time and material, at Seller’s then prevailing rates to the extent that applicable rates are not set forth in the Attachments A. A-1, C, C-1 and J.
“Third Party Software” means software developed and owned by a third party using their own specifications and licensed to Seller. Any third party warranties are a pass through to Customer.
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
“Warmstart” means the service under which Seller will provide the support services necessary to upgrade (evolve) Customer’s ECP and 5ESS databases if the Covered System is not on the current software release as defined in this Attachment.
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Messaging solutions/offers, which contain Sun products, include:
o | Hardware repair or replacement of all defective FRUs | ||
o | On-site Dispatched Technician, if no remote solution is available, for hardware repair or replacement | ||
o | Sun software updates and upgrades if and when available, and if Customer is entitled to the update and/or upgrade in accordance with Sun’s software licensing and support policies. Lucent does not commit that any software upgrades will ultimately be released, made generally available and therefore provided during the term that Customer subscribes to this service. Furthermore, Lucent does not warrant that any specific features or functionality will be included in any software upgrades that may be provided under this service. |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Response time objectives are:
If the location of the failed FRU is more than 30 miles from the nearest Sun service location additional response time and an increase in the standard service price may be required.
Ø | Dispatch and monitoring of on-site repair technician (if no remote remedy is available) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
Ø | On-site repair of contracted Sun product hardware. | ||
Ø | Provide Sun product FRU(s) as required to restore the unit to original operating condition. | ||
Ø | Technician removal of bad FRU(s) for repair. | ||
Ø | Provide all mandatory hardware field changes. |
Customer agrees to purchase and maintain a contract with Lucent for Remote Technical Support services for each associated system or product that includes a covered Sun Product that is consistent with the Term and Coverage Period of this MVM SUN service.
Customer will provide to Lucent on Lucent Services Start Form the following product detail for each Maintained Product:
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
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STARS # | MWS05CM005A1 (RTS) | MWS05UD0003A1 (BRSS) |
contained within the product chassis.
“EDU”: External Disk Unit.
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ATTACHMENT H, PRODUCT STANDARD INTERVALS
Install | Total | ||||||||||||||||||||||||||||||||||||
Quote | Customer | Lucent | Lucent | Normal | (Including | Interval | |||||||||||||||||||||||||||||||
Alcatel Lucent Product | Preparation | PO | Engineering | Manufacturing | Ship | Integration) | Weeks | ||||||||||||||||||||||||||||||
* * * | |||||||||||||||||||||||||||||||||||||
Page 1 of 3
Install | Total | ||||||||||||||||||||||||||||||||||||
Quote | Customer | Lucent | Lucent | Normal | (Including | Interval | |||||||||||||||||||||||||||||||
Alcatel Lucent Product | Preparation | PO | Engineering | Manufacturing | Ship | Integration) | Weeks | ||||||||||||||||||||||||||||||
* * * | |||||||||||||||||||||||||||||||||||||
* * * | ||
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Install | Total | ||||||||||||||||||||||
Quote | Customer | Lucent | Lucent | Normal | (Including | Interval | |||||||||||||||||
Alcatel Lucent Product | Preparation | PO | Engineering | Manufacturing | Ship | Integration) | Weeks | ||||||||||||||||
* * * | |||||||||||||||||||||||
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ATTACHMENT J, SERVICES
1.7.1 | RTS Pricing and Service Level | ||
• | RTS pricing is ***, subject to the terms and conditions set forth inAttachment D | ||
• | In addition to the above, Customer may elect RTS ***, subject to the terms and conditions set forth in Attachment D. | ||
• | Customer has chosen Premium Service *** as further described inAttachment D |
Page 1 of 7
• | ***. | ||
1.7.2 | Engineering, Installation and Integration Pricing |
Professional | |||||||||||||||||||||||||||
Product | Engineering | Installation | Integration | Services | Total | ||||||||||||||||||||||
*** | *** | *** | *** | *** | |||||||||||||||||||||||
*** | *** | *** | *** | ||||||||||||||||||||||||
*** | *** | *** | *** | ||||||||||||||||||||||||
*** | *** | *** | *** | ||||||||||||||||||||||||
*** | *** | *** | *** | ||||||||||||||||||||||||
*** | *** | *** | *** | ||||||||||||||||||||||||
Total | |||||||||||||||||||||||||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** | ||||
*** | *** |
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Page 3 of 7
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* * *
Page 5 of 7
* * *
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Pricing for RES Next Day Advanced Exchange as described inAttachment Gis: | |||
• | *** | ||
• | *** |
• | *** |
• | *** |
Coverage may be required for third-party product (i.e., Sun) as described in Attachment D. | |||
Cisco coverage to be quoted as Customer’s future network design may require. |
1.7.6 | Pricing for Extended Product Support | ||
Pursuant to Section 2.6 of the Agreement, Customer may elect to extend the period for which Seller provides repair services and repair parts *** |
Page 7 of 7
ATTACHMENT K, CO-MARKETING
Seller’s co-operative marketing credits (“Co-op Credits”) are calculated and achieved based on Customer’s total paid invoices for qualified Products and Software. Qualified Products and Software include PCS CDMA System Products and AWS CDMA System Products only.
On a periodic basis, Customer will receive credit memos (“Credit Memos”) from Seller detailing the value of earned Co-op Credits that will be usable only in connection with Customer’s future purchase/license of Seller’s Products and Software after Customer has submitted the appropriate documentation to Seller and Seller has verified each qualified Program activity as detailed within the Program Documentation. Credit Memos may not be deducted from Customer’s current invoices; nor may they be used to bring a delinquent account current. Seller shall send the Credit Memos to:
Chief Financial Officer
MetroPCS Wireless, Inc.
2250 Lakeside Boulevard
Richardson, Texas 75082
***
Page 1 of 17
To Seller: | To Customer: | |
*** | *** | |
*** | *** | |
Alcatel-Lucent | MetroPCS Wireless, Inc. | |
3400 W. Plano Pkwy | 2250 Lakeside Boulevard | |
Plano, TX 75075 | Richardson, TX 75082 | |
*** | *** | |
*** | *** |
Page 2 of 17
Co-Operative Marketing
1. | Plan the Marketing Activity: Customer and a Seller customer team representative will participate in regular planning sessions to develop a plan for the utilization of Co-op Credits. Jointly, they will determine appropriate programs and campaigns supporting the objectives of the Program and complete a “Planning Form” to document each session. Seller reserves the right to limit the level of Co-Op support for any promotion. Customer must detail the activity’s objective, estimated costs and the Seller product or solutions to promote. Seller will review and approve, modify or deny the activity. | |
Please note that pre-approvals of marketing activities do not guarantee Credit use, as final Credit use approval will be based on submission of required supporting documentation (see Step 3 below), and on Customer’s Program record balance and payment history on the date of submission of Request for Credit. For activities that require usage of the Program Logo, Customer should refer to the section of this document entitled “Co-Marketing Logo Usage” for further details. Appropriate uses of Co-op Credits are included within this document. | ||
2. | Customer must execute the pre-approved marketing activity and remember to document it according to the requirements. Customer must pay its promotional/advertising vendors directly, as Seller will not make payments to Customer’s vendors. |
Page 3 of 17
3. | Submit the Request for Credit Form and the required supporting documentation: After the promotion takes place, Customer must complete a co-marketing request for credit form within sixty (60) days after the activity has taken place or the “pre-approval” will automatically expire. For convenience, Customer may include multiple promotions on a single Request for Credit Form, provided they have already been approved through the pre-approval process outlined above. Customer should attach copies of vendor or in-house invoices and other required supporting documentation as required and as specified below, attach proof of performance, including samples of the promotional piece, send completed request form with all supporting documentation to the address listed on the Request for Credit Form for further processing. | |
Note: If production is done in-house, Customer must include a letter on company letterhead stating the cost breakdown, description and signature from Seller’s representative. For future in-house productions of the same nature, please include a copy of the signed letter. | ||
4. | Credit reimbursement from Seller: Seller will make the credit reimbursement available to Customer within 30-45 days of Customer’s request based on the total amount of credits available to Customer at the time of processing. If a Request for Credit Form submitted has a valid pre-approval number and the required supporting documentation, but the Customer does not have sufficient Co-op Credits at the time to cover the full amount requested, Seller will adjust records up to the available balance and automatically issue a second credit reimbursement once the remaining Co-op Credits are achieved. There is no need for the Customer to submit a second request for the remaining balance due. | |
5. | Marketing Results: Seller will send the Program Results Form to Customer’s contact via email within sixty (60) days after the pre-approval activity end date to notify Customer that program results are due. Completion of this form provides both Customer and Seller with ongoing access to marketing effectiveness, cost effectiveness, and on-going planning efforts. |
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AND REQUIRED SUPPORTING DOCUMENTATION
Qualified | Required Documentation | Expenses | ||||
Activity | Expenses Covered | and Proof of Performance | NOT covered | |||
Market Research | • *** | • All supporting paid invoices | • *** | |||
• Copy of final report | ||||||
• Analysis of final results | ||||||
Lead Generation Programs | • *** | • All supporting paid invoices • Copy of scripts | • *** | |||
• Copy of report/results from the lead generation | ||||||
Sales Tools & End-User Models | • *** | • All supporting paid invoices • Original sample of piece | • *** | |||
• Analysis of sales results | ||||||
Direct Mail | • *** | • Sample of piece | • *** | |||
• Copy of paid invoices | ||||||
• Copy of postage receipt | ||||||
• Copy of results report of direct mail piece | ||||||
Print Advertising (including newspaper) | • *** | • Original, actual-sized tear sheet or photocopy showing publication name, date and location • Copy of publisher invoice | • *** | |||
• Copy of paid layout/design, photography invoices | ||||||
• Analysis of marketing results | ||||||
Indoor, Outdoor and Vehicle Signage | • *** | • Copy of paid invoice indicating where advertising was posted • Photo of ad | • *** | |||
• Copy of paid invoice for layout/design | ||||||
• Analysis of promotional results | ||||||
Radio and TV | • *** | • Copy of paid invoice showing length of commercial, dates and times of spots, where aired, cost per spot, and total cost | • *** | |||
• Station affidavit and a copy of the video/audio tape |
Page 6 of 17
Qualified | Required Documentation | Expenses | ||||
Activity | Expenses Covered | and Proof of Performance | NOT covered | |||
• Copy of paid invoice for production work | ||||||
• Analysis of promotional results | ||||||
Service Provider Created Sales Literature | • *** | • Original sample of piece • Copy of paid invoices • Sales/usage results | • *** | |||
• Success criteria and analysis of results | ||||||
Trade Shows and Seminars | • *** | • Photo of display • All supporting paid invoices | • *** | |||
• Dates of participation | ||||||
• Analysis of promotional results | ||||||
In-House Incentive Programs | • *** | • All supporting paid invoices | • *** | |||
• Copy of promotional piece | ||||||
• Copy of incentive plan | ||||||
• Sales results | ||||||
Point of Purchase Materials | • *** | • All supporting paid invoices | • *** | |||
• Copy of supporting materials | ||||||
• Analysis of promotional results | ||||||
Information about Your Services on your Web Site | • *** | • All supporting paid invoices • Hard copy of how it appears on your site • Must appear on web site for consecutive months Sales/usage results | • *** | |||
Other Approved | • *** | • All supporting paid invoices | • *** |
Page 7 of 17
Qualified | Required Documentation | Expenses | ||||
Activity | Expenses Covered | and Proof of Performance | NOT covered | |||
Promotional Activity | • Copy of all materials • Promotional results |
Page 8 of 17
Information
Company Name | Date of Request | |||||||||
Business Address | Program Quarter: | |||||||||
City State Zip | ||||||||||
Primary Contract | ||||||||||
Alcatel-Lucent Contract Number | Title | |||||||||
�� | Phone | Fax | ||||||||
Alcatel-Lucent Demand Creation | ||||||||||
Contact | ||||||||||
Promotions
o | Market Research Lead Generation Programs | o | Indoor, Outdoor, and Vehicle Signage | |||
o | Print Advertising Point of Purchase Materials | o | Radio and TV | |||
o | Info. about Your Services on your Web Site | o | Trade Shows and Seminars Service Provider Created Sales Literature In-House Incentive Program | |||
o | Co-branding | |||||
o | Direct Mail |
Pre-Approval | Vendor | Date of | Expense | Invoiced | Amount | |||||||||||||||||||||
Activity Number | Invoice No. | Promotion | Description | Amount | Requested | |||||||||||||||||||||
1 | ||||||||||||||||||||||||||
2 | ||||||||||||||||||||||||||
3 | ||||||||||||||||||||||||||
4 | ||||||||||||||||||||||||||
5 | ||||||||||||||||||||||||||
Total Requested Amount | ||||||||||||||||||||||||||
$ |
• | Attach required documentation with your request (see Program Guidelines). |
Page 9 of 17
• | Please include copies of all relevant Creative Approval and Planning Forms with your request. Keep a copy for your records. | |
• | Pre-approvals of marketing activities do not guarantee credit memos, as final approval will be based on submission of required supporting documentation, and on Customer’s Program records balance on the date of submission of Request for Credit. | |
• | Requests must be received within 90 days of the activity date. |
Page 10 of 17
Information
Company Name | Date of Request | |||||||||
Business Address | Program Quarter: | |||||||||
City State Zip | ||||||||||
Primary Contact | ||||||||||
Title | ||||||||||
Alcatel-Lucent Contract Number | Phone | Fax | ||||||||
Alcatel-Lucent Demand Creation | ||||||||||
Contact |
Description
Advertising Media Type (check all that apply) | ||||||
o | Market Research Lead Generation Programs | o | Indoor, Outdoor, and Vehicle Signage | |||
o | Print Advertising | o | Radio and TV | |||
o | Point of Purchase Materials Info. about Your Services on your Web Site | o | Trade Shows and Seminars Service Provider Created Sales Literature In-House Incentive Program | |||
o | Co-branding | |||||
o | Direct Mail |
Activity Description | Lucent | |||||||||||||||||||||||
Amount | ||||||||||||||||||||||||
Start Date | End Date | (include media name) | Objective | Contribution | Requested | |||||||||||||||||||
1 | ||||||||||||||||||||||||
2 | ||||||||||||||||||||||||
3 | ||||||||||||||||||||||||
4 | ||||||||||||||||||||||||
Total Planned Expenditures $ |
Page 11 of 17
• | Include creative with the completed form for approval. | |
• | All creative bearing the Alcatel-Lucent Program logo, name and/or Alcatel-Lucent product trademarks must be approved prior to placing the creative in any media. | |
• | When Alcatel-Lucent requires modifications to meet the approved guidelines, all required revisions must be made and resubmitted to Alcatel-Lucent for final approval. | |
• | Complete performance (e.g. tearsheet) must be submitted to CoAMS, Inc. upon completion of promotional activity. |
Alcatel-Lucent | Customer | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
Page 12 of 17
Information
Company Name | Date of Request | |||||||||
Business Address | Program Quarter: | |||||||||
City State Zip | ||||||||||
Primary Contact | ||||||||||
Title | ||||||||||
Alcatel-Lucent Contract Number | Phone | Fax | ||||||||
Alcatel-Lucent Demand Creation | ||||||||||
Contact |
Effectiveness
On a scale of 1-10, please rate the effectiveness | ||||||
this marketing project. (1=poor, 5=fair, | ||||||
10=excellent) | ||||||
Customer Rating (1-10) | ||||||
Alcatel-Lucent Rating (1-10) | ||||||
Page 13 of 17
DON’T FORGET | SUBMIT RESULTS TO: |
• Submit Marketing Results Form within 60 days of Program end. | Your Alcatel-Lucent Representative as indicated in the Pre-Approval Form |
Co-Marketing Branding Logo Guidelines
• | Customers and production suppliers can access theBrand Asset Library at *** |
o | External users must click on the “New User Request” button to register and receive log-in information. While registering, external suppliers must provide an Alcatel-Lucent employee contact to confirm their need to access the site. This normally takes 24-48 hours. | ||
o | Wordmark files are provided in both color and black and white. |
n | EPS version of this logo must be used for all print applications. |
n | The .JPG version is appropriate for Microsoft applications and web pages. |
Page 14 of 17
Linking Phrase:
• | The interim customer co-marketing logo includes the linking phrase “In Collaboration with.” | ||
Icon: | |||
• | The “A” and “L” are written in a fluid manner, which implies movement. Purple symbolizes ambition and is associated with creativity, wisdom, and dignity. | ||
WordMark: | |||
• | A strong contemporary typeface with the combined name Alcatel-Lucent. |
• | The “In collaboration with” logo cannever be combined with any other logo to form a composite logo. | ||
• | The “In collaboration with” logomay not be altered in any way from the way it is provided by Alcatel-Lucent. | ||
• | The “In collaboration with” logomay not be used for any other purpose without permission. | ||
• | The “In collaboration with” logo may be reproduced in all black or with the Wordmark in black and the Icon and stylized hyphen “dot” between the words Alcatel and Lucent in purple (Pantone 266). | ||
• | The “In collaboration with” logo must always maintain a minimum staging of 1/2 the diameter of the Icon ofclear spacearound the entire logo. | ||
• | Preferred placement of the “In collaboration with” logo is on a white or light color background. If placed over a dark color background a white frame must be placed behind the logo, which includes the minimum clear space |
o | The logo can be placed on a screened background as long as the logo is clearly visible and the background is of high contrast. |
• | The Brand Strategy and Advertising Group must receive a layout of all materials that include the “In collaboration with” logo for review and approval prior to production. |
o | These materials must be submitted to one of the following approvers no less than 5 business days in prior to production. |
*** | *** |
Page 15 of 17
600 Mountain Avenue | 600 Mountain Avenue | |
3A-405 | 3B-426D | |
Murray Hill, New Jersey 07974 | Murray Hill, New Jersey 07974 | |
*** | *** | |
*** | *** | |
*** | *** |
• | The “In Collaboration with” logo must be smaller than the customer logo. A general formula is half the size of the length and width of the customer logo. | ||
• | “In Collaboration with” must be at least one and a half (1 1/2) inches in width. | ||
• | Vertical height must be no less than 50% of the customer’s logo measured diagonally or vertically, whichever is greater. |
• | Must appear in the lower left or right corners of the advertisement, or embedded in the copy block. | ||
• | May not be part of the visual element of the promotional material. There should be a space of at least 1/2 of the height of the Icon between the entire signature and any edge of the printed surface. | ||
• | The area surrounding the logo should be even, un-patterned, and free from typography, illustration or other graphic elements. |
• | In color applications, the Icon and stylized hyphen “dot” must always be printed in Pantone 266; process mix CMYK; C-70, M-85, Y-0 K-0 or RGB; R-105, G-80, B-161. | ||
• | The logo may be reproduced in black. |
Page 16 of 17
Television, Inflight, and Infomercials:
• | “In Collaboration with” must be incorporated into the broadcast in appropriate context. | ||
• | “In Collaboration with” must appear for at least three (3) seconds in a :30 second commercial. | ||
• | Minimum of a five (5) word voice-over copy mention must be included and may not appear in legal disclaimer tag. |
• | Must be at least one mention of Alcatel-Lucent and/or products per 60-second spot and may not appear in legal disclaimer tag. |
• | Must be completely within the title-safe area and must not be less than 50% of the customer’s logo measure vertically or diagonally, whichever is greater. |
• | “In Collaboration with” must not be less than 50% of the customer’s logo measured vertically or diagonally, whichever is greater. |
Page 17 of 17
ATTACHMENT L, MESSAGING
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n | AnyPath R10 Mainstream software | ||
n | Telephony Front End cabinet | ||
n | High Density Telephony Servers (HDTS) | ||
n | Front-End LAN switches | ||
n | Back-End cabinet | ||
n | Message Servers (MS) | ||
n | Back-End LAN switches | ||
n | SS7 Integration | ||
n | American English, American Spanish and Mandarin (if applicable) languages | ||
n | 768 ports | ||
n | 200,000 basic voice mailboxes | ||
n | 30,000 Megabytes of Storage | ||
Note: This initial system pricing does not include spares |
• | Seller will provide Customer a quote for services pricing including engineering, installation, and integration and migration (if required) based on specified configuration(s) at the time of deployment. | ||
• | Seller will provide Customer with a ***. |
Page 5 of 14
Service – Option | Price ($) per Year | Per | Ordering Instructions | |||||||||
*** | * | ** | * | ** | 300780335 | |||||||
*** | * | ** | * | ** | 300780335 | |||||||
*** | * | ** | * | ** | 300780335 | |||||||
*** | * | ** | * | ** | 300780335 |
• | *** | ||
• | If there are more than 1.6M voice messaging subscribers on an AnyPath System in a given Market, an additional back-end cabinet is required. | ||
• | All prices are in $US, unless stated otherwise. | ||
• | If Customer purchases additional Products or Software licenses of the same type for which RTS is in effect or additional license capacity during the Initial Term or any Renewal Term, Customer will pay ***. |
Page 6 of 14
Supplier | Program | |
Microsoft Licensing Inc. | Windows | |
Nuance Communications Inc. | Nuance8 ASR for SM, Nuance8 ASR tier A, Nuance8 ASR tier B, Nuance VAD, Real Speak (TTS) | |
RogueWave Software Inc. | SourceProC++ and SourcePro Net | |
Novell | SUSE Linux | |
SNMP Research | BRASS, Emanate Master Agent, Emanate Host Resources MIB Subagent, Emanate for UNIXWARE Master Agent and Subagents from DK, Emanate for UNIXWARE MIB Subagent | |
Sun Microsystems Inc. | SunOne Web Server, SunOne Directory Server 5.1 | |
Genesys | VoiceXML engine | |
Versant Ltd. | OO DBMS 6.0.1.1 |
Page 7 of 14
§ | Site survey (joint effort with Customer) | ||
§ | Subsequent detailed engineering of physical requirements | ||
§ | Ordering and delivery of required cable and connectors and miscellaneous hardware | ||
§ | Unpacking of equipment | ||
§ | Placement/mounting of equipment | ||
§ | Cabling and connection of cables |
§ | Project management | ||
§ | Internal cabinet connections | ||
§ | Switch/network consultation as it applies to the VPMOD | ||
§ | Power up sequencing | ||
§ | Database and operating Software verification | ||
§ | Purchased functionality testing | ||
§ | Integration testing | ||
§ | System operational testing | ||
§ | Cut-over |
Page 8 of 14
§ | AnyPath equipment dimensions – site clearances | ||
§ | AnyPath equipment location (Seller and Customer) | ||
§ | Verification that installation of equipment is completed | ||
§ | Power and grounding cables / lugs; required circuit breakers for A/B power spec. | ||
§ | T1 cable information – connector type/pin outs and quantities | ||
§ | AC service outlet requirements and location (Customer provided parts and installation) | ||
§ | 10BaseT Lan cable information – connector type/pin outs and quantities (Seller and Customer) | ||
§ | SS7 link information – A or F links, SSN (Seller and Customer) | ||
§ | Phones for each switch and/or HLR, to be used for testing (Customer provided) | ||
§ | Access to facilities protocol (Customer provided) |
§ | Foot print designation for AnyPath complex | ||
§ | AnyPath Complex Rack Bolt Down |
Telephony Server Front End Cabinet and Message Server Back End Cabinet not each element.
§ | “3” Power drops –48VDC / 70 Amps (or as specified). Power is 2 Drops per TS Front End Cabinet and 4 Drops per MS Back End Cabinet | ||
§ | “3” Grounding drops Same numbers as above | ||
§ | Termination points (provided by Customer) |
§ | “x” RJ-45 Alcatel-Lucent 5ESS (or equivalent) | ||
§ | T1 Continuity Testing (Loop back RJ-45) |
§ | TCP/IP Ethernet Cables RJ-45 x2 (1per ACS) |
Page 9 of 14
§ | Placement of AnyPath network elements | ||
§ | Inbound and outbound trunk groups – agree on CIC or MLHG assignments. | ||
§ | Assigned IP addresses for Anypath. Define subnet, gateway, default router, DHCP | ||
§ | IP address and bind info for the SMSC | ||
§ | Pointcodes – Anypath, STP’s, HLR’s int./ext./both, MSC’s, Global Title | ||
§ | Multi Line Hunt Groups | ||
§ | Best option for remote access to AnyPath complex |
§ | Power up all AnyPath components | ||
§ | Configure database – system options, COS provisioning and mailbox profiles | ||
§ | Verify T1 spans, SS7 links, and bind to SMSC are up |
§ | Build test mailboxes on each Message Server (MS) | ||
§ | Verify integration to personal greeting for different call cases |
o | No answer | ||
o | Busy | ||
o | Multiple Greetings | ||
o | Phone off, local, for phones each HLR | ||
o | Phone on, roaming, for phones each HLR | ||
o | Phone off, roaming, for phones each HRL |
§ | Verify mailbox locator application for each MS. | ||
§ | Verify integration to each HDTS. |
§ | Outcall to pager/phone – verify pager sequences and re-try schedule | ||
§ | Call Sender / Rebound (if applicable) | ||
§ | Fax outcall | ||
§ | Speech Dialing/Speech Messaging, etc. application access (if applicable) |
Page 10 of 14
§ | Verify phone gets update of proper ICON, Text Message and/or M/W Count | ||
§ | SMS M/W count notification to the SMSC | ||
§ | SMPP cut through page to SMSC | ||
§ | SS7 IS41 TCAP notification – INFODIR or MSGDIR. Test Global Title to each HLR if multiple HLR’s in network. Verify with INET that the HLR’s send acknowledgment message back to AnyPath | ||
§ | SS7 ISUP notification | ||
§ | SMDI Notification |
§ | Verify CDR events are generated | ||
§ | Verify reports function | ||
§ | Verify logs and alarms |
§ | 56 K Ports SS7 A-Link assignments to STP | ||
§ | 56 K V.35 1 per ACS | ||
§ | SS7 Point Code assignment definitions (STP GTT Routing) | ||
§ | ACS SS7 DPC assignment for HLR /switch |
§ | Seller 5ESS (or appropriate switch) translations for Call Forwarding on Busy and No Answer | ||
§ | Support of outdialing from AnyPath to Seller 5ESS (or appropriate switch) |
§ | TCP/IP Hub/Switch assignment position | ||
§ | ACS TCP/IP address assignment | ||
§ | TS and MS TCP/IP address assignment | ||
§ | SMS-C TCP/IP address assignment | ||
§ | Provisioning TCP/IP address assignment | ||
§ | Subnet TCP/IP assignments | ||
§ | TCP/IP Routing assignments | ||
§ | TCP/IP Address assignment for SMS-C |
§ | Verify HTTP access to AnyPath | ||
§ | Verify interfaces | ||
§ | Cut-through | ||
§ | Command line interface (CLI) | ||
§ | Voice express menus (Vex) | ||
§ | Command line | ||
§ | Verify On Line Documentation access |
Page 11 of 14
Page 12 of 14
Ø | You may use the SOFTWARE only on the DEVICE. | ||
Ø | NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. ALCATEL-LUCENT TECHNOLOGIES, INC. HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE DEVICE, AND MS HAS RELIED UPON ALCATEL-LUCENT TECHNOLOGIES, INC. TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. | ||
Ø | *** | ||
Ø | Note on Java Support.The SOFTWARE may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of |
Page 13 of 14
Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated MS to make this disclaimer. | |||
Ø | No Liability for Certain Damages.EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE |
SOFTWARE. | THIS LIMITATION SHALL APPLY EVENT IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. | ||
IN NO EVENT SHALL MS BE LIABLE FOR ANY AMOUNT IN EXCESS OF *** |
Ø | Limitation on Reverse Engineering, Decompilation, and Disassembly.You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. | ||
Ø | SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS. You may permanently transfer rights under this EULA only as part of a permanent sale or transfer of the Device, and only if the recipient agrees to this EULA. If the SOFTWARE is an upgrade, any transfer must also include all prior versions of the SOFTWARE. | ||
Ø | EXPORT RESTRICTIONS.You acknowledge that SOFTWARE is of US-origin. You agree to comply with all applicable international and national laws that apply to the SOFTWARE, including the U.S. export Administration Regulations, as well as end-user, end-use and country destination restrictions issued by U.S. and other governments. For additional information on exporting the SOFTWARE, see http://www.microsoft.com/exporting/. |
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