EXHIBIT 2.19M
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Pages where confidential treatment has
been requested are stamped "Confidential
Treatment Requested and the Redacted Material
has been separately filed with the Commission,"
and places where information has been redacted
have been marked with (***).
49/th/ AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
AT&T BROADBAND MANAGEMENT CORPORATION
This 49/th/ Amendment (the "Amendment") is executed this 10/th/ day of October,
2000, and is made by and between CSG Systems, Inc., a Delaware corporation
("CSG"), and AT&T Broadband Management Corporation (f/k/a TCI Cable Management
Corporation) ("Customer"). CSG and Customer are parties to a certain Restated
and Amended CSG Master Subscriber Management System Agreement dated August 10,
1997, which has subsequently been amended pursuant to separately executed
amendments (collectively, the "Agreement"), and now desire to amend the
Agreement in accordance with the terms and conditions set forth in this
Amendment. If the terms and conditions set forth in this Amendment shall be in
conflict with the Agreement, the terms and conditions of this Amendment shall
control. Any terms in initial capital letters or all capital letters used as a
defined term but not defined in this Amendment, shall have the meaning set forth
in the Agreement. Upon execution of this Amendment by the parties, any
subsequent reference to the Agreement between the parties shall mean the
Agreement as amended by this Amendment. The terms and conditions of this
Amendment shall apply only with respect to Customer and, where specifically
referenced herein, to (i) AT&T Broadband, LLC and any entity which is directly
or indirectly wholly owned or majority owned by AT&T Broadband, LLC, and (ii)
MediaOne Group, Inc. and any entity which is directly or indirectly wholly owned
or majority owned by MediaOne Group, Inc. or which owns any of the Applicable
MediaOne Systems (as defined in Section 7 herein) but only as it relates to the
Applicable MediaOne Systems, but does not apply to other Partners or Affiliates,
as defined in the Agreement. Except as amended by this Amendment, the terms and
conditions set forth in the Agreement shall continue in full force and effect
according to their terms.
The parties hereto agree as follows:
XML INTERFACE
1. For consideration of $(***) and other good and valuable consideration, CSG
grants Customer the option, for 6 months from the date of this Amendment, to
obtain the services specified in this Section 1, upon written notice to CSG at
any time during the option period. For the fees set forth in Exhibit B-3, CSG
shall (by a subsequently mutually agreed upon date) develop API's to CCS as a
custom development Deliverable that will allow Customer to populate CCS via XML
with its subscribers' data. The API's will consist of the data transaction sets
that are the equivalent of the ACSR transaction set. If, in CSG's reasonable
business judgment, use of the XML transactions created as a result of this
section cause a material impact upon the response time, operation or performance
of the CCS system (a "Material System Impact"), CSG (i) shall use good faith
efforts to expand capacity and take such other steps as are reasonably necessary
to mitigate or eliminate the Material System Impact as soon as reasonably
practicable, and (ii) until such measures have been taken and the Material
System Impact has been sufficiently mitigated, may allocate capacity among users
of CCS, including users of the XML transactions, but only to the extent
reasonably necessary to mitigate the Material System Impact. Customer shall
reimburse CSG for any incremental costs incurred by CSG to expand capacity or
otherwise address and resolve a Material System Impact. Customer's rights with
respect
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THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
1
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
to these APIs will be equivalent to the rights for the Expanded License
Software, with the exception of maintenance. CSG will provide Customer a
reasonable amount of maintenance and support services annually, the specific
obligations of which shall be agreed upon by the parties at the time Customer
exercises its option under this Section, if ever, for the fees set forth in
Exhibit B-3. Whether or not Customer exercises the option described in this
Section 1, CSG shall nonetheless fully cooperate with Customer and third parties
in all reasonable respects with regard to Customer's objective to open ACSR/CCS
and all Expanded License Software and future Software of CSG that Customer
licenses or uses, to provide Customer the capability of integrating third party
software with the foregoing to allow Customer to populate ACSR/CCS and all
Expanded License Software and future Software of CSG that Customer licenses or
uses, via XML with its subscribers' data.
TELEPHONY DOMAIN SERVER
2. On or before December 1, 2000, , Customer will be responsible for operating
the telephony domain server contemplated under Section 9 to Schedule D, as
amended by the Fourth Amendment to the Agreement. Customer is also responsible
for acquiring all necessary hardware and software with respect to operating the
telephony domain server. For a period commencing on the execution date of this
Amendment and ending no later than February 28, 2001, CSG shall provide to
Customer all reasonably necessary human resources to assist Customer in this
transition, not to exceed the number of persons currently utilized by CSG to
perform that comparable function today. From the date of this Amendment until
Customer is solely responsible for operation of the telephony domain servers,
should the telephony domain server fail to perform satisfactorily, CSG will
notify Customer when any corrective action is required with respect to operation
of the telephony domain server and will respond in accordance with Customer's
instructions. Customer acknowledges that CSG will have no liability for the
consequences of taking corrective action in accordance with Customer's
instructions. Customer shall pay CSG on a time and materials basis for all
Services provided during the transition period. Additionally, Customer shall pay
$(***), representing the monthly facilities management processing support fees
for UHS and SDS due through the date of this Amendment pursuant to Section 9 to
Schedule D, as amended by the Fourth Amendment to the Agreement. In addition,
Customer shall pay monthly facilities management processing support fees for (i)
UHS and SDS (which fee is exclusive of third party hardware and software costs
which are reimbursable pursuant to Section 9 to Schedule D, as amended by the
Fourth Amendment to the Agreement) and (ii) the telephony domain server, both as
set forth in Exhibit B-4 (prorated in each case for partial months) for each
calendar month from the date of execution of this Amendment to the date on which
Customer no longer requires such management processing support and in any event
no later than February 28, 2001.
EXPANDED LICENSE
3. As of the execution date of this Amendment, Customer has outstanding payment
obligations for certain Products that have already been licensed under this
Agreement, all of which payment obligations (through September 30, 2000) are
listed in the document entitled "Summary of AT&T Broadband Corporate Invoice
Amounts," which document is incorporated herein by reference, except for invoice
#(4426) dated September 11, 2000 in the amount of $(***). In consideration of
Customer's acceptance of the Expanded License provided for in this Section, CSG
agrees to waive the payment of its invoice #(4426). In addition, all such
licenses previously granted for the Products listed in Section 3(a) below, are,
upon the commencement date for each Product listed in the Rollout Schedule set
forth in Exhibit C, replaced with the following:
(a) The license established by this Amendment shall apply only to ACSR, ACSR
Telephony, ACSR module of High Speed Data, CSG Workforce Management, CSG
TechNet, CSG Statement Express, CSG Screen Express, and CIT and all
modifications, updates, patches,
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
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revisions, new releases, enhancements and derivatives thereof (collectively,
the "Expanded License Software"). Notwithstanding the foregoing, the
Expanded License Software shall not include any new releases, enhancements
or derivative works of the listed Products to the extent that CSG markets
such product as a separately priced item to all of CSG's customers, provided
that, until the second anniversary of this Amendment, such product does not
incorporate a substantial portion of the features and functions of any of
the Products included in the Expanded License Software; thereafter, the
Expanded License Software shall not include any new releases, enhancements
or derivative works of the listed Products to the extent that CSG markets
such product as a separately priced item to all of CSG's customers, provided
that such product incorporates substantial additional features and
functions.
(b) In consideration for payment of the fees set forth in Exhibit B-1, CSG
hereby grants to Customer a perpetual, non-exclusive, royalty-free license
to use the Expanded License Software (the "Expanded License"), subject to
the terms and conditions set forth in this Section;
(c) CSG shall promptly deliver to Customer an electronic copy of each and every
update and new release of the Expanded License Software;
(d) Customer may use the Expanded License Software in object code form only on
workstations that are owned or leased by Customer at the System Sites in the
United States, in the Designated Environment for each Product as specified
in the Agreement, and only for Customer's own internal business purposes in
connection with the CCS Services. The Designated Environment for each
Product as specified in the Agreement is hereby amended to include Windows
2000 as workstation software;
(e) On and after the dates specified in the Rollout Schedule set forth in
Exhibit C, Customer may make an unlimited number of copies of the applicable
Expanded License Software for its use under this Expanded License; provided,
however, that Customer shall reproduce all confidentiality and proprietary
notices on all such copies;
(f) This Expanded License is not transferable, in whole or in part;
(g) Customer will not use, or permit any other person to use, the Expanded
License Software to provide any service to, on behalf of, or for the benefit
of, any third party, except that Customer shall be permitted to use the
Expanded License Software to provide services to, or on behalf of, (i) AT&T
Broadband, LLC and any entity which is directly or indirectly wholly owned
or majority owned by AT&T Broadband, LLC, and (ii) MediaOne Group, Inc. and
any entity which is directly or indirectly wholly owned or majority owned by
MediaOne Group, Inc. or which owns any of the Applicable MediaOne Systems
(as defined in Section 7 herein) but only as it relates to the Applicable
MediaOne Systems;
(h) Except as specifically provided in Section 3(l) or as otherwise provided in
this Amendment, Customer will not use, or permit any other person to use,
the Expanded License Software in a service bureau capacity (e.g., whereby
two or more unrelated parties are capable of deriving the benefit of the
software from a common or shared computer facility);
(i) Customer's rights to install Expanded License Software on a workstation or
on a network or other multi-user computer system are specified in the then
current Documentation for the particular Product;
(j) Customer shall not otherwise copy, translate, modify, adapt, decompile,
disassemble or reverse engineer the Expanded License Software;
(k) The Expanded License granted under this Section is exclusive of any third
party software that may be required to operate the software or required in
the Designated Environment, for which Customer agrees to be solely
responsible for procuring;
(l) CSG acknowledges and agrees that Customer may desire to have third parties
access and use copies of the Expanded License Software for the exclusive
benefit of Customer, and CSG hereby consents to such third party access,
provided that (i) Customer takes all reasonably necessary precautions with
such third parties to protect the intellectual property rights of the
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THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
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Expanded License Software; (ii) such third parties' use of the Expanded
License Software is strictly in accordance with the limitations contained
in the Agreement as amended by this Amendment; and (iii) to be responsible
for the acts or omissions of such third parties with respect to their use
of the Expanded License Software.
The consideration paid for the Expanded License granted hereunder, the
associated maintenance fees and the accompanying payment terms are specified on
Exhibit B-1. Maintenance fees shall be payable only to the extent that Customer
desires to receive maintenance for the Expanded License Software. In addition,
the maintenance fees specified on Exhibit B-1 shall be reviewed by the parties
pursuant to the provisions of Section 8 of this Amendment to make equitable
adjustments to such fees on a going forward basis to the extent that Customer's
maintenance requirements for one or more of the Products included in the
Expanded License Software have changed.
PEAK CONTRACT
4. In consideration for payment of the Expanded License Software fees, CSG
agrees to waive any and all claims it may have in connection with, including any
amounts that may be due under, that certain Letter Agreement by and between
Customer and CSG dated March 13, 2000, related to Peak Cablevision, LLC.
EXCLUSIVITY WAIVER
5. (a) The parties hereby agree to delete the phrase "residential wireline
telephony" from Section 31 of the Agreement, the effect of which is to permit
Customer to acquire and use the telephony products and services of third
parties, without breach of the Agreement. The parties acknowledge that CSG
remains the exclusive provider of field management and dispatch Products and
Services for residential wireline telephony. Notwithstanding the foregoing, if
CSG's field management and dispatch solution is functionally incompatible with
the third party residential wireline telephony solution chosen by Customer, then
Customer may acquire and use a non-CSG field management and dispatch solution
for residential wireline telephony; provided, however, that Customer will use
its commercially reasonable efforts to cause any third party residential
wireline telephony solution provider to cooperate in good faith with CSG such
that CSG may be able to modify its field management and dispatch Products and
Services to be compatible with such third party residential wireline telephony
solution.
(b) For purposes of this Amendment, the term "Aggregation" shall mean the
process, product or service whereby billing data from a telecommunication
provider's disparate product offerings (e.g., video, high speed data/Internet
and/or wireline or wireless telephony) are combined onto a single paper or
electronic consumer billing statement. The results of Aggregation permit the
service provider to, for example, apply cross product discounting, combined bill
discounting and consolidated accounts receivable management, including payment
allocation. CSG does not claim that Section 31 applies to Aggregation of
Customer's service offerings. Customer, however, will give CSG an opportunity to
bid on any and all Aggregation work and will cooperate in good faith with CSG to
communicate Customer's value, quality and timeliness requirements so that CSG
can prepare its bid. Nothing in this Section 5(b), however, shall in any way
amend CSG's exclusive right under the Agreement to print and mail any video,
Internet/high speed data or residential wireline telephone bill, regardless of
whether the same is Aggregated.
TELEPHONY TRANSITION ASSISTANCE
6. For a period not to exceed nine months from the date hereof, CSG agrees to
provide all reasonably required assistance and services to Customer and
Customer's designated telephony providers in migrating the residential
wireline telephony subscribers of Customer, AT&T
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"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
Broadband, LLC and any entity which is directly or indirectly wholly owned or
majority owned by AT&T Broadband, LLC, and MediaOne Group, Inc. and any
entity which is directly or indirectly wholly owned or majority owned by
MediaOne Group, Inc., currently being processed on CSG's system to the
customer care and billing system of Customer's designated telephony
providers. Customer shall pay CSG on a time and materials basis for all
Services provided during the transition period. CSG and Customer shall enter
into a mutually agreeable Statement of Work as soon as reasonably practicable
after execution of this Amendment that will specify each party's
responsibilities. In the event that Customer contracts with (*********
***********) to provide its residential wireline telephony customer care and
billing system, CSG will provide the transition services set forth in Exhibit
A pursuant to such Statement of Work. To the extent Customer selects an
alternative provider for its residential wireline telephony customer care and
billing system, then CSG and Customer will negotiate in good faith the scope
of the transition services that CSG may provide.
MEDIAONE CONVERSION
7. (a) CSG and Customer will use their respective best efforts to convert all
subscribers served by cable systems that were acquired by Customer as a result
of its acquisition of MediaOne Group, Inc. ("MediaOne"), but excluding any such
systems that are sold or exchanged on or prior to December 31, 2001, or as of
December 31, 2001 are under contract to be sold or exchanged, the subscribers of
which are not currently processed by CSG (the "Applicable MediaOne Systems"), to
CSG customer care and billing Products and Services (other than with respect to
residential wireline telephony offerings) no later than December 31, 2001.
Customer will use its best efforts to identify and schedule all Applicable
MediaOne Systems and associated MediaOne subscribers and CSG and Customer will
use their respective best efforts to agree upon a conversion plan substantially
in the form of that attached as Exhibit D hereto, no later than November 15,
2000. In consideration of Customer converting at least 90% of the MediaOne
subscribers served by the Applicable MediaOne Systems on or before December 31,
2001 and all remaining MediaOne subscribers of the Applicable MediaOne Systems
on or before June 30, 2002, Customer, CSG will grant to Customer and (i) AT&T
Broadband, LLC and any entity which is directly or indirectly wholly owned or
majority owned by AT&T Broadband, LLC, and (ii) MediaOne Group, Inc. and any
entity which is directly or indirectly wholly owned or majority owned by
MediaOne Group, Inc. or which owns any of the Applicable MediaOne Systems (but
only as it relates to the Applicable MediaOne Systems) the tiered BSC fees set
forth in Exhibit B-2. As a result, Section 5 of Schedule D (as amended by the
Fourth Amendment) is deleted. Customer acknowledges and agrees that the MediaOne
subscribers currently being processed by CSG shall immediately be subject to the
terms and conditions of the Agreement provided, however, that the pricing for
the MediaOne subscribers shall remain the current pricing under the Media One
contracts until January 1, 2001.
(b) CSG shall pay Customer, or its designee up to a maximum of $(***) as fees
payable with respect to subscribers that convert to the CCS Services from a
third party's customer care and billing platform on or before December 31, 2001
("Conversion Fees"). The Conversion Fees shall be equal to $(***) per month, per
converted subscriber for each of the first 6 months after a converted subscriber
converts to the CSG system. Payments due under this Section shall begin to
accrue on the first day of the month subsequent to the month in which any
particular converted subscriber converts to a CSG System, and shall be paid
quarterly, within 60 days after the conclusion of each applicable CSG fiscal
quarter. In the event that Customer has met all of its obligations under a
mutually agreed to conversion plan for any particular System Site, and is ready,
willing and able to convert any particular group of subscribers, and such
subscribers are not converted solely as a result of CSG's inability to effect
such a conversion, then CSG agrees that it shall nonetheless credit Customer
with an amount of the Conversion Fee that would have
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THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
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"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
been due Customer, had CSG converted such subscribers in accordance with the
agreed upon schedule.
THREE YEAR EVALUATION
8. CSG and Customer agree that the Chief Executive Officer of CSG and the Chief
Financial Officer of Customer shall institute a process on or near the third
anniversary of this Amendment to review the status of the relationship between
their companies in light of the modifications implemented by this Amendment.
During this review, the parties shall in good faith discuss the terms and
conditions of the Agreement as amended, including pricing terms, with the
intention that such terms will be modified to reflect any new, incremental
business that Customer has provided to CSG not otherwise required to be provided
under the Agreement. It is the desire of the parties that they will, during this
three year review period, expand the scope of their corporate relationship and
consequently, there will be an opportunity to make further amendments that
reflect the mutual benefits of that expanded relationship. Nothing in the
paragraph shall be construed to alter or amend any other rights or remedies of
the parties contained in the Agreement.
DEVELOPMENT PROJECTS
9. With respect to any development project between the parties, CSG and Customer
will negotiate in good faith a mutually agreeable Statement of Work, which shall
be substantially in the form of the sample Statement of Work attached to, and
comply with the other requirements set forth in, Exhibit H. Except as otherwise
specifically provided in a Statement of Work, CSG shall own all right, title and
interest to any Deliverable, as contemplated under Section 4 of Schedule B to
the Agreement. Each such Statement of Work agreed upon by the parties shall
include a designation by Customer of whether the development project is deemed
"strategic" or "non-strategic", provided that Customer shall not designate any
development project as "strategic" unless the aggregate fees payable to CSG in
connection therewith are at least $(***), and provided further, that any
development project with aggregate fees payable to CSG of less than $(***) shall
be deemed neither "strategic" nor "non-strategic" for purposes of this Section
9. With respect to any project set forth in an agreed upon Statement of Work
that is designated by Customer as "strategic", Customer shall fund the cost
thereof, and CSG shall be restricted for a period of (***) to (*** ******) from
the date the Deliverables are made available to Customer (as agreed to by the
parties in such Statement of Work) from using or distributing, or permitting the
use by any third party of, the Deliverables and related intellectual property.
With respect to any project set forth in an agreed upon Statement of Work that
is designated by Customer as "non-strategic", CSG may (i) elect to charge
Customer for its development costs, in which case CSG may not itself use, or
make the Deliverables or related intellectual property available for the use by
other customers or third parties for (***) to (*** ******) from the date the
Deliverables are made available by CSG (as agreed to by the parties in such
Statement of Work); provided, however, that CSG may at any time elect to use the
Deliverables or intellectual property without Customer's permission in which
case it shall refund to Customer the development fees paid to it by Customer
under the applicable Statement of Work; or (ii) elect not to charge Customer for
its development costs, in which case CSG may use the Deliverables and related
intellectual property without restriction. Should Customer and CSG be unable to
agree upon the terms and conditions of a Statement of Work for any development
project that Customer deems "strategic", then Customer shall have the right to
have a third party develop such product at Customer's sole risk and expense on
substantially the same or better (as to Customer) terms as Customer proposed to
CSG. CSG agrees that it shall cooperate with Customer and any such third party
in their development efforts. CSG shall implement such independently developed
product into production, provided, however, that CSG shall not have an
obligation to implement such product if, after it has had a reasonable
opportunity to test such product, CSG determines based
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on that testing that the implementation of such product would have a material
detrimental impact upon the response time, capital resources, or other
operational performance of the CSG system.
PERFORMANCE ISSUES WITH RESPECT TO EXISTING PRODUCTS AND SERVICES
10. CSG and Customer shall use their respective commercially reasonable efforts
to resolve any performance issues that arise with respect to the Products and
Services provided to Customer under the Agreement as of the date of this
Amendment ("Existing Products and Services") as quickly as possible. Any
disagreements over performance of Existing Products and Services that extend
beyond 30 days from the date such performance issues are first communicated to
the other party shall be escalated to CSG's Chief Executive Officer and
Customer's Chief Financial Officer for resolution. Nothing in the paragraph
shall be construed to alter or amend any other rights or remedies of the parties
contained in the Agreement.
NEW PRODUCTS AND SERVICES
11. For purposes of this Amendment, "New Products or Services" means any
Products or Services that (i) are not Existing Products and Services, (ii) will
result in incremental revenue for CSG and (iii) are either (A) requested from
CSG by Customer or (B) developed by CSG as a separately priced Product or
Service. With respect to any New Products or Services which Customer requests
CSG to develop, the parties shall negotiate in good faith a mutually agreeable
Statement of Work, which shall be substantially in the form of, and comply with
the other requirements set forth in, Exhibit H.
(a) With respect to any New Product or Services, except those Products and
Services that are integrated by CSG as part of its service bureau offerings
such that their introduction affects Customer and other CSG customers
simultaneously, CSG shall comply with the testing requirements contained in
Exhibit E prior to implementing or deploying such New Products or Services.
(b) With respect to any New Products or Services, CSG will comply with the
performance metrics set forth in Exhibit I after implementation or
deployment of such New Products or Services.
(c) With respect to any New Products or Services, the parties agree that
Customer shall have the right, and CSG agrees to cooperate to the fullest
extent reasonably possible, to have Customer participate and be fully
informed with respect to CSG's development process and CSG's own internal
testing procedures. Where reasonably practicable, CSG agrees to take into
consideration and utilize Customer's recommendations with respect to CSG's
development and testing procedures.
(d) In addition to and not in lieu of any existing right, remedy or procedure
provided for in the Agreement, in the event of any dispute or disagreement
arising between CSG and Customer with respect to a New Product or Service,
or a proposed New Product or Service, including disputes or disagreements
with respect to pre-development activities, the development of a Statement
of Work, or the design, development, implementation, testing or deployment
of the New Product or Service, either party may provide the other notice of
its election to engage an independent technical advisor (the "Technical
Advisor") pursuant to the terms of this Section 11. Such notice shall
specify the area or areas of dispute or disagreement with respect to which
the Technical Advisor will be engaged. CSG and Customer shall use good faith
efforts to select the Technical Advisor as soon as reasonably practicable,
but in any event within 20 days of the giving of such a notice. The
Technical Advisor shall be any independent party that is an industry-
recognized expert in the development and release of commercial software
applications. If the parties are unable to select the Technical Advisor
within such 20-day period, the decision shall be escalated to CSG's Chief
Executive Officer and Customer's Chief Financial Officer for resolution. If
the parties are unable to select a Technical Advisor
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within 20 days of such escalation, the Technical Advisor shall be an
individual or entity to be named and agreed upon within 60 days of execution
of this Amendment (the "Alternate") provided that the Alternate is not then
an affiliate of either party. Upon selection of the Technical Advisor, the
parties shall cooperate in good faith with one another and the Technical
Advisor to enable the Technical Advisor to evaluate adequately the area(s)
of dispute or disagreement in order to advise and counsel the parties with
respect to a resolution thereof. Without limiting the generality of the
foregoing sentence, CSG and Customer will provide the Technical Advisor with
all information and data, access to personnel and such other resources as
are reasonably requested by the Technical Advisor. In rendering its opinion,
the Technical Advisor shall take into account the impact of any
recommendation on CSG's business operations taken as a whole. The parties
shall endeavor in good faith to resolve their disputes and disagreements
based on the recommendations and counsel of the Technical Advisor, provided
that neither party shall be obligated to implement any such recommendation.
Further, CSG shall not be obligated to alter or delay its New Product or
Service implementations unless CSG chooses to do so as a consequence of
adopting the recommendation of the Technical Advisor. CSG and Customer shall
each pay one-half of the fees and expenses of the Technical Advisor.
MUTUAL WAIVER AND RELEASE
12. CSG and Customer shall execute the Settlement and Release Agreement set
forth as Exhibit F.
PRESS RELEASE
13. The parties agree to issue a joint press release in the form attached as
Exhibit G.
PAYMENT OBLIGATIONS
14. No later than November 15, 2000, Customer shall pay all invoices not
disputed by Customer in good faith and outstanding under the Agreement as of
September 30, 2000, as set forth in the document entitled "Summary of AT&T
Broadband Corporate Invoice Amounts," a copy of which has been provided to
Customer. In addition, Customer may, no later than November 15, 2000, commence
and complete an audit of the postage fees charged by CSG under the Agreement
during the calendar year 2000. If such audit reveals a discrepancy , Customer
may offset any overcharge against any amount owed to CSG pursuant to this
Section 14, or if such audit reveals an undercharge, Customer shall pay such
amount promptly. If CSG disputes an audit finding of an overcharge in good
faith, Customer may withhold payment of a like amount owed under the CSG
invoices identified pursuant to this Section 14 until such dispute is resolved.
The parties agree that the postage owed shall be determined under the terms of
the Agreement, as supplemented by subsequent documentation from CSG.
ENTIRE AGREEMENT
15. This Amendment, together with the Exhibits hereto which are incorporated
herein, constitute the complete and entire statement of the agreement of the
parties with respect to the subject matter hereof and supersede all prior
writings or understandings with respect thereto.
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THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") AT&T BROADBAND MANAGEMENT
CORPORATION ("Customer")
By: /s/ Jack Pogge By: /s/ Daniel E. Somers
---------------------------- -------------------------
Name: Jack Pogge Name: Daniel E. Somers
---------------------------- -------------------------
Title: President & COO Title: President & CEO
---------------------------- -------------------------
List of Exhibits
- ----------------
Exhibit A: Telephony Transition Services
Exhibit B: Fees
Exhibit C: Rollout Schedule
Exhibit D: Media One Conversion Plan
Exhibit E: Testing Procedures
Exhibit F: Settlement and Release Agreement
Exhibit G: Joint Press Release
Exhibit H: Statement of Work Template
Exhibit I: Performance Metrics
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"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT A
Telephony Transition Service
----------------------------
Scope:
- ------
Transition/convert from CSG Wireline Telephony Services to (********).
The project will commence on 10/15/2000 with an objective to complete all market
conversions in 6 months (4/15/2001) with a window not to exceed 9 months
(7/15/2001).
CSG's commitment
- ----------------
CSG will put together a project team that will work with Customer and (********)
beginning 10/15/2000. CSG will assist in the planning and execution of the
conversion for a period not to exceed 9 months. The project team will be
responsible for the following:
. CSG's project team will provide Customer and (*********) with subject matter
expertise surrounding CSG's data architecture, formats, field definitions,
etc., to assist them in creating conversion programs.
. CSG will provide the data necessary to validate (*********)' conversion
programs in a dry-run scenario.
. CSG agrees to provide conversion data based on mutually agreed upon
conversion dates and times.
. CSG and Customer agree that this conversion is not a flash-cut and will be
completed on a market by market basis.
. CSG will work with Customer and (*********) in determining the order in
which the various markets will be converted.
. CSG agrees to support any markets, including in the States of Texas and
Pennsylvania, in which regulatory requirements may delay conversion until
each such market is converted, but in no event beyond July 15, 2001.
. Over the course of working with Customer, CSG has created third-party
interfaces that were specifically developed for and used by Customer for
pre-order validation, automated provisioning and billing. CSG agrees to
assist in transitioning the operational aspects of these interfaces to
(*********) on a project by project basis. In addition, to the extent that
Customer has paid for the development of such third party interfaces, CSG
shall provide to Customer such interface programs and related documentation
at no charge, and Customer shall have the right to use such interface
programs and documentation for any purpose whatsoever.
. Through July 15, 2001, Statements of Work will continue to be managed
through the processes set forth in Exhibit H . No new Statements of Work
will be initiated with end dates beyond July 15, 2001.
. CSG will make a reasonable effort to support any regulatory requirements
that become an issue during this transition period. These new requirements
will be handled through the existing SOW process.
. CSG will support the Telephony IOT environment from 10/15/2000 to 1/15/2001
at which time CSG and Customer will evaluate the necessity of continuing to
maintain and support this environment.
. Interfaces that may be required between CSG and (*********) will be
evaluated and handled through the Statement of Work process.
. Usage, payments and any other data received by CSG after the cut-off date
for each market will be forwarded to (*********) in the format it was
received.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
10
Customer Responsibilities:
- --------------------------
. Customer will be responsible for determining how to handle pipeline orders
existing at the time of the conversion. In addition, Customer will need to
determine when orders can no longer be taken in CSG's systems for each
market being converted.
. Customer will be responsible for creating and implementing procedures to
handle payments received after the conversion of a market.
. In coordination with CSG in the performance of its responsibilities as set
forth above, Customer will be responsible for the creation of the conversion
and transition plan.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
11
EXHIBIT B
Fees
----
Exhibit B-1 - Expanded License Software
Exhibit B-2 - Tiered CCS Fees
Exhibit B-3 - XML Custom Development With Respect to ACSR Transactions (ACSR
XML)
Exhibit B-4 - Telephony Domain Server
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
12
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT B-1
EXPANDED LICENSE SOFTWARE
-------------------------
Expanded License Software $(***)
Includes the following software components:
. ACSR
. ACSR Telephony
. ACSR Module of High Speed Data
. CSG Workforce Management
. CSG TechNet
. CSG Statement Express
. CSG Screen Express
. CIT
The Expanded License Software is subject to the terms and conditions
set forth in Section 3 of this Amendment.
Expanded Software Annual Maintenance $(***)
Includes the following software components:
. ACSR
. ACSR Telephony
. ACSR Module of High Speed Data
. CSG Workforce Management
. CSG TechNet
. CSG Statement Express
. CSG Screen Express
. CIT
CSG agrees that, effective January 1, 2001, the Expanded License Software
annual maintenance shall supersede and replace the maintenance Customer was
previously obligated to pay for licenses previously granted, but only as
such licenses relate to the Expanded License Software (as defined in
Section 3 of this Amendment). The first annual maintenance period for the
Expanded License Software shall begin on January 1, 2001 and shall end on
December 31, 2001. Each subsequent year's annual maintenance period shall
begin on January 1 and end on December 31 throughout the term of the
Agreement. The Expanded License Software annual maintenance shall be
subject to Section 4 of the Agreement beginning January 1, 2002 (i.e., the
first Section 4 adjustment would be applied on January 1, 2002).
Payment Terms:
Notwithstanding anything to the contrary in the Agreement, the Expanded
License Software fee of $(***) and the first year's annual maintenance of
$(***) shall be due to CSG as set forth below. Annual maintenance for each
subsequent year shall be invoiced to Customer on January 1 of each such
subsequent year and is payable pursuant to Section 2 of the Agreement.
Expanded License Software:
--------------------------
Billable Date Due Date Payment Amount
------------- -------- --------------
October 15, 2000 December 31, 2000 $(***)
January 15, 2001 March 31, 2001 $(***)
April 15, 2001 June 30, 2001 $(***)
July 15, 2001 September 30, 2001 $(***)
1/st/ Year's Annual Maintenance:
--------------------------------
Billable Date Due Date Payment Amount
------------- -------- --------------
July 15, 2001 September 30, 2001 $(***)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
13
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT B-2
Fees
----
I. TIERED CCS(TM) WIRELINE VIDEO AND CABLEMAX PROCESSING:
A. The Basic Monthly Subscriber Charge (herein after referred to as
BSC) for the time period beginning January 1, 2001 and ending
December 31, 2003 shall be as follows:
Number of Basic Subscribers Tiered BSC *
--------------------------- ------------
. 0 to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) and greater $(***)
* The BSC for each of the six (6) tiers, as noted, is not intended
to apply incrementally (e.g., if Customer had (***) basic
subscribers, the BSC would be $(***) on all (***) basic subscribers;
if Customer had (***) basic subscribers, the BSC would be $(***) on
all (***) basic subscribers).
B. The BSC for the time period beginning January 1, 2004 and ending
December 31, 2012 shall be as follows:
Number of Basic Subscribers Tiered BSC *
--------------------------- ------------
. 0 to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) and greater $(***)
* The BSC for each of the six (6) tiers, as noted, is not intended
to apply incrementally (e.g., if Customer had (***) basic
subscribers, the BSC would be $(***) on all (***) basic subscribers;
if Customer had (***) basic subscribers, the BSC would be $(***) on
all (***) basic subscribers). The BSC for each of the six (6) tiers,
as noted, is subject to Section 4 of the Agreement beginning January
1, 2005 (i.e., the first Section 4 adjustment would be applied on
January 1, 2005).
(This space has been intentionally left blank)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
14
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
II. TIERED CCS(TM) - ISP SERVICES FEES:
A. The Basic Monthly Subscriber Charge (herein after referred to as
BSC) for the time period beginning January 1, 2001 and ending
December 31, 2003 shall be as follows:
Number of Basic Subscribers Tiered BSC *
--------------------------- ------------
. 0 to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) and greater $(***)
* The BSC for each of the five (5) tiers, as noted, is not intended
to apply incrementally (e.g., if Customer had (***) basic
subscribers, the BSC would be $(***) on all (***) basic
subscribers; if Customer had (***) basic subscribers, the BSC would
be $(***) on all (***) basic subscribers).
B. The BSC for the time period beginning January 1, 2004 and ending
December 31, 2012 shall be as follows:
Number of Basic Subscribers Tiered BSC *
--------------------------- ------------
. 0 to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) to (***) $(***)
. (***) and greater $(***)
* The BSC for each of the five (5) tiers, as noted, is not intended
to apply incrementally (e.g., if Customer had (***) basic
subscribers, the BSC would be $(***) on all (***) basic
subscribers; if Customer had (***) basic subscribers, the BSC would
be $(***) on all (***) basic subscribers). The BSC for each of the
five (5) tiers, as noted, is subject to Section 4 of the Agreement
beginning January 1, 2005 (i.e., the first Section 4 adjustment
would be applied on January 1, 2005).
(This space has been intentionally left blank)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
15
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT B-3
Fees
----
XML CUSTOM DEVELOPMENT WITH RESPECT TO ACSR TRANSACTIONS (ACSR XML):
Custom Development Services for ACSR XML $(***)
The custom development services contemplated in the $(***) fee are set
forth in Section 1 of this Amendment. Reimbursable Expenses are
additional.
Any additional custom development services, as may be requested by
Customer, in addition to those specifically set forth in Section 1 of
this Amendment, may be provided by CSG under a separately executed
mutually agreed upon Statement of Work. Reimbursable Expenses are
additional.
Annual Maintenance and Support Fees for ACSR XML $(***) per year
Payment Terms:
If Customer elects to exercise the option described in Section 1 of
this Amendment, the custom development fee of $(***) and the initial
annual telephone support fee shall be due to CSG as follows:
Billable Date Due Date Payment Amount
------------- -------- --------------
15 days from the date Customer 60 days from notification date $(***)
notifies CSG that it elects to
exercise the Section 1 option
75 days from notification date 120 days from notification date $(***)
NOTE: If Customer elects to exercise the option described in Section 1
of this Amendment, the first year's annual telephone support period
shall begin on the notification date and shall end one year later.
Each subsequent year's annual telephone support period shall begin on
the anniversary date of the notification date and shall end one year
later throughout the term of the Agreement.
(This space has been intentionally left blank)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
16
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT B-4
Fees
----
TELEPHONY DOMAIN SERVER:
A. Monthly Facilities Management Processing Support (UHS and SDS) $(***)
B. Monthly Facilities Management Processing Support (TDS) $(***)
(This space has been intentionally left blank)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
17
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT C
Rollout Schedule
----------------
Software Effective Date of Rollout
- -------- ------------------------
ACSR (********* **** ** **** *********)
ACSR Telephony (********* **** ** **** *********)
ACSR Module of High Speed Data (********* **** ** **** *********)
CSG Workforce Management (******* ***, ****)
CSG TechNet (******* ***, ****)
CSG Statement Express (***** ***, ****)
CSG Screen Express (***** ***, ****)
CIT (***** ***, ****)
(This space has been intentionally left blank)
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
18
EXHIBIT D
MediaOne Conversion Plan
------------------------
[TO BE COMPLETED]
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
19
EXHIBIT E
Testing Support, Testing Environment and Testing Requirements
I. Support:
- ------------
A. During the testing of any New Product or Service provided by CSG under the
Agreement:
1. CSG will provide a single point of contact, whose name will be
communicated to Customer prior to any testing of such New Products or
Services, who will be responsible for all test environment issues. The
contact will be available from 8am-5pm Monday through Friday during the
testing period and during the first two weeks of implementation. Additional
support beyond the normal business hours, as it relates to a single point
of contact, will be available via a mutually agreeable Statement of Work.
2. CSG will provide a defined escalation path for testing failures up to
and including to Ed Nafus - Exec. V.P. at CSG or his successor.
3. On-site support will be provided on a project by project basis in
accordance with Statement of Work that will be agreed upon by the parties.
B. CSG will provide help desk support, in accordance with industry standards,
8am - 5pm Monday through Friday for testing, which shall include, but not be
limited to the following support:
1. Application/technical assistance support desk which logs and tracks
issues and has the ability to report on operational statistics related to
help desk functions.
2. During code release periods for New Products and Services, the CSG
help desk will provide turnaround on all issues based on the Severity
Levels described in this Exhibit.
3. Outside of normal business hours, CSG will utilize pager devices, or
some equivalent, which will allow Customer to notify CSG that it has
requested support. For Customer calls outside of normal business hours
relating to Severity Level 1 or 2 issues, CSG will respond to Customer
within two hours of such page or other notification.
C. CSG shall provide training, either classroom or on-site, as appropriate, to
Customer personnel on architecture and configuration for New Products and
Services that will be released into Customer's environment. Training
requirements will be set forth in a mutually agreeable Statement of Work.
D. On or before December 15, 2000, CSG and Customer shall mutually develop
methods and procedures including, standards for communication related to testing
and associated issues, incident reports, the schedule for implementation into
Customer's test and production environments, configuration, testing cycles,
functional capabilities, monthly performance review meetings and any other
operational requirements deemed necessary by the parties.
E. On or before December 15, 2000, CSG and Customer shall develop a
comprehensive first draft of mutually acceptable methods and procedures for both
parties which shall be used for (i) the on-going evaluation of the integrated
test environment required for the utilization of the New Products and Services
by Customer and (ii) assessing the performance of such New Products and Services
during the testing process, and (iii) implementing any corrective actions to
address identified issues. Each party will pay its own costs in participating in
this effort.
F. Every eighteen (18) months, Customer will have the option to appoint a
third party ("Auditor"), that is reasonably acceptable to CSG, with significant
knowledge and background in software testing processes and procedures to conduct
an audit of CSG's and Customer's methods and procedures for testing and release
management of New Products and Services. Such Auditor shall be subject to the
confidentiality obligations set forth in Section 19 of the Agreement. CSG and
Customer will implement the recommendations of such Auditor based on an
implementation plan that is mutually agreeable to the parties.
II. CSG's Mainframe Test Environment:
- ---------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
20
A. CSG Testing: Any New Products and Services provided to Customer for testing
shall be identified as substantially tested by CSG, except with respect to New
Products and Services that are jointly tested between the parties. CSG shall
share the nature of the testing performed on such New Products and Services and
the results of such testing for such New Products and Services.
B. to the methods and procedures described in Section I.D of this Exhibit. In
general, the parties objective for testing falls within the following time
frames:
1. New Products and Services Code Releases - 5 weeks prior to production
implementation
2. Telephony Bundles - 5 weeks (until Customer is deconverted) prior to
production implementation
C. Performance Testing:
1. CSG shall maintain the test region in an available and fully functioning
mode on a 24/7 basis with the exception of a pre-agreed upon maintenance
schedule.
2. As requested, and when agreed to pursuant to the methods and procedures
described in Section I.D of this Exhibit, CSG shall provide testing
capability that will allow 3 cycles of a billing statement per week for the
New Products and Services being tested.
3 CSG's dedicated Customer test region, as described in Section 42 of the
Agreement, will support all testing that is described in this Exhibit. A
pre-defined SPA structure will be used for new code implementations in
accordance with mutually agreed upon Statements of Work.
4. Customer shall have access to configuration controls for New Products
and Services to enable Customer to make changes to any such configuration
controls as agreed to pursuant to the methods and procedures described in
Section I.D. of this Exhibit.
D. Test System Architecture:
1. CSG's testing system architecture should duplicate CSG's production as
closely as possible.
2. CSG's test system shall be capable of establishing multiple SPA's to
support different product combinations, parameter settings, and 3rd party
interfaces for Customer.
3. CSG will keep Customer's test region current with the most recent
versions of the New Products and Services being tested.
CSG shall cleanse test environment SPA's without disruption of test
initiatives.
5. CSG's testing system will be flexible enough to support:
a. Transfer of data across System/Prin/Agent.
b. Single sessions across regions (when such functionality becomes
available in CSG's production environment).
6. The CSG test system architecture shall support recovery testing that is
mutually agreeable to the parties.
E. Products Required for Customer's Testing Environment:
1. CSG shall allow Customer to test all New Products and Services in the
Customer testing environment.
2. CSG shall provide, as agreed to pursuant to the methods and procedures
described in Section I.D of this Exhibit, the following functionality
capabilities for the Customer testing environment: Printed Statements, UDU,
Statement Files, Security, Lockbox, Printed Reports (RMS), Credit
Verification, Credit Card Verification, Recurring Credit Card, Printed Cash
Register Receipts, Printed Work Orders, Selects, Daily Data Feeds, Monthly
Financial Files, Refund Checks.
III. Documentation:
--------------
A. CSG will use best efforts to deliver to Customer the following:
1. Design documentation for New Products and Services two months prior to
the release of such New Products and Services into the testing environment
which shall include, but is not limited to, a
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
21
description of the feature and functionality of such New Product or
Services, other CSG Product(s) that are impacted, screen design, etc.
2. Release notes shall be provided one month prior to test region code
push for New Products and Services, which notes shall include, but not be
limited to, the detailed functionality of such software.
3. Bulletins for the frontline software users shall be provided 21 days
prior to production implementation.
B. On a monthly basis, CSG will provide Customer with a comprehensive list of
all New Products and Services that are in development for Customer This
documentation will include: implementation dates, test schedules and designated
environments.
C. CSG/Customer shall create a report of "lessons learned" by project to
ensure issues are not repeated. Key lessons learned will be used as guidelines
for CSG and Customer to change testing processes.
D. CSG shall provide checklist(s) of "To Do's" for installation, setup and
loads of all code for New Products and Services into Customer's test
environment.
E. CSG shall provide thorough documentation of the test environment for New
Products and Services CSG Product Management personnel shall conduct, in person,
design reviews and training on how proposed designs will impact the system for
the Customer test team.
IV. Testing
-------
A. Customer shall test New Products and Services upon receipt of such New
Products and Services in the Customer test environment. Such tests will be
performed in order to determine whether such New Products and Services (1) meet
the applicable specifications, perform the applicable functionality, and do not
exceed the facilities usage or run time limits and standards set forth in the
applicable Statements of Work or CSG's specifications and documentation for the
New Products and Services, and (2) establish that the New Products and Services
are capable of running on a repetitive basis with a variety of Customer data
without failure in the Customer test environment. Such tests may include, but
are not limited to, the following: user acceptance, regression, integration,
migrations, recovery, load, conversions, and production readiness.
B. Based on Customer's own certification standards, Customer will employ a
certification process that certifies the New Products and Services. These
standards are not deemed to be accepted by CSG as CSG's certification standards
and are only employed to assist the Customer in communicating potential errors
in such New Products and Services to CSG. The New Products and Services shall be
deemed certified by Customer when there are no Severity Level 1 or Severity
Level 2 defects in such software (as described in this Exhibit) and acceptable
workarounds for any Severity Level 3 defects (as described in this Exhibit) have
been mutually agreed upon between the parties.
C. Customer's testing shall be designed to detect errors in the New Products
and Services. Any error shall be assigned one of the Severity Level's described
below and CSG, as agreed to pursuant to the methods and procedures described in
Section I.D of this Exhibit, shall respond to correct such error. CSG shall use
best efforts to respond in accordance with the following table:
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
22
SEVERITY LEVELS
- ---------------
- --------------------------------------------------------------------------------
SEVERITY 1 24 Hour Status A system outage or complete loss of
Show 72 Hour Fix functionality. The product is not
Stopper stable, resulting in the workstation
locking up, the application crashing,
General Protection Faults, or other
system failure.
SEVERITY 2 48 Hour Status A loss of crucial functionality. No
Major 96 Hour Fix acceptable workaround exists for the
problem. The operator cannot perform
their job with this problem.
SEVERITY 3 Weekly Status A loss of non-crucial functionality.
Functional Fix as needed Acceptable workaround exists.
SEVERITY 4 Weekly Status An inconvenience to the operator.
Minor Fix as needed
SEVERITY 5 Weekly Status Cosmetic changes that do not affect
Visual Fix as needed functionality.
- --------------------------------------------------------------------------------
D. Customer and CSG shall meet weekly to discuss the defect status. The parties
shall agree upon discrepancy reporting and resolution procedures utilizing the
Severity Level guidelines set forth above.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
23
EXHIBIT F
Settlement and Release Agreement
--------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
24
CONFIDENTIAL SETTLEMENT AGREEMENT
AND MUTUAL RELEASE
I. PARTIES
-------
The parties to this Confidential Settlement Agreement and Mutual Release
(the "Agreement") are:
1. AT&T Broadband Management Corporation (formerly TCI Cable Management
Corporation), a Colorado corporation, and its parent, subsidiaries, affiliates
and relevant divisions (hereinafter referred to collectively as "AT&T
Broadband"); and
2. CSG Systems Inc., a Delaware corporation ("CSG").
3. AT&T Broadband and CSG shall be referred to collectively as the
"Parties."
II. EFFECTIVE DATE
--------------
The effective date of this Agreement shall be October 10, 2000.
III. RECITALS
--------
1. AT&T Broadband filed a Demand for Arbitration (the "Arbitration")
under the Restated and Amended CSG Master Subscriber Management System
Agreement, dated August 10, 1997, between CSG and AT&T Broadband Management
Corporation (as amended, the "Master Agreement").
2. CSG is the respondent in the Arbitration.
3. AT&T Broadband and CSG have agreed that it is in their respective best
interests to settle and resolve certain claims asserted in and relating to the
Arbitration. By entering into this Agreement, no party admits any liability
whatsoever. Accordingly, the Parties to this Agreement are desirous of mutually
and amicably settling all claims arising under the Master Agreement (except as
specifically provided in this Agreement) under the terms and conditions of this
Agreement.
4. The Parties were unable to agree on the meaning or scope of Section
31, Exclusivity, of the Master Agreement. The Parties, therefore, are reserving
and do not waive the rights and arguments they may have in connection with
Section 31 of the Master Agreement, except as specifically addressed in that
certain 49th Amendment to Restated and Amended CSG Master Subscriber Management
System Agreement between CSG and AT&T Broadband, dated of even date herewith
(the "Amendment").
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
25
IV. TERMS OF SETTLEMENT
-------------------
In consideration of the foregoing and the terms set forth below, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. Dismissal of the Arbitration. The Parties stipulate and agree to the
----------------------------
dismissal of the Arbitration with prejudice (except for the matters specifically
excluded in Section 2). A Stipulation for Dismissal, in the form attached
hereto as Exhibit A, will be submitted to the AAA immediately following the
execution of this Agreement.
2. Mutual Release. The Parties, on behalf of themselves and their parent,
--------------
subsidiaries, affiliates, agents, officers, directors, employees, consultants,
associates, representatives, attorneys, heirs, predecessors, successors and
assigns, hereby forever release and discharge each other and their current and
former parent companies, subsidiaries, affiliates, agents, officers, directors,
employees, consultants, associates, attorneys, representatives, heirs,
predecessors, successors and assigns, or any person acting by, through, under or
in concert with each of them, from any and all claims, counter-claims demands,
causes of action or liabilities, known or unknown, whether at law or in equity,
based upon, relating in any way to or arising under the Master Agreement or any
acts or omissions of the Parties, in each case through the date of this
Agreement, including but not limited to all claims or counter-claims which were
raised or could have been raised in the Arbitration, except as follows: the
Parties reserve and do not waive or release any claim with respect to, or rights
and arguments in connection with, Section 31 of the Master Agreement, except as
specifically set forth in the Amendment.
3. Confidentiality. The terms, conditions and substance of this Agreement
---------------
shall be kept confidential. Except as otherwise agreed by the Parties, no terms
or conditions of this Agreement may be disclosed to any third party, other than
lawyers, accountants and/or professionals whose services are or may be needed by
the Parties to effectuate this Agreement, and otherwise to comply with
applicable law. Disclosure of this Agreement may also be made to government
auditors and to comply with a court order compelling its disclosure. The Parties
acknowledge that CSG will issue a public statement relating to the dismissal of
the Arbitration and the general terms (other than financial terms) of the
Amendment.
4. Costs and Attorneys' Fees. Each Party agrees to bear all of its own
-------------------------
costs and attorneys' fees in connection with the Arbitration and all related
disputes.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
26
V. REPRESENTATIONS AND WARRANTIES
------------------------------
Each of the Parties represents, warrants and agrees as follows:
1. Independent Legal Advice. Each Party has received independent legal
------------------------
advice from its own attorneys with respect to the advisability of entering into
and executing this Agreement.
2. Parties Have Read Agreement. Each Party or responsible agent has read
---------------------------
this Agreement and understands its contents.
3. Authority to Execute. Each Party has full power and authority to
--------------------
execute, deliver and perform this Agreement, and each has taken all necessary
steps for the execution and delivery of this Agreement.
4. No Previous Assignment. No Party has previously assigned, transferred,
----------------------
granted or purported to assign, transfer or grant any of the claims, demands,
causes of action, suits, controversies, liabilities or obligations released by
this Agreement.
VI. MISCELLANEOUS
-------------
1. No Admission of Liability. Nothing in this Agreement shall be
-------------------------
construed as an admission of liability by either Party or its employees,
officers, directors, consultants, associates, agents, or representatives.
2. Entire Agreement. This Agreement constitutes the full and complete
----------------
understanding and agreement of the Parties with respect to the subject matter
covered by it. No addition, deletion, or amendment shall have any force or
effect, except as mutually agreed to in a writing signed by all of the Parties.
3. Successors and Transferees. This Agreement shall be binding upon and
--------------------------
inure to the benefit of each Party's current and former parent companies,
subsidiaries, affiliates, successors, and assigns.
4. No Construction Against Draftor. Each Party has cooperated in the
-------------------------------
drafting and preparation of this Agreement. Hence, in any construction to be
made of this Agreement, the same shall not be construed against any Party.
5. Necessary and Further Documents. The Parties agree to execute all such
-------------------------------
further and additional documents as shall be reasonable, necessary or desirable
to carry out the provisions of this Agreement, including but not limited to
Exhibit A.
6. Severability. If any provision or part of this Agreement is held
------------
invalid or unenforceable for any reason, the remainder of this Agreement shall
nonetheless remain in full force and effect.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
27
7. Headings. The headings and subheadings contained in this Agreement are
--------
for convenience only and shall not control or affect the meaning, construction,
or interpretation of any provision of the Agreement.
8. Counterparts. This Agreement may be executed in counterparts and shall
------------
be fully effective when executed by all Parties.
9. Governing Law. This Agreement shall be construed and enforced in
-------------
accordance with the laws of the State of Colorado.
VII. ENFORCEMENT OF THIS AGREEMENT
-----------------------------
If either Party defaults in its obligations under this Agreement, the non-
breaching party may bring an action in a court of competent jurisdiction in the
State of Colorado to enforce the terms of this Agreement. If a subsequent
enforcement action is brought, the prevailing Party in that action shall be
entitled to recover its costs and reasonable attorneys' fees.
[SIGNATURE PAGES FOLLOW]
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
28
AT&T BROADBAND MANAGEMENT CORPORATION
By: /s/ Rick D. Bailey
------------------------------------
Its: Senior Vice President
------------------------------------
Date: October 10, 2000
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing was subscribed and sworn to before me on October 10, 2000
by Rick D. Bailey, on behalf of AT&T Broadband Management Corporation.
My commission expires: 3/2/2004.
-----------
/s/ Carol A. Moore
-------------------------------------
Notary Public
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
29
CSG SYSTEMS INC.
By: /s/ Joseph T. Ruble
--------------------------------
Its: VP & General Counsel
-------------------------------
Date: October 10, 2000
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing was subscribed and sworn to before me on October 10, 2000 by
Joseph T. Ruble, on behalf of CSG Systems Inc.
My commission expires: 11/15/03.
---------
/s/ Mary K. Hung
------------------------------
Notary Public
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
30
AMERICAN ARBITRATION ASSOCIATION
______________________________________________
In the Matter of the Arbitration between )
)
AT&T BROADBAND MANAGEMENT )
CORPORATION )
)
Plaintiff, )
) Case No. 77-117-00297-00
vs. )
)
CSG SYSTEMS, INC. )
)
Defendant. )
______________________________________________ )
- --------------------------------------------------------------------------------
JOINT MOTION TO DISMISS
- --------------------------------------------------------------------------------
The parties hereto, AT&T Broadband Management Corporation and CSG Systems,
Inc., through their respective counsel, hereby jointly request that this matter
is dismissed with prejudice (subject to the terms of the Confidential Settlement
Agreement and Mutual Release, dated October 10, 2000, between the parties), with
each party to bear its own costs and fees. As grounds therefor, the parties
state that this matter has been resolved.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
31
Dated this 10th day of October, 2000.
/s/ Rick D. Bailey /s/ Joseph T. Ruble
- ------------------------------------- ----------------------------------
Rick D. Bailey Joseph T. Ruble
Senior Vice President CSG Systems, Inc.
AT&T Broadband Management Corporation 7887 E. Belleview Ave., Suite 1000
188 Inverness Drive West Englewood, CO 80111
Englewood, CO 80112
General Counsel for CSG Systems, Inc.
Chief Counsel, AT&T Broadband
Management Corporation
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
32
AMERICAN ARBITRATION ASSOCIATION
_____________________________________________
In the Matter of the Arbitration between )
)
AT&T BROADBAND MANAGEMENT )
CORPORATION )
)
Plaintiff, )
) Case No. 77-117-00297-00
vs. )
)
CSG SYSTEMS, INC. )
)
Defendant. )
______________________________________________ )
- --------------------------------------------------------------------------------
ORDER OF DISMISSAL
- --------------------------------------------------------------------------------
This matter has come before the American Arbitration Association on the
Parties' Joint Motion to Dismiss. The Parties have resolved this dispute, and
accordingly the motion is granted. This matter is hereby dismissed with
prejudice (subject to the terms of the Confidential Settlement Agreement and
Mutual Release, dated October __, 2000, between the parties), with each party to
bear its own costs and attorneys' fees.
Dated this __ day of __________________, 2000
____________________________________________
American Arbitration Association
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THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
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33
EXHIBIT G
Joint Press Release
-------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
34
FOR IMMEDIATE RELEASE: Oct. 10, 2000
For more information contact:
Liz Bauer Sarah Duisik
Vice President of Investor Relations Director-External Communications
CSG Systems, Inc. AT&T Broadband
303-804-4065 303-858-5431
CSG Systems and AT&T Broadband
Agree to Dismiss Demand for Arbitration
ENGLEWOOD, Colo.-AT&T Broadband has agreed to dismiss with prejudice its Sept.
27 Demand for Arbitration with CSG Systems, the companies said today.
In connection with the dismissal, the companies agreed to amend the Master
Subscriber Management System Agreement between CSG Systems and AT&T Broadband.
Highlights from the amended agreement include:
. AT&T Broadband agrees to use its best efforts to convert 90 percent of the
MediaOne video and high-speed data customers to the CSG platform by Dec. 31,
2001, and the remaining 10 percent by June 30, 2002.
. CSG waives its exclusivity rights pertaining to residential wireline
telephony.
. AT&T Broadband purchases an expanded software license for CSG's call center
and workforce automation applications.
"We are pleased to reach a mutually beneficial business arrangement that allows
CSG and AT&T Broadband to benefit from the outcome," said Neal Hansen, chairman
and chief executive officer of CSG. "AT&T is one of the leaders in the
telecommunications industry and we will continue to work diligently in enabling
them to maximize their broadband strategy."
"With this agreement and our related discussions with CSG, AT&T Broadband is
better positioned to continue achieving its strategic and growth objectives,"
said Dan Somers, president and chief executive officer, AT&T Broadband. "We view
our redefined CSG relationship as a positive for both companies.
About CSG Systems, Inc.
Based in Denver, Colorado, CSG Systems International, Inc. (NASDAQ: CSGS), is
the parent company of CSG Systems, Inc., which provides customer care and
billing solutions worldwide for the converging communications markets, including
cable television, direct broadcast satellite, telephony, on-line services and
others. The Company offers is clients a full range of processing services,
software and support
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
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THEIR RESPECTIVE COMPANIES
35
services that automate customer management functions, including billing, sales
support and order processing, invoice calculation and production, management
reporting and customer analysis for target marketing. CSG Systems, Inc. provides
its services to over one-third of the households in the United States.
About AT&T
AT&T Broadband, a business unit of AT&T, is the nation's largest broadband
services company, providing television entertainment services to about 16
million customers across the nation. The company also provides advanced
services, such as digital cable, high-speed cable Internet services and
competitive local phone service. AT&T Corp. (NYSE: T) is the world's leader in
telecommunications services and technology.
###
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
36
EXHIBIT H
Statement of Work Requirements
------------------------------
1. Objectives:
Customer and CSG desire to improve the Statement of Work process between the
parties. The following objectives are adopted by the parties to improve the
Statement of Work process:
. Accountability - clearly defined business requirements and Deliverables
. Tractability - defined steps in the process with demarcation points
. Detail/information - content that supports the Statement of Work
. Ownership - clearly defined business and project owners
. Cycle Time - reduction in Statement of Work cycle time from concept to
delivery
. Cost Management - improved process to yield overall cost reductions
. Change Order Management - ability to modify and supplement a Statement of
Work
. Streamlined Process - allow for easy creation of requirements and Statement
of Work
. Quality - deliver a high quality process with compensation tied to
Deliverable quality (meeting requirements)
2. Documents:
The new Statement of Work process will utilize trigger documents ("Trigger
Documents") and response documents ("Response Documents") as follows. Customer
will use a Trigger Document to initiate a request for development or consulting
Services. CSG will use a Response Document to define issues such as objectives,
procedures, Deliverables, time lines and costs. The Documents described in this
section are intended to be executed in pairs with the Trigger Document causing a
Response Document. Each Document will capture details and Deliverables using the
principle that excellent requirements produce excellent results.
For each project that Customer desires CSG to undertake, Customer will complete
one of the two Trigger Documents described below, depending on the estimated
size and scope of the project. The Trigger Documents are a CSG Business
Requirements Specifications Document (BRS) and a Services Request Form (SRF).
The BRS and SRF should be substantially similar to the sample form documents
attached hereto as Attachment 1 and 2, respectively, which may be modified by
the parties. The general descriptions of the Trigger Documents are described
below.
In response to receiving a Trigger Document, CSG will complete one or more of
the three (3) Response Documents described below depending on the estimated size
and scope of the project. The Response Documents are a Design Statement of Work
(DSOW), a Statement of Work (SOW), a Letter of Authorization (LOA), and a PCMO.
The DSOW/SOW should be substantially similar to the sample form document
attached hereto as Attachment 3 and 4,, respectively, which may be modified by
the parties. The Exhibit B-1 SOW form set forth in the Agreement shall be
replaced by the SOW form attached hereto. The general descriptions of the
Response Documents are described below.
- ------------------------------------------------------------------------------
Customer Customer CSG Response CSG
Trigger Responsible Documents Responsible
Documents Parties Parties
- ------------------------------------------------------------------------------
BRS AT&T Broadband DSOW and/or SOW CSG Sales IT
designated IT
organization or its
successor - Director
level or above
- ------------------------------------------------------------------------------
SRF AT&T Multiple Parties LOA/SOW/PCMO CSG Sales or Account
(Corp. or Field) Management
- ------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
37
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
Customer Trigger Documents:
. BRS - This Document will be completed by the Customer when Customer desires to
have CSG perform development projects. The Customer will take business
requirements from the Customer business owner and develop a detailed BRS. The
BRS will serve as formal notification to CSG that Technical Services are being
requested.
. SRF - This Document will be completed by Customer when consulting, data
maintenance, travel, IP address additions or other limited scope requirements
are requested. The SRF will serve as formal notification to CSG that Technical
Services are being requested. This form is primarily targeted for field use
when requesting standard consulting or ancillary Services.
CSG Response Documents:
. Design Statement of Work - The DSOW will be used in response to the BRS for
projects of 750 hours or greater. Upon Customer's execution of the DSOW, CSG
will develop a Functional Technical and/or Logical Design Document and invoice
Customer for (******) percent ((***)%) of the estimated Project Fees set forth
in such DSOW. Customer shall pay such amount pursuant to Section 2 of the
Agreement. CSG will commence providing Services to Customer only upon the
execution of the DSOW by both parties.
. Statement of Work - The SOW will be used in response to both a BRS and SRF,
for all development projects and for consulting Services of less than 750
hours that are (*** ********) dollars ($(***)) or more, CSG will use best
efforts to promptly provide Customer with a draft SOW. CSG will commence
providing Services to Customer only upon the execution of the SOW by both
parties.
. LOA - The LOA will be used to define the Project Fees and delivery schedules
for consulting or ancillary Services that are less than (*** ********) dollars
($(***)). CSG will commence providing Services to Customer upon the execution
of the Letter of Authorization by both parties. (A LOA shall not be used to
authorize any developmental work.)
. PCMO - This Document is a CSG internal order entry process that is used to
document the request from Customer and fulfill that request.
If Customer desires a change to the Services or work to be performed under the
DSOW/SOW after its execution by the parties, Customer shall issue the
appropriate Trigger Document to CSG, which shall specify that it is a request
for a change in a specific DSOW/SOW. CSG shall respond with the appropriate
Response Document, which if it is a DSOW/SOW shall be an amendment to the
DSOW/SOW for which Customer has requested such change.
As described in the attached DSOW/SOW sample form, each DSOW/SOW will contain at
a minimum the following: a detailed description of the type of service to be
performed or software design and/or software development to be provided by CSG;
a detailed description of each Deliverable, including specifications, to be
provided by CSG; a reference to the specific CSG or Customer Trigger Document; a
statement of the objectives for the Services or software design and/or to be
provided under the DSOW/SOW; schedule of project fees and payment terms;
timetable, staffing plan, key target milestones with dates, Deliverables and
associated project fees; a statement of Customer responsibilities; intellectual
property rights, and any additional insurance requirements
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
38
3. Development Life Cycle - Commissioning Documents for Projects
- -------------------------------------------------------------------------------
Concepts and Design Development Test Implementation
Requirements
- -------------------------------------------------------------------------------
DSOW for Statement of Work
projects that are
750 hours or more
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SOW for projects
that are less than
750 hours
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4. Performance Metrics:
Any DSOW/SOW and BRS for a New Product or Service shall include performance
metrics as follows:
. achieving agreed upon milestones for delivery of development work at agreed
upon costs
. meeting quality metrics defined in each SOW, such as cycle times and defects
. meeting testing deadlines and quality metrics
Processing Services
- -------------------
The processing services metrics will be set forth in the DSOW/SOW and BRS and
generally follow the format and substance of the metrics set forth in Exhibit I.
List of Attachments
- -------------------
Attachment 1: Business Requirements Specifications
Attachment 2: Services Request Form
Attachment 3: DSOW/SOW
Attachment 4: Letter of Authorization
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THEPARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
39
ATTACHMENT 1
CSG Business Requirements (Sample)
----------------------------------
================================================================================
[GRAPHIC OMITTED]
(Title)
Business Requirements Specification
-----------------------------------
Submitted by:
Date Submitted:
Program Request Number #
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
40
Version History
----------------------------------------------------------------------------------------------------------
Change Summary
Date Writer (Short description of change and pages effected -
also revise the word properties with revision data)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Background
This section should contain background information concerning your business and
its development needs. It is important that CSG understands the problem in order
to arrive at the most efficient solution. Complete each of the items below.
1. Provide an overview of your business organization/operational workflow and
interaction with CSG products as they relate to this request.
2. What are the impacts currently being experienced? Explain who, what, and
how these impacts affect the business. Include job/task descriptions and
current work around.
3. What industries or lines of business are impacted by the current
environment?
-----------------------------------------------------------------------------------------------------
LOB (Video, Telephony, HSD, ISP, etc.) Explanation
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
4. What is the justification for this request? (Business opportunities, Market
opportunities, cost savings, etc.)
Definitions
The following definitions or terms are referred to in this requirement
definition document.
--------------------------------------------------------------------------------------------------
Terms Definition
--------------------------------------------------------------------------------------------------
I.E. - CCS Communication Control System
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
41
Supporting Documentation
(This list contains all requirement (s) documents, specifications, and other
documents supporting the business requirement (i.e. this may include interface
specification documentation, screen layouts, report layouts, training
documentation, Call Ticket Tracker ticket #'s etc.)
--------------------------------------------------------------------------------------------------
Document Name Number/ Attachment
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Business Requirements
. Briefly summarize the desired results regarding this project.
. Provide detailed requirements below. These should be business/operational
requirements, not proposed solution statements.
I. Functionality Requirements: Include requirements regarding the ability to
display, view, log, delete, updates, change, retain, etc.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
II. Field Descriptions: List details such as alpha, numeric, size, special
characters, required vs. optional, default values, etc.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
42
III. Security Requirements: Ability to view, add, change, delete, levels, etc.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
IV. Reporting and Database Requirements: Media - (paper, file, disk, etc.)
Online via RMS, Web Browser, other. User interface/access method (desktop,
IP, Web). Frequency - daily, weekly, monthly, on-demand-Vantage, Data
Extracts, sequence of data, etc.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
V. Statement Requirements: Data elements (billing details, customer info,
messages, postal info, etc.), Method (hard copy paper, electronic,
extracts)
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
43
VI. User Interface Requirements: Response time requirements, desktop, web, lite
client. Describe user types.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
VII. Dependency Requirements: Third Party software-version/release, hardware,
network, Designated Environment, performance impacts, etc. Volumes and
source of volumes (online transaction process, batch frequency - hourly,
daily, weekly), media type.
------------------------------------------------------------------------------------------------------------
Requirement Definition Example
(Use Case Scenarios)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
VIII. Performance Metrics (Specify the metrics for the CSG Solution.)
Comments/Miscellaneous
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
44
ATTACHMENT 2
Services Request Form (Sample)
Service Request Form
- ----------------------------------------------------------------------------------------------------------------------
Service Request #: Submission Date:
- -------------------------------------------------------- ----------------------------------------------------------
- -------------------------------------------------------- ----------------------------------------------------------
Submitter's Name: Submitter's Phone #:
- ------------------------- ------------------------------
----------------------------------------------------------
Submitter's E-mail
Address:
----------------------------------------------------------
- --------------------------------------------------------- ----------------------------------------------------------
Owner/Project Manager: Owner/PM Phone #:
- --------------------------------------------------------- ----------------------------------------------------------
Owner/PM E-mail address:
----------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Program / Organization:
- ----------------------------------------------------------------------------------------------------------------------
System/Prin/Agent(s):
- ----------------------------------------------------------------------------------------------------------------------
Category: [_] Reports (Selects, Labels) (1) [_] Program Changes (Macros,
- -------- Passer) (2) X SPA Config Changes (Add Agent, Agent Transfer,
Prin Merge) (3) [_] Statements (Holds, Re-runs, ESP) (4) [_]
Print Services (5) [_] Data Communications (Port Config,
Connectivity) (6) X Consulting Services (7) [_] Other (8)
Priority: [_] High [M127] Medium [_] Low
- --------
SERVICE DESCRIPTION:
- --------------------------------------------------------------------------------------------------------------
Description of Service :
- ----------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Justification/Reason:
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Other Pertinent Information:
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
Other Initiative Programs/Systems Impacted:
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45
ATTACHMENT 3
Statement of Work and Design Statement of
-----------------------------------------
Work (Sample)
-------------
This Statement of Work is made as of __________, 200_, between CSG Systems, Inc.
and AT&T Broadband Management Corporation ("Customer") pursuant to Schedule B of
the Master Agreement and of which this Statement of Work forms an integral part.
Service Type:
- ------------
. Consulting Services
-------------------
. Strategy and Direction
. Requirements Definition and/or Vendor Selection
. Implementation/Integration
. Development
-----------
. Create Software
. Alterations or customizations
. Implementation
--------------
. Hardware
. Other
-----
Title: Description of actual work to be performed (Business Need) Include a
- -----
reference to the Program Request No. from the SRF or BRS.
Description / Scope of Services: Should include specific Deliverables and
- -------------------------------
specifications for the deliverables (answers the question what will be done?)
Examples of specific deliverables:
. Software Code
. Release notes
. Training
. Conversion Programs
. Etc.
Objectives: Specific Business Needs (Should refer to a specific requirements
- ----------
document for details)
Support Plan / Procedures: This should be what the vendor will do to meet the
- -------------------------
requirements (Vendor responsibility, timetable, staffing plan if applicable and
performance criteria).
Location: Primary location of team and what Customer should expect in terms of
- --------
presence and communication (status, costs, equipment requirements and
understanding of who is to provide support equipment, etc.):
Key Target Milestones:
- ---------------------
Quality Metrics:
- ---------------
Testing Deadlines:
- -----------------
Project Fees: Project Fees tied to milestones and user acceptance and payment
- ------------
terms.
Time & Materials:
Reimbursable Expenses:
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46
Funding Authorization valid if approval received by ( otherwise must be
resubmitted): mm/dd/yyyy
Customer Responsibilities:
- -------------------------
Additional provisions: (check "X" if applicable and add pertinent details --)
- ---------------------
______________Intellectual Property Rights
______________Additional Warranties and Remedies
______________Performance Criteria ( insert criteria - such as 98% accuracy on
subscriber records )
______________Inspection and Acceptance Criteria ( specific requirements for the
project)
______________Additional Insurance - In addition to the insurance coverage
required under the Agreement, CSG shall carry Errors and Omissions insurance
providing limits of not less than $1,000,000 per occurrence with endorsement
evidencing coverage for contractual liability.
Customer Billing Address: Customer Payment Address:
- ------------------------ ------------------------
Information Technologies Purchasing Manager xxx
5619 DTC Parkway xxx
Englewood, Co 80111 xxx
AT&T Point of Contact CSG Point of Contact
- --------------------- --------------------
Name__________________________ Name____________________________
IN WITNESS WHEREOF, CSG and Customer cause this Statement of Work to be duly
executed below.
CSG Systems, Inc. ("CSG") AT&T BROADBAND MANAGEMENT
CORPORATION ("Customer")
By: ___________________________________ By: _______________________________
Name: _________________________________ Name: _____________________________
Title: __________________________________ Title: ____________________________
Date: __________________________________ Date: _____________________________
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THEIR RESPECTIVE COMPANIES
47
ATTACHMENT 4
Letter of Authorization (Sample)
--------------------------------
[Date]
Program Reference No.: _________
[Name]
[You name]
[Address]
[City, State, Zip]
Dear [Name]:
This Letter of Authorization confirms the agreement of AT&T Broadband Management
Corporation ("You") to retain the technical / consulting services (the
"Services") of CSG Systems, Inc. ("CSG") for a period beginning on _____________
and ending on approximately ________________. The Services will consist of
____________(Provide a detailed description of the
Services.)___________________. You will pay CSG $_________ per _____________, in
accordance with the monthly invoices that CSG sends You. The terms and
conditions of the Schedule B of the Master Agreement between You and CSG
regarding the provision of technical and consulting services are incorporated in
this Letter of Authorization and shall govern the provision of Services by CSG.
CSG looks forward to a long and mutually beneficial relationship with You and to
providing You with continued high-value services to enhance your business. Once
You have signed this letter, please return it to ____________________'s
attention so that CSG can commence the Services.
CSG SYSTEMS, INC. ("CSG")
By:_________________________
Name:_______________________
Title:______________________
AT&T BROADBAND MANAGEMENT CORPORATION ("You")
By:_____________________________
Name:___________________________
Title:__________________________
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
48
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
EXHIBIT I
Performance Metrics
-------------------
The Exhibit identifies and defines the performance metrics and associated
remedies for non-compliance with the metrics.
1. Bill Finishing
- ------------------
This concept takes Bill Delivery Timeliness, Bill Quality and Bill Accuracy
metrics and uses actual production results to calculate the amount/bill Customer
will pay for the bills produced during the period covered by the metrics. The
price per statement produced during any month is calculated based on the rates
for ESP statement processing established in amendment 16 to the agreement
applied against the actual number of physical pages produced in a month. The
calculation of compliance with Bill Finishing Performance Standards (BFPS) will
be determined each month by calculating the moving average Bill Delivery
Timeliness, Billing Accuracy, Billing Quality and the moving range of each of
the same indicators. Each indicator and its moving range must be "in control" as
defined using Shewart control charts. The following table determines the amount
of the decrement to be applied to the contractual bill rates. Decrement pricing
will be determined by the lowest of the three performance indicators. If any
indicator is determined to be "out of control", as defined using Shewart control
charts, the price in Column 3 of the Bill Finishing Pricing table will apply.
- -------------------------------------------------------------------------------------------------------------
Column 1 Column 2 Column 1
Between (***)% and Greater than (***)% Less than (***)%
Service Level (***)% compliance with compliance with BFPS compliance with BFPS
BFPS goals and the bill goals and the bill goals or the bill
finishing process is in finishing process is in finishing process is not
control. control. in control.
- -------------------------------------------------------------------------------------------------------------
Images Price Price Price
- -------------------------------------------------------------------------------------------------------------
First Physical Page TBD TBD TBD
- -------------------------------------------------------------------------------------------------------------
Additional Physical
Pages TBD TBD TBD
- -------------------------------------------------------------------------------------------------------------
Supplier's fee for bill finishing services shall be invoiced to the customer
monthly in arrears. Adjustments from Column 2 pricing based on performance and
process stability during a given month will be reflected as a credit or debit in
the following month's bill finishing invoice.
BILL FINISHING PERFORMANCE STANDARDS
- ------------------------------------
Bill Delivery Timeliness Standard:
A billing cycle shall be deemed timely if all of Customer's subscriber bills
included in the billing cycle have been delivered to the United Stated Postal
Service, within the number of hours specified below (Timeliness Goal), after
receipt by supplier of Customer's authorization to print the bills for such
billing cycle. Thanksgiving Day, December 25, January 1 are observed holidays
and will not be counted in the calculation of hours toward the timeliness goal.
Delays in delivering subscriber bills may occur due to any change requests,
delaying data entry, late receipt of usage data, delay in approval of output or
delaying information necessary to complete processing of subscriber bills. The
clock does not start for purposes of calculating bill timeliness until all such
delays are appropriately resolved. The goal for bill timeliness is (***)%
average timeliness of bills meeting the metric in the table below. The monthly
average for bill timeliness will be calculated by dividing the images delivered
on time by the total images delivered during the month.
49
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
- -------------------------------------------------------------------------------------------------------------
Billing Cycle Size Timeliness
Number of Images Goal
- -------------------------------------------------------------------------------------------------------------
0 - 500,000 *(*** *****)
- -------------------------------------------------------------------------------------------------------------
**500,000 *(*** *****)
- -------------------------------------------------------------------------------------------------------------
Bill Accuracy Standard:
Bill Accuracy refers to the mathematical correctness of the bill as it relates
to the charges pertaining to a subscriber. Examples of Billing Accuracy defects
include but are not limited to:
- Missing elements (billable charges such a pay-per-view events, taxes,
etc.)
- Miscalculation (incorrect pro-rating, etc.)
The goal for billing accuracy is (***)% average accuracy for all bills (measured
monthly). Bill accuracy will be determined using mutually agreed upon
statistical sampling methods.
Bill Quality Standard:
Bill quality refers to the assessment of defects on bills not relating to
mathematical accuracy. Examples of billing quality defects include but are not
limited to:
- Missing elements (non-billable items)
- Misplacement or misalignment of billing elements
- Print quality, etc.
The goal for bill quality is (***)% average quality for all bills (measured
monthly). Bill quality will be determined using mutually agree upon statistical
sampling methods.
* Less than
** Greater than
50
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
2. Time to Restore
- ------------------
The Time to Restore metrics will be based on the severity level of the trouble.
The five severity levels that Customer is concerned with and the associated
remedies for non-compliance are defined in the table below.
- -------------------------------------------------------------------------------------------------------------
Resolution
Description Symptoms Timeframe Remedy
----------- -------- --------- ------
- -------------------------------------------------------------------------------------------------------------
1 Show *(*** *****) with TBD
Stopper A system outage or complete loss of status updates
functionality. every (**********)
The product is not stable resulting in the
application locking up, the application crashing,
General Protection Faults or other system
failure.
The basic "add", "update" and "read" functionality
is not working. Data is corrupted by the system
and is beyond the control of the operator. The
operator cannot use the system or trust that it is
working properly.
- -------------------------------------------------------------------------------------------------------------
2 Major A loss of crucial functionality. *(*** *****) with TBD
No workarounds exist for the problem. status updates
Anything that affects the accuracy of every (****)
monetary data.
The operator cannot perform their job with this
problem.
- -------------------------------------------------------------------------------------------------------------
3 Functional A loss of non-crucial functionality. *(*** *****) with TBD
A workaround exists. status updates
The operator can still perform their job every (*** *****)
but not effectively or efficiently.
- -------------------------------------------------------------------------------------------------------------
4 Minor An inconvenience to the operator. *(*** ****) with TBD
Navigational flow. status updates
A desired enhancement request. every (***)
The operator could perform their job but
it could be made better.
- -------------------------------------------------------------------------------------------------------------
5 Visual Cosmetic changes that do not affect *(*** ****) with TBD
functionality. status updates
Questions or clarifications. every (****)
- -------------------------------------------------------------------------------------------------------------
* Less than
51
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission"
3. Application Availability
- ----------------------------
The application availability metric will be based on the amount of down time, as
measured by scheduled user minutes, versus the total number of scheduled user
minutes. CSG will provide application availability for each application service
fewer than (***) minutes of downtime per (***) scheduled user minutes (i.e., a
(***)% up time performance). CSG will provide (***) weeks notice of scheduled
down time. Notification of down time should be provided to Customer's
centralized help desk.
Additionally, there shall be no scheduled down time during peak hours, which are
defined as:
- (***) AM to (***)PM Mountain Monday through Saturday
- No specific peak hours on Sunday
Associated with this metric the following remedies will apply:
- The first failure will be officially noted between the two companies
- $TBD for each subsequent failure
Development Cycle Time and Defect Rate
- --------------------------------------
Customer will use two types of metrics to measure the quality of the development
process: cycle time and defect rate. The cycle time metric will be based on the
development life cycle that has been incorporated into each Statement of Work
(SOW). Customer may include in any SOW the timeline for the following
development milestones:
Tasks Weeks of Delay
- ----- --------------
* 1 week 1-2 weeks 2-4 weeks 4weeks
- -----------------------------------------------------------------------------------------------
Requirements definition
- -----------------------------------------------------------------------------------------------
Design review
- -----------------------------------------------------------------------------------------------
Code review REMEDIES FOR MISSED TASK MILESTONES
- -----------------------------------------------------------------------------------------------
Unit testing ARE BASED ON THE % VALUE OF DSOW/SOW
- -
- -----------------------------------------------------------------------------------------------
User acceptance testing TBD
- -----------------------------------------------------------------------------------------------
Production readiness
- -----------------------------------------------------------------------------------------------
Implementation/conversion
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
Since the development effort required to support a specific DSOW/SOW can vary
widely this metric will be measured against dates agreed upon within each
individual DSOW/SOW. The associated remedies for missing any one of these dates
will be documented in the above table:
Note: Once a development project has been accepted pursuant to the Statement of
Work, the time to restore metrics and remedies identified in Section 2 of this
Exhibit should be used to manage the quality aspects of the product.
4. Escalation Procedures
---------------------
For all Severity 1 and 2 production issues the Customer centralized help desk
should be notified immediately (*10 minutes after trouble identification) be
notified:
For all Severity 3, 4 and 5 level troubles this list of resources should be
within 24 hours of the identification of the trouble. Subsequent notification
should occur per the schedule defined in Section 2 of this Exhibit.
* Less than
** Greater than
52
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES