EXHIBIT 10(i)
INTERNATIONAL TECHNICAL SUPPORT
AGREEMENT BETWEEN INTERNATIONAL BUSINESS
MACHINES CORPORATION AND QMS, INC.
Agreement Number: 99SBD155
IBM International Technical Support Agreement
Table of Contents
PART 1- GENERAL
1.0 - Scope of Work
2.0 - Definitions
3.0 - Term, Termination and Cancellation
4.0 - Charges
5.0 - Payment Terms
6.0 - Taxes
7.0 - Product Additions/Deletions/Withdrawals
8.0 - Failure to Deliver/Rights to Technical Data
9.0 - QMS Warranties
10.0 - IBM Warranties
11.0 - Most Favored Customer Benefits
12.0 - Public Disclosure
13.0 - Relationship of the Parties
14.0 - Amendments and Changes
15.0 - Interfering Code
16.0 - Advertising and Use of Trademark
17.0 - Indemnification
18.0 - Limitation of Liability
19.0 - Gifts or Gratuities
20.0 - Employees
21.0 - Commercial Insurance
22.0 - Force Majeure
23.0 - Order of Precedence
24.0 - Severability
25.0 - Successors
26.0 - Limitation on Actions
27.0 - Assignment
28.0 - Compliance with Governmental Legal Requirements
29.0 - Waiver
30.0 - No Conflicts
31.0 - Nonexclusive Agreement
32.0 - Governing Law and Forum
33.0 - Complete Agreement
34.0 - Third Party Beneficiary
35.0 - Notices
Exhibit A - Eligible Product List
Exhibit B - Product Maintenance Contracts
Attachment A - SOW for Warranty Service for the United States
Attachment B - SOW for Warranty Service for Canada
Attachment C - SOW for Warranty Service for Latin America
Attachment D - SOW for Non-Warranty Service for the United States
Attachment E - SOW for Non-Warranty Service for Canada
Attachment F - SOW for Non-Warranty Service for Latin America
PART 2 - COUNTRY UNIQUE TERMS
- -----------------------------
EMEA - LIST OF THE IBM WORLD TRADE EMEA COUNTRIES
GERMANY
IRELAND
ITALY
PORTUGAL
TURKIYE
ASIA PACIFIC
AUSTRALIA
INDONESIA AND MALAYSIA
PAKISTAN
PEOPLE'S REPUBLIC OF CHINA
NORTH AMERICA
UNITED STATES OF AMERICA
CANADA
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IBM International Technical Support Agreement
PART 1 - GENERAL
This International Technical Support Agreement ("Agreement") is entered into
between International Business Machines Corporation ("IBM") and QMS, Inc.
("QMS"), whereby IBM and QMS mutually agree to the following:
1.0 Scope of Work
-------------
QMS currently provides warranty services for Products (as hereinafter defined)
to QMS end users. QMS and IBM desire to have IBM or to have IBM cause IBM's
local domestic or international subsidiaries (hereinafter referred to as "Local
IBM") to provide warranty service for Products to QMS end users for QMS as a
subcontractor of QMS pursuant to this Agreement in the United States in
accordance with the Statement of Work ("SOW") for Warranty Service for the
United States attached hereto as Attachment A, in Canada in accordance with the
SOW for Warranty Service for Canada attached hereto as Attachment B, in Latin
America in accordance with the SOW for Warranty Service for Latin America
attached hereto as Attachment C, and in such other countries and locations in
accordance with such SOWs and other such documents (hereinafter referred to as
"Transactions Documents") as QMS and IBM/Local IBM agree to and enter into from
time to time.
QMS currently provides product maintenance service for products, not under
warranty, to QMS end users pursuant to product maintenance contracts identified
and set forth in Exhibit B. QMS and IBM desire to have QMS assign to IBM the
product maintenance service contracts identified and set forth in Exhibit B. IBM
agrees to assume the contractual obligations under the product maintenance
service contracts and to provide product maintenance service to the QMS end
users pursuant to this Agreement in the United States in accordance with the SOW
for Non-Warranty Service for the United States attached hereto as Attachment D,
in Canada in accordance with the SOW for Non-Warranty Service for Canada
attached hereto as Attachment E, in Latin America in accordance with the SOW for
Non-Warranty Service for Latin America attached hereto as Attachment F, and in
such other countries and locations in accordance with such SOWs and Transactions
Documents as QMS and IBM/Local IBM agree to and enter into from time to time.
QMS currently operates a call center for Products under warranty to receive
calls from end-users, value added resalers (VARS), authorized service providers
and field engineers. QMS and IBM desire to have IBM or to have IBM cause IBM
Local to receive warranty calls on behalf of QMS as a subcontractor of QMS
pursuant to this Agreement in the United States in accordance with the SOW for
Warranty Service for the United States attached hereto as Attachment A, in
Canada in accordance with the SOW for Warranty Service for Canada attached
hereto as Attachment B, in Latin America in accordance with the SOW for Warranty
Service for Latin America attached hereto as Attachment C and in such other
countries and locations in accordance with such SOWs and Transactions Documents
as QMS and IBM/Local IBM agree to and enter into from time to time.
QMS currently operates a call center to receive calls from QMS end users for
products, not under warranty, pursuant to the product maintenance service
contracts identified and set forth in Exhibit B. QMS and IBM desire to have IBM
receive calls pursuant to this Agreement in the United States in accordance with
the SOW for Non-Warranty Service for the United States attached hereto as
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Attachment D, in Canada in accordance with the SOW for Non-Warranty Service for
Canada attached hereto as Attachment E, in Latin America in accordance with the
SOW for Non-Warranty Service for Latin America attached hereto as Attachment F,
and in such other countries and locations in accordance with such SOWs and
Transactions Documents as QMS and IBM/Local IBM agree to and enter into from
time to time.
QMS agrees to provide certain QMS deliverables and parts pursuant to this
Agreement in the United States in accordance with the SOW for Warranty Service
for the United States attached hereto as Attachment A, in Canada in accordance
with the SOW for Warranty Service for Canada attached hereto as Attachment B, in
Latin America in accordance with the SOW for Warranty Service for Latin America
attached hereto as Attachment C, and in such other countries and locations in
accordance with such SOWs and Transactions Documents as QMS and IBM/Local IBM
agree to and enter into from time to time.
The provision for the foregoing services will be subject to acceptance of the
terms and conditions of Part 1 - General Agreement and signing of the SOWs
and/or Transaction Documents between IBM and QMS. The SOW and/or Transaction
Document for each applicable country will be appended to the Agreement once
signed. IBM/Local IBM may, in its sole discretion, agree to enter into such SOW
and/or Transaction Document.
Transaction Documents must be signed by all parties thereto and will define, as
needed, the local characteristics of the service to be performed, local terms
and conditions including rates, and its prices. Such Transaction Documents may
include the SOWs.
The Agreement is written with the understanding that the lead countries are
bound by its terms. IBM and QMS will distribute copies of the Agreement to their
respective countries where applicable. The respective countries will acknowledge
acceptance of these terms through a Statement of Work (SOW) and/or an applicable
Transaction Document which incorporates this Agreement by reference.
2.0 Definitions
-----------
2.1 The term Documentation shall refer to, but not be limited to,
manuals, engineering changes (ECs), microcode, microcode updates,
and diagnostics.
2.2 The term due diligence period shall mean the initial period of up
to one-hundred-twenty (120) days of this Agreement during which
data is gathered and analyzed to substantiate the assumptions made
in this Agreement related to service delivery requirements,
processes, expectations, prices, and measurements of success. The
due diligence period runs concurrently with the implementation
period.
2.3 The term Effective Date shall mean January 3, 2000.
2.4 The term end user shall mean the ultimate user of the Products.
2.5 The term firmware shall mean microcode in read-only memory or
software loaded on a Product's harddriver or flashmemory.
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2.6 The term lead country is the country in which the parties
executing "Part 1 - General" are organized.
2.7 The term Product Service shall mean warranty services for
Products, non-warranty product maintenance service provided to QMS
end users under product maintenance service contracts set forth on
Exhibit B, the call center services for Products under warranty and
call center services for QMS end users under product maintenance
service contracts, set forth on Exhibit B.
2.8 The term Products shall mean those items which are manufactured
and/or sold by QMS and are identified and set forth on the Eligible
Product List attached hereto as Exhibit A.
2.9 The term QMS deliverables shall mean those items and materials as
described in the SOWs and/or Transaction Documents and in purchase
orders, which are to be delivered to IBM/Local IBM by QMS including
but not limited to, parts, manuals, diagnostics, engineering
changes (ECs), technical support, training, microcode and microcode
updates, resale tax exemption certificates, as well as items
ordered via IBM/Local IBM purchase order (if any).
The term IBM deliverables shall mean those items and materials as
described in the SOW and/or Transaction Document which are to be
delivered to QMS by IBM/Local IBM.
2.11 The term parts shall mean repair parts, new and/or refurbished,
that are consigned, sold or otherwise provided to IBM/Local IBM by
QMS and used for repair of QMS's Products pursuant to this
Agreement.
2.12 The term purchase order shall mean a written IBM/Local IBM
Purchase Order.
2.13 Related Company shall mean a corporation, company or other entity:
1. which is a Subsidiary of a party to this Agreement; or
2. of which a party hereto is a Subsidiary; or
3. which is another Subsidiary of a corporation, company or other
entity of which a party hereto is a Subsidiary.
2.14 The term response time shall mean (as applicable) the monthly
average period of time it is anticipated to take for the service
technician to arrive on-site at the end user location. With respect
to remote services, it is the period of time necessary for the end
user to talk to the remote support technician.
2.15 The term Subsidiary means any corporation, company or other entity:
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1. more than fifty percent (50%) of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority); or,
2. which does not have outstanding shares or securities, as may
be the case in a partnership, joint venture or unincorporated
associate, but more than fifty percent (50%) of whose ownership
interest (representing the right to make the decisions for such
corporation, company or other entity) are, now or hereafter,
owned or controlled, directly or indirectly, by either QMS or
IBM, provided, however, that company or other entity shall be
deemed to be a Subsidiary only so long as such ownership or
control exists.
2.16 The term time & material ("T & M") shall mean the performance
method and billing rates by which IBM/Local IBM will perform and
bill QMS for time (i.e., labor time, travel time) and material
(ie., parts, supplies, etc.) services that do not constitute
Product Services under the scope of this Agreement, or the SOWs.
3.0 Term, Termination and Cancellation
----------------------------------
3.1 The term of this Agreement is five (5) years from the
"Effective Date". This Agreement may be further extended by way of
a mutually signed written agreement of extension between IBM and
QMS.
3.2 Any terms of this Agreement which, by their nature extend beyond
its termination, remain in force and effect and apply to the
parties, their respective successors and assigns.
3.3 IBM and QMS shall not terminate this Agreement, without cause,
on or prior to January 3, 2001. After January 3, 2001, IBM or QMS
may terminate this Agreement, with or without cause, upon at least
one hundred and eighty (180) days prior written notice.
3.4 IBM or QMS may immediately terminate this Agreement for a
material breach by the other party of its obligations hereunder if
that breach is not cured by the party in breach within thirty (30)
days after receiving written notice thereof.
3.5 If IBM or QMS is in material breach of its obligations under any
other agreement, which IBM and QMS entered into after the Effective
Date of this Agreement, relating to a transaction, exclusive of the
transactions contemplated hereunder, with a value of not less than
fifty thousand (50,000) USD or lead country currency equivalent,
IBM or QMS may terminate this Agreement if, after providing notice
of the unrelated material breach for which IBM or QMS may wish to
exercise its rights to terminate under this provision of the
Agreement to the party in material breach in the unrelated matter,
such breach is not cured by the party in material breach within
sixty (60) days after receipt of written notice of such breach.
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3.6 IBM or QMS may terminate this Agreement upon thirty (30) days
prior written notice to the other party if the other party makes
any change to their warranty practice which materially changes
IBM/Local IBM's or QMS's obligations under this Agreement.
3.7 The applicable Transaction Documents signed in the countries will
become effective on the dates specified in the Transaction
Documents. The termination of this Agreement will also terminate
any SOW and/or Transaction Document between QMS and IBM/Local IBM,
subject to the termination-related terms of the applicable
Transaction Document.
3.8 IBM/Local IBM may cancel any purchase order, or line item thereon,
for QMS deliverables and/or parts, without penalty provided written
notice of cancellation is given at least thirty (30) days prior to
the scheduled delivery date.
3.9 Any QMS deliverables and/or parts required to be provided to
IBM/Local IBM under the terms of this Agreement, SOW, Attachments,
and Transaction Documents ordered by IBM/Local IBM and the purchase
order having been accepted by QMS prior to termination of this
Agreement, shall be delivered in accordance with the terms of this
Agreement or that purchase order, unless that purchase order is
specifically canceled, as outlined in Subsection 3.8.
3.10 A Local IBM or QMS may immediately terminate its Transaction
Document and/or SOW for a material breach by the other party of its
obligations thereunder if such breach is not cured by the other
party within thirty (30) days after receipt of written notice
thereof.
3.11 IBM/Local IBM may terminate Product Service for specific Products
for which parts are no longer commercially available, by providing
a ninety (90) days prior written notice to QMS.
3.12 Upon termination or expiration of this Agreement, QMS will
continue to provide QMS deliverables, and other support as
necessary to allow IBM/Local IBM to fulfill IBM/Local IBM's then
outstanding (as of the date of termination) end user contractual
obligations under the terms and conditions of this Agreement.
3.13 Without prejudice to any other right or remedy, this Agreement
and IBM's obligations contained herein shall terminate immediately
upon written notice in the event (a) QMS commences (i) a voluntary
case against itself or (ii) any other proceedings under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law applicable to
QMS; or (b) an involuntary case or other such proceeding is
commenced against QMS and such case or proceeding is not dismissed
within 30 days; or (c) QMS is adjudged to be insolvent or shall
fail to pay, or shall state that it is unable to pay, its debts
generally as they become due.
4.0 Charges
-------
4.1 Payment by QMS to IBM. IBM agrees to provide for Product Services
----------------------
in the United States in the amounts set forth in the SOW for
Warranty Service for the United States
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attached hereto as Attachment A, for Product Services in Canada in
the amounts set forth in the SOW for Warranty Service for Canada
attached hereto as Attachment B, for Product Services in Latin
America in the amounts set forth in the SOW for Warranty Service
for Latin America attached hereto as Attachment C, and for Product
Services in such other countries and locations in the amounts set
forth in such SOWs and Transactions Documents as QMS and IBM/Local
IBM agree to and enter into from time to time.
4.2 Payment by IBM to QMS. QMS agrees to assign product maintenance
----------------------
service contracts and to provide parts for the amounts set forth in
the SOW for Warranty Service for the United States attached hereto
as Attachment A, and the SOW for Non-Warranty Service for the
United States attached hereto as Attachment D; in accordance with
the SOW for Warranty Service for Canada attached hereto as
Attachment B and the SOW for Non-Warranty Service for Canada
attached hereto as Attachment E; in accordance with the SOW for
Warranty Service for Latin America attached hereto as Attachment C
and the SOW for Non-Warranty Service for Latin America attached
hereto as Attachment F; and in such other countries and locations
in accordance with such SOWs and Transactions Documents as QMS and
IBM/Local IBM agree to and enter into from time to time.
5.0 Payment Terms
-------------
5.1 Amounts are due within thirty (30) days of receipt of an invoice
and are payable as IBM/Local IBM or QMS specifies in the invoice.
IBM and QMS agree to pay accordingly, including any late payment
fee.
5.2 Any amounts not paid within the terms stated on the IBM/Local IBM
or QMS invoice will be subject to a late payment fee that will be
equal to 2% per month, based on the outstanding balance, until paid
in full, or the highest rate allowed by law, whichever is less.
5.3 Payment by IBM/Local IBM or QMS shall not be construed as
acceptance of any improper, nonconforming, defective, or unsuitable
QMS deliverables and/or parts or IBM deliverables, nor shall it be
construed as a waiver of any of IBM/Local IBM's or QMS's rights or
remedies under this Agreement.
6.0 Taxes
-----
If any Authority imposes a duty, tax or fee (excluding those based
on IBM/Local IBM's net income) on services performed pursuant to an
SOW for Warranty Service or Transaction Document for Warranty
Service, QMS agrees to pay that amount as IBM/Local IBM specifies
in the invoice.
7.0 Product Additions/Deletions/Withdrawals
---------------------------------------
7.1 If either party requests the addition of Products, the requesting
party will provide the other party with such request in writing.
Upon acceptance of the request by the other
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party, the requesting party will allow up to one hundred twenty
(120) days from date of request for such Products to be added to
this Agreement by way of a written amendment to the Eligible
Product List.
7.2 QMS agrees to provide one hundred twenty (120) days prior written
notice to IBM/Local IBM of QMS's intent to delete from this
Agreement or withdraw from the marketplace any of the Products
listed in the Eligible Product List and identify all Products
intended for deletion or withdrawal.
7.3 If Products are serviced under an IBM/Local IBM maintenance
agreement between IBM/Local IBM and the end user, QMS agrees to
provide for parts availability and technical support, including QMS
deliverables, for a period of five (5) years beyond the deletion or
withdrawal date of the Products.
8.0 Failure to Deliver/Rights to Technical Data
-------------------------------------------
8.1 QMS will, during the term of this Agreement, maintain and deliver
to IBM/Local IBM all QMS deliverables and QMS copyrighted
Documentation relating to parts, Product repairs, repair vendors,
training, and support of the QMS Products listed in the Eligible
Product List. Should QMS at any time be unable to provide IBM/Local
IBM with the required support, QMS deliverables, or parts, QMS will
grant to IBM/Local IBM or will obtain for IBM/Local IBM the right
to obtain and use the QMS deliverables and/or parts as necessary to
enable IBM/Local IBM to provide Product Services to the QMS end
user in accordance with the Agreement.
8.2 QMS grants to IBM/Local IBM, for the sole purpose of performing it
obligations under this Agreement:
1. an irrevocable, non-exclusive, worldwide, royalty-free license
to use, execute, reproduce, display, perform, and distribute
(internally and externally) copies of, and prepare derivative
works based upon the QMS copyrighted Documentation referenced in
Section 8.1 above; and,
2. the right to authorize others to do any of the foregoing in
support of IBM/Local IBM's installed base of Products in the
event that QMS fails to deliver as described in Section 8.1
above.
8.3 Other than preexisting materials contained therein, QMS
represents and warrants the originality of the software/microcode
provided to IBM/Local IBM under this Agreement, and that no portion
of such software/microcode or its use or distribution, violates or
is protected by any copyright or similar right of any third party.
As to such preexisting materials, QMS represents and warrants that
QMS has acquired full, clear and unencumbered title thereto, or
that QMS has the right to grant IBM/Local IBM the license set forth
in Section 8.2 above.
9.0 QMS Warranties
--------------
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9.1 QMS warrants that all QMS parts and QMS copyrighted Documentation
shall be free of defects in material, workmanship, or design.
Notwithstanding the foregoing, the parties agree that a breach will
not result from a material defect in software, if QMS discloses the
known material defect in software by providing IBM notice
containing a description of the material defect in software and any
known corrective action with respect to the defect.
9.2 By its signature below, QMS represents and warrants that it has all
necessary corporate power and authority to execute or direct the
execution of this Agreement (including without limitation Part 1-
General, Part 2 - Country Unique Terms, SOWs, Attachments and
Transaction Documents) on its own behalf, as well as on behalf of
its Subsidiaries and Related Companies which may perform certain
obligations hereunder; to perform its obligations hereunder; and to
consummate the transactions contemplated hereby. If any portion of
this Agreement is signed by QMS's authorized agent, QMS will
concurrently provide IBM/Local IBM with a letter stating that such
agent is authorized to sign such document, which letter shall be
attached as an exhibit to such document. This Agreement has been
duly authorized by all required corporate action and no other
action on the part of the QMS is necessary to authorize the
execution and performance hereof.
10.0 IBM Warranties
--------------
10.1 IBM/Local IBM warrants that it will perform the services using
reasonable care and skill in accordance to current description of
the services contained in the Agreement, SOW, or Transaction
Document. In the event IBM/Local IBM receives notice from QMS of a
material defects in software pursuant to Section 9.1 above,
IBM/Local IBM shall perform the corrective action as contained in
the notice. To the extent that the corrective action contained in
the notice provided by QMS, IBM/Local IBM does not warrant that it
will correct such defects. Unless specified otherwise in writing,
IBM deliverables are provided without warranties of any kind.
IBM/Local IBM is not providing any Year 2000 services (i.e., Year
2000 assessment, conversion or testing) under this Agreement.
IBM/Local IBM shall not be responsible for its failure to perform
any of its obligations (including, for example, to meet service
levels) under this Agreement, if such a failure is the result,
directly or indirectly, of the inability of 1) a customer's or 2)
a third party's or 3) QMS's Products inability to correctly
process, provide and/or receive data with other Products or
deliverables. IBM/Local IBM assumes no responsibilities or
obligations to cause Products or deliverables to accurately
exchange date data with other Products under this Agreement.
10.2 By its signature below, the IBM represents and warrants that it
has all necessary corporate power and authority to execute or
direct the execution of this Agreement (including without
limitation Part 1 - General, Part 2 - Country Unique Terms, SOWs,
Attachments and Transaction Documents) on its own behalf, as well
as on behalf of its Subsidiaries and Related Companies which may
perform certain obligations hereunder; to perform its obligations
hereunder; and to consummate the transactions contemplated
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hereby. If any portion of this Agreement is signed by IBM's
authorized agent, IBM will concurrently provide QMS with a letter
stating that such agent is authorized to sign such document, which
letter shall be attached as an exhibit to such document. This
Agreement has been duly authorized by all required corporate
action and no other action on the part of the IBM is necessary to
authorize the execution and performance hereof.
11.0 Confidential Information
------------------------
QMS understands that IBM/Local IBM does not wish to receive from
QMS any information which may be considered confidential or
proprietary to QMS or any third party. Except as provided herein,
QMS represents and warrants that no information has been provided
to IBM/Local IBM that is confidential or proprietary to QMS or any
third party and IBM/Local IBM will not be obligated to retain in
confidence or restrict IBM/Local IBM's use of any information
received from QMS. In the event it becomes necessary to provide or
exchange information that is deemed confidential or proprietary to
either party, such provision or exchange shall take place in
accordance with a mutually agreed upon Confidential Disclosure
Agreement (the CDA). QMS and IBM/Local IBM agree to act in good
faith and enter into supplements to the CDA on an annual basis,
which will cover disclosure of information received in the normal
course of business. In the event QMS and IBM/Local IBM fail to
enter into such a supplement timely, the immediately preceding
supplement shall remain in full force and effect, to the extent
such supplement covers such information. The CDA and all
supplements thereto shall not be incorporated herein by reference
and shall not be subject to the limitations of liability contained
herein. Further, the CDA and all supplements thereto shall not be
considered a SOW or a Transaction Document.
With respect to QMS customer information, including without
limitation, the identity of the customers comprising QMS's customer
database, IBM agrees to treat such customer information as
confidential information in accordance with the mutually agreed
upon CDA and not to use such customer information to solicit sales
of IBM or third party products competitive with the products which
are the subject of this Agreement to such customers.
11.0 Most Favored Customer Benefits
------------------------------
QMS warrants to IBM/Local IBM that the prices quoted to IBM/Local
IBM by QMS do not exceed those offered by QMS to any other
unaffiliated entities under similar terms and conditions. If,
during this Agreement, QMS sells such items for lower prices to any
other entity, IBM/Local IBM will be offered the benefit of such
lower prices under the same terms and conditions. QMS agrees to
notify IBM/Local IBM in writing of such lower prices within ten
(10) calendar days after being made available to others.
12.0 Public Disclosure
-----------------
Neither party will disclose the terms and conditions of this
Agreement without the express written consent of the other, except
as may be required by law or governmental
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rule or regulation, or as explicitly stated otherwise in this
Agreement, or to establish a party's rights under this Agreement;
provided, however, that if either party seeks to disclose for
reasons not requiring the other party's consent, the disclosing
party will limit the disclosure to the extent required and will
allow the other party to review the information disclosed and will
apply, where available, for confidentiality, protective orders and
the like. Any review by either party under this Section will not be
construed to make such party responsible for the content of the
disclosure. Notwithstanding the above, IBM/Local IBM or QMS may
disclose the terms and conditions of this Agreement to a Related
Company.
13.0 Relationship of the Parties
---------------------------
Neither party is the other party's legal representative nor agent
for any purpose, and neither party has the authority to, and shall
not make, any warranties or representations or create any
obligations on behalf of the other party.
14.0 Amendments and Changes
----------------------
1. This Agreement may not be amended, modified, or altered except
in writing and duly executed by the parties so bound.
2. IBM or QMS may request a change to this Agreement. Any change
in this Agreement may result in a change in the charges or other
terms under this Agreement. Either party, if requested by the
other, will submit all change requests in writing.
3. To formalize a mutually agreed upon change, IBM/Local IBM will
prepare a written amendment for signature by both parties which
will describe the agreed upon change and set forth any
modifications to the terms of this Agreement.
4. In the event of an inconsistency between Amendments and/or
SOWs, the wording in the most current Amendment will prevail
over any inconsistent wording in previous Amendments or SOWs.
15.0 Interfering Code
----------------
QMS represents and warrants that QMS deliverables produced under
this Agreement will not knowingly contain any code, programming
instructions, or set of instructions that is intentionally
constructed with the ability to damage, interfere with, or
otherwise adversely affect computer programming code, data files,
or hardware without the consent and intent of the computer user.
QMS will establish and enforce commercially reasonable procedures,
which shall be reviewed with IBM/Local IBM at IBM/Local IBM's
request, to prevent any such code, programming instruction, or set
of instructions from being incorporated by any employee of or
subcontractor to QMS into any QMS deliverable and shall promptly
notify IBM/Local IBM of any knowledge or suspicion of QMS that any
such materials have been incorporated in the QMS deliverables.
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16.0 Advertising and Use of Trademark
--------------------------------
Provided that pricing, terms and conditions are not disclosed, QMS
and IBM/Local IBM may each, solely for the purpose of performing
its obligations under this Agreement, communicate to individual
third parties that IBM/Local IBM is a services provider for QMS,
and describe to third parties the services provided hereunder.
However, neither party will communicate such information to the
general public by any means, such as public broadcast, printed
brochures, media advertisements, electronic communications,
including but not limited to the Internet and World Wide WEB and
other such communications to the general public, without the prior
written consent of the other party.
Neither party shall use the other party's trademark without the
express written consent of the other party, and nothing contained
herein is intended to, or shall be construed to grant either party
any license or right regarding the other party's trademark, trade
name, service mark, or logo.
17.0 Indemnification
---------------
Each party will indemnify and hold the other harmless from any and
all claims, suits, actions, liabilities and costs of any kind,
including and without limitation, reasonable attorney fees and all
cost of litigation arising out of or pertaining to any willful or
negligent act or omission or failure to perform any obligations
hereunder.
Each party further agrees to indemnify the other from, and hold
each other harmless against, any and all claims, actions,
liabilities, costs (including reasonable attorney fees) and
expenses arising out of or in any way related to claims of patent,
trademark, or copyright infringement or trade secret
misappropriation arising out of or in any way related to Products,
parts or deliverables (including diagnostic software) provided
under this Agreement.
18.0 Limitation of Liability
-----------------------
QMS and IBM/Local IBM's entire liability and QMS's and IBM/Local
IBM's exclusive remedy are set forth in this Section 18.0.
Notwithstanding the foregoing, QMS and IBM agree that the
limitation of liability contained in this Section 18.0 shall not
limit QMS's or IBM/Local IBM's remedies for any breach of the CDA
and supplements thereto.
Under no circumstances is QMS or IBM/Local IBM liable for economic
consequential damages (including lost profits or savings) or
incidental damages, even if the other party is informed of their
possibility.
Both parties liability for actual damages, for any claims
whatsoever, will be limited to one hundred thousand (100,000) USD
or lead country currency equivalent, except for claims by QMS or
IBM/Local IBM for bodily injury or damage to real property or
tangible personal property for which either party is legally
liable. Under no
13
circumstances will either party be liable for any damages claimed
by the other party based on any third party claim.
The aforesaid limitations will apply, regardless of the form of
action, whether in contract or in tort, including negligence.
19.0 Gifts or Gratuities
-------------------
Both parties agree not to give or offer gifts or gratuities of any
type to the other party's employees or members of their families.
Gifts include entertainment, personal services, favors, discounts,
or other preferential treatment of any kind. Such gifts or
offerings may be construed as attempts to improperly influence the
business relationship between the parties.
20.0 Employees
---------
In no event will employees or agents of either party be considered
employees or agents of the other party. Both parties assume full
responsibility for the actions of their respective personnel under
this Agreement and shall be solely responsible for their respective
supervision, daily direction and control, wage rates, withholding
income taxes, disability benefits, or the manner and means through
which the work under this Agreement will be accomplished.
21.0 Commercial Insurance
--------------------
QMS and IBM/Local IBM will maintain comprehensive general liability
insurance for claims for damages because of bodily injury
(including death) and property damage caused by or arising out of
acts or omissions of QMS's or IBM/Local IBM's employees. Such
insurance shall be in the combined single amount of not less than
one million (1,000,000.00) USD or lead country currency equivalent
and shall name the other party as an additional insured. A
certificate of insurance shall be furnished to each party upon
request. Both parties will also maintain Worker's Compensation
insurance in the statutory amount. In no event shall the insurance
be canceled or materially changed without prior written notice to
the other party.
22.0 Force Majeure
-------------
Neither party will be considered in default or liable for any delay
or failure to perform any provision of this Agreement if such delay
or failure arises directly or indirectly out of an act of God, acts
of the public enemy, freight embargoes, strikes, quarantine
restrictions, unusually severe weather conditions, insurrection,
riot, and other such causes beyond the reasonable control of the
party responsible for the delay or failure to perform, provided the
affected party notifies the other party within fifteen (15)
calendar days of the occurrence.
23.0 Order of Precedence
-------------------
14
In the event of an inconsistency between terms of the various
documents, the order of precedence shall be:
1. Statement of Work ("SOW")
2. Transaction Document (including Local Transaction Documents)
3. Body of this Agreement ("PART 2 - COUNTRY-UNIQUE TERMS"),
prevails over ("PART 1 -GENERAL").
24.0 Severability
------------
In the event that any term or condition contained in this Agreement
is held to be invalid or unenforceable, the remaining terms and
conditions shall be unaffected and shall continue to inure to the
benefit of and to be binding upon the parties hereto.
25.0 Successors
----------
The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the parties and their respective
successors, assigns and legal representatives.
26.0 Limitation on Actions
---------------------
Neither party will bring a legal action more than two years after
the cause of action arose unless otherwise provided by local law
without the possibility of contractual waiver or limitation.
27.0 Assignment
----------
IBM/Local IBM and QMS may assign or delegate all or part of this
Agreement, SOW or Transaction Document only with prior written
consent except that each party may assign or delegate to their
respective subsidiaries or Related Companies without the prior
written consent of the other party.
28.0 Compliance with Governmental Legal Requirements
-----------------------------------------------
Each party agrees to comply and do all reasonable things necessary
to help the other party comply with all country and local laws,
regulations, and ordinances relative to this Agreement.
29.0 Waiver
------
Failure by either party to insist in any instance upon strict
conformance by the other party to any term herein or failure by
either party to act in the event of a breach shall not be construed
as a consent to or waiver of any subsequent breach of the same or
of any other term contained herein.
15
30.0 No Conflicts
------------
Each party hereby represents and warrants that it has the authority
to enter into and perform this Agreement and that the execution,
delivery, and performance of this Agreement does not:
1. violate any provision of law, statute, rule or regulation to
which this Agreement is subject; or,
2. violate any order, judgment, or decree applicable to that
party; or,
3. conflict with, result in a breach or default under, or cause the
termination of, any term or condition of any provision of any
court order, trust document, agreement, document or other
instrument or commitment which is binding on that party.
31.0 Nonexclusive Agreement
----------------------
Nothing in this Agreement will prohibit either party from
performing like or similar services for any other person or entity.
32.0 Governing Law and Forum
-----------------------
Part 1 - General of this Agreement shall be governed by the law of
the lead country set forth in Part 2, without reference to
conflicts of law principles. SOWs shall be governed i) if issued
with respect to work performed in any country included on the
attached list of "EMEA Countries," by French law; or ii) if issued
with respect to work performed in countries not included on the
attached list of "EMEA Countries," by the law of the country in
which the SOW is issued. Country Unique Terms, purchase orders,
Attachments, and Transaction Documents (including Local Transaction
Documents) shall be governed by the law of the country in which the
transactions contemplated thereunder are performed. The "United
Nations Convention on Contracts for the International Sale of
Goods" does not apply.
33.0 Complete Agreement
------------------
This Agreement, its Attachments and relevant Transaction Documents
constitute the entire Agreement and understanding of the parties
with respect to the subject matter hereof, and no representations,
terms, or agreements, other than those set forth herein have been
relied upon or shall be binding upon any of the parties or imputed
to any of them. Once signed, 1) unless prohibited by local law or
specified otherwise, any reproduction of this Agreement or any of
its constituent documents, made by reliable means (for example
photocopy or facsimile) is considered an original and 2) all
Products and Product Services under this Agreement are subject to
it. This Agreement is a legal, valid, and binding obligation,
enforceable against the QMS and IBM in accordance with its terms
and subject to applicable bankruptcy and insolvency laws and to
general equitable principles.
16
34.0 Third Party Beneficiary
-----------------------
This Agreement is not intended to benefit any party except
IBM/Local IBM and QMS. It is the parties express intent that this
Agreement is not a third-party beneficiary contract.
35.0 Notices
-------
Any and all notices given pursuant to this Agreement must be
provided in writing at the physical address or fax number provided
below:
IBM Corporation QMS, Inc.
Attention: Michael T. Kreager, Attention: Ginger C. Smith,
Program Director Director, Strategic Planning
Address: 6300 Diagonal Highway Address: One Magnum Pass
Boulder, CO 80301 Mobile, AL 36618
Fax #: (303) 924-5867 Fax #: (334) 639-3311
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
signature and seal or has caused this instrument to be executed (and its seal to
affixed hereto) by its officer(s) or partner(s) thereunto duly authorized as of
the day and date set forth below their respective signature.
Agreed to: Agreed to:
IBM Corporation QMS, Inc.
By /s/ James N. Fox By /s/ Edward E. Lucente
---------------------------- ----------------------------
Authorized signature Authorized signature
Name: James N. Fox Name: Edward E. Lucente
Vice President, Availability Chairman
Services One Magnum Pass
6300 Diagonal Highway Mobile, AL 36618
Boulder, CO 80301
Date: January 5, 2000 Date: January 5, 2000
--------------------------- ------------------------------
17
PART 2 - COUNTRY UNIQUE TERMS
IBM International Technical Support Agreement
The terms of this Agreement apply for all countries, except that the
following terms are country amendments which replace or modify the General Terms
in Part 1 for the identified country. All General Terms which are not changed by
these amendments remain in effect as written.
EMEA - LIST OF THE IBM WORLD TRADE EMEA COUNTRIES
ABU DHABI - GUERNSEY - POLAND
AJMAN - GUINEA - PORTUGAL
ALBANIA - HUNGARY - QATAR
ALGERIA - ICELAND - RAS EL-KHAIMA
ANGOLA - IRAN - REUNION
ARMENIA - IRAQ - ROMANIA
ASCENSION ISLAND - IRELAND - RUSSIA/CIS
AUSTRIA - ISLE OF MAN - RWANDA
AZERBAIJAN - ISRAEL - SAUDI ARABIA
BAHRAIN - ITALY - SCILLY ISLES
BELARUS - IVORY COAST - SEMEA ITALY
BELGIUM - JERSEY - SENEGAL
BENIN (EX-DAHOMEY) - JORDAN - SERBIA
BOSNIA - HERZEGOVINA - KAZAKHSTAN
SEYCHELLES - BOTSWANA - KENYA
SHARJAH - BULGARIA - KIRGHIZIA
SIERRA LEONE - BURKINA FASO (EX-UV)
KUWAIT - SLOVAK REPUBLIC
BURUNDI - KYRGYZSTAN - SLOVENIA
CABO VERDE - LATVIA (BALTIC CTRY)
SOMALIA - CAMEROON - LEBANON
SOUTH AFRICA - CENTRAL AFRICAN REP
LESOTHO - SPAIN - CHAD
LIBERIA - ST. HELENA - COMOROS
LIBYA - SUDAN - CONGO
BRAZAVILLE - LIECHTENSTEIN - SWAZILAND
CROATIA - LITHUANIA (BALTIC)
SWEDEN - CYPRUS - LUXEMBOURG
SWITZERLAND - CZECH REPUBLIC - MACEDONIA
SYRIA - DENMARK - MADAGASCAR
TADJIKISTAN - DJIBOUTI - MALAGASY
TANZANIA - DUBAI - MALAWI
TOGO - EGYPT - MALI
TUNISIA - ESTONIA (BALTIC)
MALTA - TURKIYE - EQUATORIAL GUINEA
MARTINIQUE - TURKMENIA - ERITREA
MAURITANIA - TURKMENISTAN - ETHIOPIA
18
MAURITIUS - UZBEKISTAN - FINLAND
MAYOTTE - UGANDA - FRANCE
MOLDOVA - UKRAINE - FRENCH GUYANA
MONACO - UMM AL QIWAN - FRENCH POLYNESIA
MOROCCO - UNITED ARAB - EMIRATES
FUJAIRA - MOZAMBIQUE - UNITED KINGDOM
FYROM (Former Yugoslav - NAMIBIA - VANUATU
Republic of Macedonia)
GABON - NETHERLANDS - WALLIS ET FUTUNA
GAMBIA - NEW CALEDONIA - YEMEN-NORTH
GEORGIA - NIGER - YEMEN-SOUTH
GERMANY - NIGERIA - YUGOSLAVIA (EX)
GHANA - NORTHERNIRELAND
ZAIRE - GIBRALTAR - NORWAY
ZAMBIA - GREECE - OMAN
ZIMBABWE - GUADELOUPE - PAKISTAN
GERMANY
- -------
The parties mutually agree to set forth any additional terms that
shall apply for Germany at such time as the parties enter into SOWs
and Transaction Documents for the performance of Product Services
in Germany.
IRELAND
- -------
The parties mutually agree to set forth any additional terms that
shall apply for Ireland at such time as the parties enter into SOWs
and Transaction Documents for the performance of Product Services
in Ireland.
ITALY
- -----
The parties mutually agree to set forth any additional terms that
shall apply for Italy at such time as the parties enter into SOWs
and Transaction Documents for the performance of Product Services
in Italy.
PORTUGAL
- --------
The parties mutually agree to set forth any additional terms that
shall apply for Portugal at such time as the parties enter into
SOWs and Transaction Documents for the performance of Product
Services in Portugal.
TURKIYE
- -------
The parties mutually agree to set forth any additional terms that
shall apply for Turkiye at such time as the parties enter into SOWs
and Transaction Documents for the performance of Product Services
in Turkiye.
ASIA PACIFIC
- ------------
19
AUSTRALIA
- ---------
The parties mutually agree to set forth any additional terms that
shall apply for Australia at such time as the parties enter into
SOWs and Transaction Documents for the performance of Product
Services in Australia.
INDONESIA AND MALAYSIA
- ----------------------
The parties mutually agree to set forth any additional terms that
shall apply for Indonesia and Malaysia at such time as the parties
enter into SOWs and Transaction Documents for the performance of
Product Services in Indonesia and Malaysia.
PAKISTAN
- --------
The parties mutually agree to set forth any additional terms that
shall apply for Pakistan at such time as the parties enter into
SOWs and Transaction Documents for the performance of Product
Services in Pakistan.
PEOPLE'S REPUBLIC OF CHINA (Additional Terms)
- ---------------------------------------------
The parties mutually agree to set forth any additional terms that
shall apply for People's Republic of China at such time as the
parties enter into SOWs and Transaction Documents for the
performance of Product Services in People's Republic of China.
NORTH AMERICA
- -------------
UNITED STATES OF AMERICA
- ------------------------
Section 32.0 Governing Law and Forum (Additional Term)
The laws of the State of New York govern the Agreement and SOW.
Both parties expressly waive their right to a trial by jury for an
action resulting from the Agreement and/or SOW.
CANADA
- ------
Section 10.0 IBM Warranty (Additional Term)
Warranties include both warranties and conditions.
Section 18.0 Limitation of Liability (Additional Term)
Both parties liability for bodily injury (including death) or
damage to real property and tangible personal property shall be
limited to that caused by the other party's negligence. Except for
breaches of the CDA and any supplements thereto, which shall not be
subject to the limitation of liability contained in this provision,
neither party is liable for any indirect damages and harm to
records and data.
20
This "Limitation of Liability" section applies regardless of the
basis on which either party is entitled to claim damages from the
other party, including, but not limited to:
1. breach of contract, even if fundamental breach; or
2. tort, including, but not limited to, negligence or
misrepresentation.
Section 32.0 Governing Law and Forum (Replacement Term)
The laws in the Province of Ontario govern this Agreement.
21
Attachment A - Statement of Work (SOW)
ITSA - IBM and QMS - WARRANTY SERVICES
IBM MACHINE TYPE - 0064
Agreement Number: 99SBD155
1. GENERAL INFORMATION
1.1 Purpose
The purpose of this SOW is to describe the scope of work as it relates to QMS,
Inc. warranty services to be provided by IBM. It also sets forth the work
related responsibilities of both parties, in connection with IBM providing
services on behalf of QMS in support of QMS end-user customers, in the USA.
1.2 Scope
IBM will provide Warranty maintenance services on behalf of QMS on products
listed in Exhibit A, "Eligible Products List". The "Eligible Products List" will
be revised from time to time by mutual agreement of the parties as QMS engages
IBM to provide the availability of service on additional QMS end-user customers
or products.
In the event Products or attachments that are not included in the Eligible
Product List (Exhibit A) are diagnosed as the cause of system failure, the IBM
Customer Engineer (CE) will contact QMS to get approval for continued work. This
work will be done at an hourly rate as described in 7.2 of this SOW.
In the event end-users request additional work be performed for which the CE was
not dispatched, the CE will contact the IBM Call Center, the IBM Call Center
will contact QMS for approval. Upon approval, the IBM Call Center will open a
new call using the standard call management methodology, described in (Exhibit
B) - "Call Flow". CEs will not perform additional work without prior approval
from an authorized representative of the IBM Call Center.
There may be requirements for additional or customized services that are not
covered by this SOW. Separate Agreements and Attachments will be used to set
forth the terms and conditions and charges for services not covered hereunder.
If an end-user requests services that are outside the scope of this Agreement,
the IBM Call Center will advise the end-user of (T&M) time and material costs,
IBM will bill the end-user.
Page 1 of 34
1.3 Service Criteria
1.3.1 Software
Software support will be done through the IBM technical support call center. IBM
retains the right to refuse support on software if the customer is unwilling to
submit a file to the call center for testing purposes or allow IBM to
"re-create" the customer problem in one of the technical support labs. Any
unique software that is required to be tested by the call center group will be
made available by QMS or the purchase of such software will be invoiced to QMS
on a periodic basis. IBM agrees to get permission from QMS before performing any
customer recreates that require a software purchase before performing the
testing. For the purposes of this SOW, software is defined as any application
running on the customer's systems that was not provided as a part of the
original printer purchase or has not been subsequently provided to the customer
by QMS.
1.3.2 Service Locations
IBM reserves the right to engage QMS, to develop mutually agreeable terms, in
providing service support on products at QMS end-user customer locations where
the implementation of such service support is reasonably deemed by IBM to be
cost prohibitive, due to the geography. Service support at such QMS end-user
customer locations by IBM will be contingent upon the successful negotiation, on
a case-by-case basis, of a mutually agreeable service support compensation
arrangement.
A current list of the IBM Service Locations for the United States is listed in
exhibit E, of this SOW. Such locations may be increased from time to time upon
written notice from IBM to QMS and may be decreased from time to time upon not
less than ninety (90) day's prior written notice from IBM to QMS.
1.3.3 Engineering Changes
QMS will notify IBM immediately of all safety issues and safety related
engineering changes. Should IBM determine or discover a safety related
engineering or manufacturing defect, IBM may require QMS to resolve the defect
prior to the resumption of service.
Safety Engineering Change kits shall be provided on the first day of their
general availability, at no cost to IBM, in quantities sufficient to match the
IBM supported installation base. Safety Engineering Changes will be installed by
IBM within reasonable time frames as agreed to by QMS and IBM. If the Safety
Engineering Change is installed in conjunction with a service call, there will
be no charge to QMS, assuming it takes 30 minutes or less to install. For
installations in excess of 30 minutes or for non-safety Engineering Changes they
will be installed at the applicable hourly rate charge per Section 7.2 of this
SOW.
1.3.4 IBM Warranty
IBM warrants that it will perform services hereunder in a workmanlike manner.
Service repairs are warranted for a period of 60 days for the same problem on
the same machine serial.
Page 2 of 34
Misuse, accident, unsuitable operating environment, modification, failure caused
by a product for which IBM is not responsible, or operation outside of
manufacturer's specifications may void this warranty. IBM does not warrant
uninterrupted or error-free operation.
IBM is not providing any Year 2000 services (for example, Year 2000 assessment,
conversion or testing) hereunder. IBM shall not be responsible for its failure
to perform any of its obligations (including, for example, to meet service
levels) under this Agreement, if such failure is the result, directly or
indirectly, of the inability of 1) a customer's or 2) a third party's or 3) your
product's inability to correctly process, provide and or receive data with other
products or deliverables to accurately exchange data with other products under
this agreement.
THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
1.3.5 Exclusions
Warranty maintenance services do not cover: product engineering change, product
level control, application software support, restoring application software and
customer related data files, or service for certain parts that are not subject
to failure through normal wear and tear, such as frames or covers. In addition,
maintenance services do not cover service of a product damaged by: misuse,
accident, modification, unsuitable physical or operating environment, improper
maintenance by the end-user, or failure caused by a product for which IBM is not
responsible, Repair or replacement work or increase in service time as a result
of damage or loss resulting from accident, casualty, transportation, neglect,
misuse or abuse, operator error, failure of proper management or supervision,
failure of electrical power, air conditioning or humidity control, use of
supplies not approved by the original manufacturer of the Product, or causes
other than ordinary prudent use for purposes for which any item of Product was
designed, except for neglect acts or omissions of IBM employees or agents; These
activities fall outside the definition of service, and as such will be subject
to time and materials charges per section 7.2 of this SOW. The IBM Call Center
will make every attempt to identify these conditions, when talking with the
end-user during call placement, to eliminate unnecessary CE on-site visits.
For end-users on the Full Service Care Plan, in addition to all parts, labor and
travel expenses being covered, one scheduled PM per year is included and normal
wear and tear items, such as, fusers, transfer rollers, felt cleaners, etc. are
also included as part of the maintenance. Toner and Paper are not included.
1.3.6 Evaluation Units
For selected new products, IBM may require that QMS provide evaluation products
for training and other support purposes. QMS agrees to provide one set each of
these products to each of IBM's five (5) training facilities. Such products will
remain the property of QMS, but will remain in the care and control of IBM until
this SOW or the Agreement is terminated.
1.4 Rights to Materials
QMS hereby grants to IBM a license to use preexisting training information ("QMS
Information") provided to IBM. Such license to the QMS Information and
derivative works is provided solely for the purpose of fulfilling the
obligations hereunder and IBM shall not use it
Page 3 of 34
for any other purpose. This applies to currently marketed products only, as
shown in Exhibit A, "Eligible Products List". IBM may develop and produce
training materials and documentation to be used by IBM in which IBM retains all
rights, title, and interest.
Page 4 of 34
1.5 Product Access
QMS agrees to inform the end-users of the eligible products that, to obtain
service, the end-user must provide IBM with full, free, and safe access to the
Products as identified in QMS's product specification documentation.
1.6 Project Implementation and Management
IBM will assign an Implementation Project Manager to ensure all startup
activities are implemented in accordance with this SOW. The Implementation
Project Manager will: ensure QMS familiarization with services, work with QMS to
integrate daily operating procedures, establish processes for call handling,
tracking, and financial reporting, establish the operational systems to support
those processes.
A Project Manager will be a single point of contact for QMS over the life of the
SOW. The Project Manager will: direct IBM support for QMS, monitor and ensure
service levels are achieved, ensure timely and accurate reporting to QMS, and
resolve any problems that may occur.
In the event QMS should request full-time on-site management support, QMS will
either provide call volume estimates that would justify such an assignment, or
agree to pay an additional fee for such services. If the estimates warrant an
assignment, IBM will assign a full-time Project Manager, and actual call volumes
will be assessed on a quarterly basis to verify the need for continuation of the
assignment. This full-time, on-site Project Manager will be responsible for all
operational and service aspects of this Agreement. IBM and QMS will mutually
agree when volumes or complexities justify such an assignment.
Upon request, IBM will provide dedicated project management services for project
and/or scheduled work. Project work and scheduled work are defined as service or
installation work which involves quantities greater than 100 units/locations or
network services. The project management fee will be negotiated on an
opportunity by opportunity basis. A minimum of 30 business days notice will be
required for implementation, as initiated by QMS, of project management
services. This assignment differs from the Project Manager assignment described
in the preceding paragraph in that it is limited to a specific project.
1.7 Service in Private Residences
QMS agrees that when IBM is requested to service Products in a private
residence, a person 18 years of age or older must make the appointment and be
present during the entire duration of the service incident. In the event the CE
arrives on-site and such person is not present, the call will be closed and QMS
will be invoiced for the incident. The CE will subsequently return via a new
service call if dispatched.
1.8 Safety
IBM agrees to service standard available products in a safe environment. In the
event IBM determines that an unsafe condition exists in a product to be serviced
or the environment in which the product is located, IBM will suspend service and
notify QMS of the problem. IBM will not resume service until the condition has
been corrected.
IBM reserves the right to decline support for Products serviced under this
Agreement in the event such Product is identified as not being certified by
Underwriters Laboratory (UL) or equivalent, or lacks the appropriate safety and
regulatory labeling.
Page 5 of 34
1.9 IBM Employee Safety and Security
For reasons of safety and security, QMS agrees that IBM service representatives
will not work alone in the end-user customer site and will require an authorized
representative of the end-user customer be present when service is performed.
IBM will notify QMS of any condition encountered that may adversely affect the
safety and/or security of IBM employees or assets, and service will not be
performed until the condition is corrected.
1.10 Skills / Training
IBM will dispatch appropriately trained CEs. If, at any time, special training
specific to machines covered under this SOW is required, all costs for such
training will be the responsibility of QMS. QMS will provide train-the-trainer
(T-3) training, on the Products, with no cost to IBM, at QMS's facilities in
Mobile, Alabama. IBM is responsible for the salary, travel and living expenses
of its employees while attending such training sessions.
2. SERVICES
2.1 Documentation
QMS gives IBM the authority to reproduce all copyrighted service documentation
to be used in servicing QMS Products, for currently marketed Products. Such
authority is granted solely for the purpose of providing service information for
IBM to be able satisfy all maintenance service requirements and contractual
commitments to IBM and QMS customers under this Agreement.
2.2 On-Site Service Hours of Coverage
The on-site service hours of coverage applicable for products covered under this
SOW are:
. 5 x 9: Monday through Friday (excluding IBM holidays listed in Exhibit D),
8:00 AM to 5:00 PM, local time.
2.3 Customer Service Response Time
Customer service response time for this SOW is as follows:
Next day response, 5 x 9:
. On-Site Warranty Services that are provided in accordance with the criteria
specified in section 2.4.1 will be provided at the Per Incident rate listed
in section 7.1 of this SOW for all such Products on a labor only basis with
all necessary Parts provided by QMS at no cost to IBM. All Warranty
Maintenance calls for on-site service, received before 16:00, local
prevailing time, will be responded to by the end of the next business day
during the Principle Period of maintenance (PPM) Monday to Friday 8 AM to 5
PM local time, (excluding IBM and QMS holidays) listed in exhibit D. Any
service request that are received after 16:00, local prevailing time, will
be considered received on the next business day and will be covered no
later than the following business day. Within thirty (30) minutes of
Page 6 of 34
receipt of a service call request from QMS for hardware Warranty service
IBM shall contact the QMS end-user customer. Repair normally occurs on the
next business day, Monday through Friday (excluding IBM and QMS holidays),
after the call has been received by IBM. However, if IBM is unable to
affect repair by 5:00 PM, local time, the next business day, service is
deferred until 8:00 AM, local time, the next business day, Monday through
Friday (excluding IBM and QMS holidays). Service in progress may be
discontinued at 5:00 PM, local time, and resumed at 8:00 Am, local time,
the next business day, Monday through Friday (excluding IBM and QMS
holidays). On-site service may be mutually scheduled by the assigned
Customer Engineer and QMS.
2.4 Service Offerings
2.4.1 Per Incident Rate Service
IBM provides the availability of on-site labor service to affect repair. This
service is invoiced in accordance with the schedules described in Section 7 -
"Pricing". QMS provides all the parts.
CE travel time to the QMS end-user customer site is included in the per incident
rate.
2.4.2 Hourly Rate Service
IBM provides the availability of on-site labor service to cover any services
outside the scope of this SOW ( e.g. installation service) as mutually agreed to
by IBM and QMS. This service is invoiced based the pricing schedules described
in Section 7.2 "Hourly Rate Service" on the actual CE on-site time at the QMS
end-user customer site (plus CE travel time to the QMS end-user customer site),
at the applicable hourly rate. QMS provides the parts, this process will be more
fully set forth in the Product Support Services SOW which is attached to this
Agreement.
2.4.3 Call Center Service
IBM will provide end-user call handling for QMS callers that telephone the QMS
Technical Support 1-800 number Monday through Friday 8:00AM to 5:00PM local
time, (excluding IBM and QMS holidays) listed in exhibit D. IBM will maintain
appropriate call handling resources to manage the call volumes as indicated in
Section 7.1
2.4.4 Telecommunications Agreement for Call Center Operations
QMS and IBM agree to a "Shared Use" of its 800 numbers in order to facilitate
their customer's contacting IBM. QMS will retain ownership of these 800 numbers
under this agreement that will re-direct the National Field Service 800 and the
Customer Response Center 800 Numbers to the Boulder Lucent switch. IBM agrees to
pay any charges associated with maintaining and moving the termination of these
numbers to Boulder and will agree to be invoiced for any telecommunications
charges that are a result of the QMS customers obtaining technical support from
the IBM/QMS Call Center.
(The "Shared Use Agreement" will be inserted into this SOW once it has been
executed.)
Page 7 of 34
3. MAINTENANCE PLAN
3.1 Entitlement for Service
IBM will provide service to QMS Warranty and Maintenance customers for QMS
products using the call flow depicted in Exhibit B.
IBM Call Center personnel are responsible for entitlement and dispatch of calls
on behalf of QMS Warranty and Maintenance customers with QMS products. When the
end-user experiences a problem, the end-user will call the IBM Call Center at
877-778-2687.
IBM will screen all calls to:
. Verify service entitlement based on the end-user supplied machine type and
serial number
. Obtain problem information and log pertinent end-user information
. Perform problem determination and attempt to resolve end-user problem
The IBM Call Center will assess the problem, identify the appropriate FRU/Parts
and place a service call to the field for a Customer Engineer to be dispatched
for next day service.
3.2 Maintenance Roles/Responsibilities
3.2.1 IBM Responsibilities
IBM will provide the availability of a qualified CE to provide service. IBM will
be responsible for using the following recommended call flow, a more detailed
flow is shown is Exhibit B:
The CE will:
1. Identify himself/herself as representing QMS as long as the service is
under warranty
2. Provide on-site maintenance service
3. Obtain parts via the identified process
4. Escalate to QMS, via the IBM Call Center, for approval prior to servicing
any unit where failure was likely caused by end-user customer abuse or
mishandling. This escalation should only take place when the IBM Call
Center and the end-user cannot come to agreement on the cause of the
failure.
5. Utilize IBM technical or network support when necessary
6. Update call with appropriate call coding including identifying the problem
as resolved and using the appropriate QMS cause code.
7. Close resolved problems on a timely basis, via the laptop or RIM device, or
via voice, to the dispatch system
8. Test the product to ensure it performs in accordance with QMS service
manuals and service bulletins.
3.2.2 QMS Responsibilities
1. Provide Product registration base information as available
Page 8 of 34
2. Provide entitlement database on a weekly basis
3. Provide access to QMS Engineering support for the IBM Call Center as
required:
A) Response criteria is defined as:
Severity 1 Customer product is down and critical to Customers Operation
= 2 hours
Severity 2 Customer product is not functioning properly Customer is
dissatisfied = 4 hours
Severity 3 Customer product is not functioning properly, not a
significant impact to Customer's operation, Customer is
willing to wait = 72 hours
B) Communications:
IBM Call Center and QMS Engineering support will communicate via E-
mail.
4. Provide appropriate product failure cause codes
3.4 Field Support
IBM shall maintain the necessary expertise, capabilities, and resources to
remotely support CEs to: install, maintain, provide operational assistance, and
provide technical problem resolution on for products on the Eligible Products
List shown in Exhibit A.
The IBM technical escalation process begins whenever a CE requires technical
support. For complex problems, IBM personnel are backed by a four tiered
technical support organization composed of subject matter experts for all IBM
supported Products and solutions. If a CE becomes involved in a highly complex
failure or issue, the CE and his/her management will progressively utilize its
hierarchy of technical experts within both, the organization and
partner/supplier organizations, to resolve the problem. These experts can assist
the CE either through remote consultation or by actually joining the CE on-site.
IBM technical support may engage QMS at any time for assistance. QMS will be
responsible for all costs associated with this support for their people. IBM and
QMS will mutually agree when QMS on-site assistance is required.
4. PARTS SUPPORT
4.1 QMS provides parts, IBM Ships Replacement Part to the End-User
Customer, IBM Ships Replaced Part Back to QMS's Designated Used Part
Return Facility, QMS reimburses IBM for the cost of parts
4.2 Parts Strategy
QMS will provide to IBM all necessary service parts and FRU's to maintain the
Products listed in exhibit A, the Eligible Product List. IBM will return used
parts and report usage on a monthly basis back to QMS. QMS is responsible for
all transportation costs to get parts to IBM's Central Distribution Center. IBM
is responsible for transportation costs to move parts within IBM's distribution
network. IBM will purchase parts from QMS, QMS will process a credit to IBM for
all parts returned to their facility. IBM will provide monthly reports
identifying the inexpensive parts, that are not to be returned to QMS, but were
used in providing the services
Page 9 of 34
under this Agreement and QMS will credit IBM for the cost of these parts. QMS
will conduct periodic audits to ensure the validity of IBM's reported parts
usage.
IBM intends to purchase parts for QMS currently marketed products for the 1st
two years after warranty expiration. IBM further intends to provide 1st right of
refusal, to QMS for parts purchases after the initial two year period. The
initial purchase of QMS parts inventory is to be determined by the parties.
Warranty parts for the products to be provided to IBM, by QMS, while the product
is under QMS warranty. IBM and QMS are currently studying the "Consignment of
Maintenance Parts" option and will be jointly decided. Parts processes will be
more fully defined in the Product Support Services SOW, which is attached to
this Agreement.
QMS Responsibilities
. Provide IBM all necessary parts and FRU's in sufficient quantity, based on
the installed inventory of products and the projected parts usage, as
agreed upon between the parties, for the maintenance service of printers
listed in exhibit A Eligible Product List
. Provide parts in a timely fashion
. Provide all part numbers and description of service parts, FRU's and CRU's
. Provide MSDS documentation for all applicable parts
. Identify by part number UPR (used part return) status
. Provide failure analysis cards if applicable
. Provide distributor parts pricing
IBM Responsibilities
. Parts are more fully detailed in the attached SOW - Product Support
Services
. The IBM CE will follow IBM standard parts handling procedures
. Report Warranty parts usage to QMS on a monthly basis, including IBM and
QMS part numbers, customer name, address and date of usage, quantity, cost,
model number and serial number
5. ADMINISTRATIVE SUPPORT
5.1 Dispatch
Service call requests from QMS end-user customers will be received by the IBM
Call Center at 877-778-2687.
5.2 Activity Reporting
IBM CEs will use Quality Service Activity Reporting (QSAR) for service activity
reporting. When recording QSAR entries for QMS, the CE will use appropriate: IBM
machine types, serial numbers and service code.
Page 10 of 34
IBM CEs will use Service Code 01 for repair service, Service Code 36 for standby
service, Service Code 08 for preventative maintenance, Service Code 33 for
Engineering changes, Service Code 20 for Installation and Rearrangement services
and Service Code 44 for all other services.
If the call has been properly placed by IBM Call Center the machine type and the
correct machine serial number will be in the dispatch record and will
automatically fill these fields when the CE records the service activity. The CE
should record the entire serial number.
6. Invoices and Detail Report
6.1 Invoices
QMS is responsible for notifying IBM of all billing, invoice, or reporting
requirements necessary for payment of services.
IBM will provide invoice charges based on specific contract requirements, or on
a monthly basis, for all service incidents completed. The invoices for service
incidents completed will include the following information:
1. QMS Corp.
2. Taxing jurisdiction (state) where work was performed
3. Dollar amounts grouped by the state where work was performed, including
applicable taxes
4. Total charges on the invoice
5. All payments to IBM to be sent to:
IBM Corporation
6300 Diagonal Highway
Boulder, CO 80301
Attention: Accounts Receivable
6.1.1 Detail Report
A detailed billing report may be provided along with the invoices, either
electronically or in hard copy. This detailed billing report may include the
following information:
1. QMS Work Order / Call Number
2. IBM Service Call Number
3. End-user name
4. End-user service location
5. Model and Serial Number
6. Labor hours, travel hours, and mileage per service incident
7. Labor, parts, mileage and total charges per service incident
8. Total charges on the invoice, excluding taxes.
Page 11 of 34
The parties agree that when applicable, a blanket purchase order will be issued
by QMS for administration and billing purposes only and will not modify or add
to the terms and conditions of the Agreement or this SOW. Any terms and
conditions on the front and reverse side of such purchase order will not apply.
Page 12 of 34
7. PRICING
7.1 Per Incident Rate Service
-----------------------------------------------------------------------
Description Service Offering Per Incident Rate
-----------------------------------------------------------------------
-----------------------------------------------------------------------
5x9, Next Business Day Per Incident, Labor Only $265.00
-----------------------------------------------------------------------
On-Site Response
-----------------------------------------------------------------------
-----------------------------------------------------------------------
5x9 Calls Taken IBM Call Center $26.00
-----------------------------------------------------------------------
-----------------------------------------------------------------------
A. Guaranteed Minimums:
- -----------------------
- - QMS agrees that they will be invoiced for a minimum of 150 CE incidents per
month
- - QMS agrees that they will be invoiced for a minimum of 1000 Call Center
incidents per month
- - Incidents or calls in excess of these minimums will be invoiced at the rates
above
- - IBM will respond to the first 300 WEB and E-mail communications each month at
no charge, fees for services in excess of 300 calls each month will be
negotiated in good faith by both parties.
- - Initial call center staffing will be based on an anticipated volume of 7,000
calls per month, with an abandon rate of less than five (5) percent, these 7,000
calls to have an average answer time of less than one-hundred and twenty (120)
seconds. The minimum charge for call center activity is $1.3M per year.
B. Criteria for an Additional Incident Charge:
- ----------------------------------------------
- - CE needs to return as result of a new defective part that was supplied by QMS.
C. Product Review
- ------------------
Actual service data will be closely monitored and at the end of the first six
months of service, for each product an evaluation will be made to determine how
closely the products have tracked to the number of repair actions and duration
of service calls based on the technical data provided to IBM by QMS. QMS will
also evaluate the cost of Warranty based on the number of service calls, travel
expense and parts usage as provided by IBM. QMS and IBM will review call center
activity to determine if the expected volumes are being realized. If it is
determined by either party that a price increase or decrease is deemed necessary
this will be negotiated at that time. After the initial review, IBM and QMS will
review performance and pricing on an annual basis to determine whether pricing
actions are required.
7.2 Hourly Rate Service (for the following activities):
Page 13 of 34
$125 per hour for Engineering Change Installation (as described in Section
1.3.3)
$125 per hour for labor services on Preventive Maintenance (PM) (Parts not
included)
$125 per hour to provide Operator Training
$125 per hour for product installation (all models)
7.3 TIME AND MATERIALS SERVICE:
If the IBM Call Center determines that services requested are outside the
scope of this Agreement, the IBM Call Center will advise the end-user of
the availability of T&M Services. IBM will provide time and material
maintenance service at the rate of $234.00 per hour with a two (2) hour
minimum including travel plus the cost of parts required to service the
product. Mileage will be billed at IBM's then current rate. (as of
12/21/99, rate is 27.5 cents per mile). IBM will invoice the end-user.
Likewise, if QMS were, for whatever reason, to desire T&M services, IBM
will provide these services at these same rates. In such case, IBM will
invoice QMS directly.
Page 14 of 34
Exhibit A
Eligible Products List
QMS, Inc. product lines currently eligible for service under this SOW are the
printers and QMS sold options, drivers, printer administration and software
items of the following:
magicolor CX
magicolor2
magicolor 330
magicolor 6100
QMS-2560
QMS-2060
QMS-3260/QMS-4032
QMS-2425
QMS-4060
Pageworks 18
The fuser on the 4060 is considered a consumable and is not covered under this
Agreement.
Note: All QMS models serviced under this SOW will be included in Exhibit A
Page 15 of 34
Exhibit B - Call Flow
QMS End-user calls the IBM Call Center at 1-800-877-778-2687 and the call is
worked by an IBM Call Center Agent.
- - Agent will collect: customer name, phone number, address, printer type and
serial number.
- - Using data provided by QMS, the agent will entitle the end-user to warranty
service. The IBM Call Center to validate model number, serial number and
warranty start/stop dates. Warranty period is a total of 15 months (3 months
in channel and 12 months in end-user use). If the serial number doesn't
entitle and the customer claims it is under warranty, the IBM Call Center
agent will require that the customer provides proof of purchase.
- - Agent will attempt to resolve the customer problem over the phone entering all
of the call data information into the IBM call tracking tool.
If the IBM Call Center agent believes it is an on-site event.
- - Agent will get a live (real time) approval to dispatch a Customer Engineer.
- - Once the dispatch agent has been reached, the live call agent will transfer
the call to the IBM dispatch work queue.
- - IBM dispatch agent now assumes responsibility for the call.
IBM Dispatch Agent Responsibilities:
- - Dispatch agent will assist the customer with their printer problem continuing
with additional troubleshooting if needed.
- - If the problem is not resolved and an on-site incident is needed, the dispatch
agent will verify the customer information that had been inputted into the IBM
Call Tracking case and initiate a dispatch.
- - Dispatch agents will be responsible for determining what parts are needed to
be ordered by the CE and place those remarks in the IBM Call Tracking tool.
- - Dispatch agents will be responsible for fielding all CE questions and problems
when a CE calls into the Hardware Level 2 support 1-800 number and inputs the
IBM QMS machine type.
Dispatch Procedures
- - Dispatch agent will enter all of the appropriate customer information into IBM
Call Tracking tool that is required to facilitate an on-site event.
- - Dispatch agent will record the dispatch incident number into the IBM Call
Tracking tool case and defer the call for next day service in accordance with
the guidelines set forth in section 2.3.
- - IBM Call Center Agents will retain responsibility for the keeping call records
updated until call closure.
Page 16 of 34
If Dispatch Agent and/or Field Engineer cannot resolve the printer problem:
- - Dispatch agent will engage QMS engineering support under the guidelines set
forth in section 3.4. of the SOW.
- - Dispatch agent will retain responsibility for seeing customer service incident
through to problem resolution.
Call Escalation Procedures
- - QMS will provide a contact who will handle any customer complaints that need
to be presented to the QMS corporate level including: product quality
concerns, product replacement/exchange, refunds, or any judgment that IBM
determines to be outside of the scope of their responsibility.
- - If a customer is granted a replacement/exchange printer, QMS will take
ownership of the call once the IBM Call Center has been notified that a
replacement printer has been authorized.
- - The IBM Call Center team leader or designate will be responsible for making
said replacement requests and responsible for informing all parties of the QMS
decision on replacement. Any disagreement regarding printer replacement
policy will be escalated to the QMS escalation contact.
Page 17 of 34
Exhibit C
Escalation Procedures
Escalation By IBM to QMS
------------------------
Contact Title Phone
- -----------------------------------------------------------------------------------------------
Charlie Phillips Service Product Manager 334-633-4301 x1205
- -----------------------------------------------------------------------------------------------
Ginger Smith Director of Service Planning 334-633-4301 x1252
- -----------------------------------------------------------------------------------------------
Al Butler VP of Finance and Operations 334-633-4300
- -----------------------------------------------------------------------------------------------
Escalation By QMS to IBM
------------------------
Contact Title Phone
- ----------------------------------------------------------------------------------------------
Mike Hickey Project Manager 201-967-6421
- ----------------------------------------------------------------------------------------------
Ralph Alston Service Planning Representative 303-924-6820
- ----------------------------------------------------------------------------------------------
Bill Huckaby Program Director, MAS 303-924-6409
- ----------------------------------------------------------------------------------------------
Page 18 of 34
Exhibit D
IBM and QMS Observed Holidays
. New Year's Day
. Memorial Day
. Independence Day (July 4)
. Labor Day
. Thanksgiving Day
. Christmas Day
Page 19 of 34
EXHIBIT - E SERVICE OFFICE LOCATIONS
Designated Locations:
City ST City ST City ST
- ----------------------- -- ------------- --- -------------- --------------
ANCHORAGE AK SCOTTSDALE AZ HUNTINGTON CA
BEACH
JUNEAU AK TEMPE AZ INGLEWOOD CA
ADAMSVILLE AL TUCSON AZ IRVINE CA
ALABASTER AL ALHAMBRA CA LA HABRA CA
BIRMINGHAM AL ANAHEIM CA LA MESA CA
BOAZ AL ANTIOCH CA LA PUENTE CA
DAPHNE AL ARCADIA CA LAGUNA BEACH CA
DEATSVILLE AL ARTESIA CA LAKE ELSINORE CA
DECATUR AL ATASCADERO CA LAKESIDE CA
DORA AL BAKERSFIELD CA LIVERMORE CA
DOTHAN AL BELLFLOWER CA LOMITA CA
FLORENCE AL BOLINAS CA LONG BEACH CA
GRAND BAY AL CAMARILLO CA LOS ANGELES CA
HUNTSVILLE AL CARMICHAEL CA MARTINEZ CA
MIDLAND CITY AL CHICO CA MERCED CA
MOBILE AL CHINO HILLS CA MILPITAS CA
MONTGOMERY AL CITRUS CA MILPITAS CA
HEIGHTS
PLEASANT GROVE AL CONCORD CA MODESTO CA
TALLADEGA AL CORONA CA MORENO VALLEY CA
WOODSTOCK AL COSTA MESA CA MORGAN HILL CA
ALPENA AR CULVER CITY CA NAPA CA
BENTONVILLE AR CYPRESS CA NEWARK CA
CONWAY AR ELTORO CA NEWBURYPARK CA
FORT SMITH AR ELK GROVE CA NORTH CA
HOLLYWOOD
JONESBORO AR FAIRFIELD CA NORTHRIDGE CA
LITTLE ROCK AR FREMONT CA NORWALK CA
MONTICELLO AR FRESNO CA OAKLAND CA
NORTH LITTLE ROCK AR FULLERTON CA ORANGE CA
Page 20 of 34
PEA RIDGE AR GARDEN GROVE CA ORANGEVALE CA
PINE BLUFF AR GILROY CA PICO RIVERA CA
SPRINGDALE AR GLENDALE CA PINON HILLS CA
CHANDLER AZ HALF MOON BAY CA PITTSBURG CA
GILBERT AZ HAYWARD CA PLAYA DEL REY CA
KINGMAN AZ HAWTHORNE CA PLEASANTON CA
PHOENIX AZ HOLLISTER CA POWAY CA
RANCHO CUCAMONGA CA WALNUT CREEK CA WALLINGFORD CT
REDDING CA WEST COVINA CA WEST HAVEN CT
RESEDA CA WINDSOR CA WASHINGTON DC
RICHMOND CA WOODLAND CA BEAR DE
RIO LINDA CA YUBA CITY CA NEW CASTLE DE
RIVERSIDE CA AURORA CO NEWARK DE
ROSEVILLE CA BOULDER CO OCEAN VIEW DE
SACRAMENTO CA BROOMFIELD CO WILMINGTON DE
SAN DIEGO CA COLORADO CO APOPKA FL
SPRINGS
SAN FERNANDO CA DENVER CO BOCA RATON FL
SANJOSE CA DURANGO CO BROOKSVILLE FL
SAN JUAN CAPISTRANO CA EASTLAKE CO BRYCEVILLE FL
SAN LEANDRO CA FRANKTOWN CO CASSELBERRY FL
SAN MATEO CA GRAND CO CLEARWATER FL
JUNCTION
SAN RAMON CA HYGIENE CO COCOA FL
SANTA ANA CA LITTLETON CO CRAWFORDVILLE FL
SANTA BARBARA CA LONGMONT CO FORT FL
LAUDERDALE
SANTA CLARITA CA LOVELAND CO FORT MYERS FL
SANTA CRUZ CA MORRISON CO GAINESVILLE FL
SANTA ROSA CA PARKER CO GLEN SAINT FL
MARY
SARATOGA CA PEYTON CO HIALEAH FL
SEALBEACH CA WESTMINSTER CO HIGH SPRINGS FL
Page 21 of 34
SHINGLE SPRINGS CA BETHEL CT HOBESOUND FL
SIMI VALLEY CA CANTON CT HOLLYWOOD FL
SOUTH SAN FRANCISCO CA CHESHIRE CT JACKSONVILLE FL
STOCKTON CA CLINTON CT LAKE PLACID FL
TEHACHAPI CA COLCHESTER CT LAKE WORTH FL
TEMECULA CA COLLINSVILLE CT LAKELAND FL
TORRANCE CA DANBURY CT LAND O'LAKES FL
VACAVILLE CA HARTFORD CT LONGBOATKEY FL
VALLEJO CA MILFORD CT LUTZ FL
VAN NUYS CA NEW MILFORD CT MACCLENNY FL
VISALIA CA NEWTOWN CT MELBOURNE FL
VISTA CA SHERMAN CT MERRITT ISLAND FL
WALNUT CA VERNOW CT MIAMI FL
ROCKVILLE
NAPLES FL IRWINTON GA HIAWATHA IA
OCOEE FL KENNESAW GA MARSHALLTOWN IA
ODESSA FL LAWRENCEVILLE GA NORTH ENGLISH IA
ORANGE PARK FL LILBURN GA NORTH LIBERTY IA
ORLANDO FL LITHONIA GA SIOUX CITY IA
ORMOND BEACH FL LOGANVILLE GA WATERLOO IA
PANAMA CITY FL MACON GA BOISE ID
PENSACOLA FL MARIETTA GA KUNA ID
POMPANO BEACH FL MIDLAND GA MALAD CITY ID
SAINT PETERSBURG FL MONROE GA MERIDIAN ID
SARASOTA FL RIVERDALE GA NAMPA ID
SUMMERFIELD FL SAVANNAH GA ARLINGTON IL
HEIGHTS
TALLAHASSEE FL SHARPSBURG GA BARRINGTON IL
TAMPA FL SMYRNA GA BARTLETT IL
VALRICO FL STONE GA BELLEVILLE IL
MOUNTAIN
WEST PALM BEACH FL SUGAR HILL GA BERWYN IL
ATLANTA GA TIFTON GA BLOOMINGTON IL
AUGUSTA GA TUCKER GA BOLINGBROOK IL
Page 22 of 34
BALL GROUND GA WARNER GA BROOKFIELD IL
ROBINS
BETHLEHEM GA WATKINSVILLE GA CALUMET CITY IL
BUFORD GA WOODSTOCK GA CHAMPAIGN IL
CANTON GA AGANA GU CHICAGO IL
COLUMBUS GA HILO HI COLLINSVILLE IL
CUMMING GA HONOLULU HI DAWSON IL
DAHLONEGA GA WAHIAWA HI DECATUR IL
DALLAS GA WAIANAE HI DOWNERS IL
GROVE
DECATUR GA AMES IA ELMHURST IL
DOERUN GA BETTENDORF IA FOREST PARK IL
DOUGLASVILLE GA CEDAR FALLS IA FRANKFORT IL
DULUTH GA CEDAR RAPIDS IA GLENVIEW IL
EVANS GA COUNCIL IA HIGHLAND PARK IL
BLUFFS
FAYETTEVILLE GA DAVENPORT IA KINGSTON IL
FLINTSTONE GA DES MOINES IA LAKE VILLA IL
FORSYTH GA DUBUQUE IA LANSING IL
GUYTON GA GLENWOOD IA LIBERTYVILLE IL
HINESVILLE GA HEDRICK IA LOCKPORT IL
LOMBARD IL BRAZIL IN SHAWNEE KS
MISSION
MACEDONIA IL CEDAR LAKE IN SILVER LAKE KS
MANHATTAN IL ELKHART IN SPRING HILL KS
MATTESON IL EVANSVILLE IN TOPEKA KS
MAYWOOD IL FORT WAYNE IN WICHITA KS
METROPOLIS IL GREENWOOD IN BOWLING GREEN KY
MIDLOTHIAN IL HAMMOND IN COVINGTON KY
MORTON GROVE IL INDIANAPOLIS IN ELIZABETHTOWN KY
MOUNT PROSPECT IL JASPER IN FLORENCE KY
NAPERVILLE IL LAWRENCEBURG IN FRANKFORT KY
NORMAL IL LEO IN FRENCHBURG KY
OAK FOREST IL LOWELL IN HOPKINSVILLE KY
Page 23 of 34
OAK LAWN IL MISHAWAKA IN LAWRENCEBURG KY
ONEIDA IL MUNCIE IN LEXINGTON KY
PALATINE IL NEWBURGH IN LONDON KY
PALATINE IL NOBLESVILLE IN LOUISVILLE KY
PEKIN IL PLAINFIELD IN NEWPORT KY
PEORIA IL RICHMOND IN NICHOLASVILLE KY
PLANO IL SHELBYVILLE IN PAINT LICK KY
QUINCY IL TERRE HAUTE IN SHELBYVILLE KY
RIVERSIDE IL THORNTOWN IN VANCEBURG KY
ROCKFORD IL VINCENNES IN BATON ROUGE LA
ROUND LAKE IL WHITELAND IN COLFAX LA
SCHAUMBURG IL COLBY KS KENNER LA
SEYMOUR IL DESOTO KS LAFAYETTE LA
SILVIS IL HAYS KS LAKE CHARLES LA
SPRINGFIELD IL HUTCHINSON KS MANDEVILLE LA
SUGAR GROVE IL KANSAS CITY KS METAIRIE LA
TOWANDA IL LAKIN KS MONROE LA
TREMONT IL LAWRENCE KS NEW ORLEANS LA
WARRENVILLE IL MANHATTAN KS RINGGOLD LA
WESTMONT IL MC PHERSON KS SHREVEPORT LA
WHEELING IL OLATHE KS AGAWAM MA
WOOD DALE IL ROSE HILL KS BELLINGHAM MA
BLUFFTON IN SALINA KS BOSTON MA
BROCKTON MA GERMANTOWN MD CANTON MI
CHELMSFORD MA GLEN BURNIE MD CEDAR SPRINGS MI
DALTON MA HAGERSTOWN MD CLAWSON MI
DRACUT MA HYATTSVILLE MD COTTRELLVILLE MI
TWP
EAST BRIDGEWATER MA IJAMSVILLE MD DEARBORN MI
FALL RIVER MA LA PLATA MD DETROIT MI
FISKDALE MA LAUREL MD DRYDEN MI
HUDSON MA LINTHICUM MD EAST DETROIT MI
HEIGHTS
HYANNIS MA MITCHELLVILLE MD FENTON MI
LEOMINSTER MA MOUNT AIRY MD GRAND HAVEN MI
Page 24 of 34
LOWELL MA MYERSVILLE MD GRANDLEDGE MI
MIDDLEBORO MA ODENTON MD GRAND RAPIDS MI
MILFORD MA OLNEY MD HOLLAND MI
NORTHBOROUGH MA PARKVILLE MD HUDSONVILLE MI
NORWELL MA PASADENA MD IRON MOUNTAIN MI
PLYMOUTH MA PRESTON MD JACKSON MI
QUINCY MA PRINCE GEORGES MD JENISON MI
FACIL
READING MA RANDALLSTOWN MD KALAMAZOO MI
STERLING MA SEVERN MD LANSING M1
TEWKSBURY MA SILVER SPRING MD LINCOLN PARK MI
WALPOLE MA SILVERSP MD LIVONIA MI
WALTHAM MA SYKESVILLE MD LOWELL MI
WESTBOROUGH MA UPPER MD MILAN MI
MARLBORO
WESTFIELD MA WALDORF MD MILFORD MI
WESTFORD MA WEST MD MOUNT CLEMENS MI
HYATTSVILLE
WORCESTER MA COOPERS MILLS ME NILES MI
ABERDEEN MD GORHAM ME NOVI MI
BALTIMORE MD HOLDEN ME PINCKNEY MI
BEL AIR MD KITTERY ME PLAINWELL MI
BETHESDA MD PORTLAND ME PONTIAC MI
CLINTON MD PRESQUE ISLE ME PORTHURON MI
COLUMBIA MD TOPSHAM ME SAINT CLAIR MI
SHORES
DAMASCUS MD BATTLE CREEK MI SANFORD MI
FORT WASHINGTON MD BENTON HARBOR MI SOUTHFIELD MI
FREDERICK MD BLOOMFIELD MI STERLING MI
HILLS HEIGHTS
Page 25 of 34
Designated Locations (cont'd):
CITY ST CITY ST CITY ST
- ---- -- ---- -- ---- --
TRAVERSE CITY MI FENTON MO BENSON NC
TROY MI FLORISSANT MO CARY NC
UTICA MI GRANDVIEW MO CATAWBA NC
WALLED LAKE MI HARTSBURG MO CHARLOTTE NC
WATERFORD MI HAZELWOOD MO CLAYTON NC
WYANDOTTE MI IMPERIAL MO CLYDE NC
YPSILANTI MI INDEPENDENCE MO CONCORD NC
ALEXANDRIA MN JEFFERSON CITY MO CULLOWHEE NC
ANOKA MN KANSAS CITY MO DURHAM NC
BELLE PLAINE MN KIRKSVILLE MO FAYETTEVILLE NC
CANNON FALLS MN LAKE OZARK MO GARNER NC
CHAMPLIN MN LEES SUMMIT MO GRAHAM NC
DULUTH MN OSBORN MO GREENSBORO NC
ESKO MN OZARK MO GREENVILLE NC
GLENVILLE MN SAINT CHARLES MO HARRISBURG NC
KIMBALL MN SAINT LOUIS MO HIGH POINT NC
MANKATO MN SPRINGFIELD MO HOLLY SPRINGS NC
MARSHALL MN UNION MO INDIAN TRAIL NC
MAZEPPA MN WEST PLAINS MO JACKSONVILLE NC
MINNEAPOLIS MN BILOXI MS KERNERSVILLE NC
ROCHESTER MN COLDWATER MS KNIGHTDALE NC
SAINT FRANCIS MN COLUMBUS MS MOORESVILLE NC
SAINT PAUL MN CRYSTAL MS PFAFFTOWN NC
SPRINGS
SAVAGE MN GREENVILLE MS PINEVILLE NC
SHAKOPEE MN JACKSON MS RALEIGH NC
STEWARTVILLE MN MERIDIAN MS ROCKY MOUNT NC
VIRGINIA MN MOOREVILLE MS SALISBURY NC
WYOMING MN OLIVE BRANCH MS SOUTHPORT NC
ZUMBRO FALLS MN PETAL MS STATESVILLE NC
BALLWIN MO PORT GIBSON MS STOKESDALE NC
Page 26 of 34
BELTON MO RIDGELAND MS TRINITY NC
BLUE SPRINGS MO BILLINGS MT WAKE FOREST NC
CARTHAGE MO APEX NC WASHINGTON NC
CHARLESTON MO ASHEBORO NC WHITSETT NC
COLUMBIA MO BAHAMA NC WILKESBORO NC
WINSTON-SALEM NC EAST HANOVER NJ PATERSON NJ
BISMARCK ND ELIZABETH NJ PISCATAWAY NJ
FARGO ND ELMWOOD PARK NJ PITMAN NJ
GRAND FORKS ND FAIR LAWN NJ PLAINFIELD NJ
WILLISTON ND FRANKLIN NJ POMPTON LAKES NJ
COLUMBUS NE FREEHOLD NJ RED BANK NJ
ELKHORN NE GREENDELL NJ RIVERSIDE NJ
HASTINGS NE HACKENSACK NJ ROCKAWAY NJ
LINCOLN NE HAZLET NJ RUNNEMEDE NJ
OMAHA NE HIGHTSTOWN NJ SOMERSET NJ
ACWORTH NH HILLSDALE NJ SOUTH ORANGE NJ
CANTERBURY NH HOLMDEL NJ SOUTH PLAINFIELD NJ
CLAREMONT NH HOWELL NJ STEWARTSVILLE NJ
CONCORD NH JACKSON NJ STOCKHOLM NJ
EXETER NH JAMESBURG NJ SUCCASUNNA NJ
HILLSBORO NH KEANSBURG NJ TEANECK NJ
MANCHESTER NH KEARNY NJ TOMS RIVER NJ
MERRIMACK NH LAKEHURST NJ WAYNE NJ
NASHUA NH MAHWAH NJ WEST KEANSBURG NJ
ROCHESTER NH MATAWAN NJ WEST MILFORD NJ
ANDOVER NJ MAYWOOD NJ WESTWOOD NJ
BEDMINSTER NJ MIDDLETOWN NJ WILLINGBORO NJ
BLAIRSTOWN NJ MILLINGTON NJ WYCKOFF NJ
BLOOMFIELD NJ MILLTOWN NJ ALBUQUERQUE NM
BRICK NJ MONROEVILLE NJ ROSWELL NM
BRIDGETON NJ MONTVALE NJ SANTA TERESA NM
BURLINGTON NJ MORGANVILLE NJ TOME NM
BUTLER NJ NEW BRUNSWICK NJ CARSON CITY NV
CALDWELL NJ NEWARK NJ HENDERSON NV
CAMDEN NJ NEWTON NJ LAS VEGAS NV
CARTERET NJ NUTLEY NJ RENO NV
Page 27 of 34
CEDAR GROVE NJ OAKLAND NJ ALBANY NY
CLIFTON NJ OCEAN VIEW NJ ALBION NY
CRANFORD NJ ORANGE NJ BABYLON NY
DENVILLE NJ PARAMUS NJ BALDWIN NY
BEACON NY ISLIP NY SCHENECTADY NY
BETHPAGE NY JAMAICA NY SEAFORD NY
BREWSTER NY JAMESTOWN NY SMITHTOWN NY
BRIARWOOD NY JOHNSON CITY NY STATENISLAND NY
BRONX NY KINGS PARK NY STONY POINT NY
BROOKLYN NY KINGSTON NY SYRACUSE NY
BUFFALO NY LEVITTOWN NY VESTAL NY
CAMBRIDGE NY LINDENHURST NY WALLKILL NY
CAMILLUS NY LONG ISLAND NY WASHINGTONVILLE NY
CAMPBELL HALL NY MANLIUS NY WATERTOWN NY
CARMEL NY MASSAPEQUA NY WEST HURLEY NY
CHURCHVILLE NY MEDFORD NY WEST ISLIP NY
CLEVELAND NY MERRICK NY WHITE PLAINS NY
CORAM NY MILLER PLACE NY WHITNEY POINT NY
DEER PARK NY MINOA NY WILLISTON PARK NY
EAST AMHERST NY MONROE NY YONKERS NY
ENDICOTT NY MOUNT KISCO NY AKRON OH
FARMINGDALE NY NEW CITY NY ATWATER OH
FLORAL PARK NY NEW PALTZ NY BATAVIA OH
FLUSHING NY NEW ROCHELLE NY BAYVILLG OH
FRANKLIN SQUARE NY NEW YORK NY CINCINNATI OH
GLEN HEAD NY NIVERVILLE NY CLEVELAND OH
GLENS FALLS NY OLEAN NY COLUMBIA OH
STATION
GLOVERSVILLE NY ONTARIO NY COLUMBUS OH
GRAND ISLAND NY ORCHARD PARK NY DAYTON OH
GROTON NY OWEGO NY ENGLEWOOD OH
HARRISON NY PEARL RIVER NY FINDLAY OH
HAWTHORNE NY PERU NY FRANKLIN OH
FURNACE
Page 28 of 34
HEMPSTEAD NY PINE PLAINS NY GROVE CITY OH
HICKSVILLE NY PLAINVIEW NY GROVEPORT OH
HIGHLAND NY POUGHKEEPSIE NY HAMILTON OH
HOLLAND NY ROCHESTER NY HILLIARD OH
HOLTSVILLE NY ROCKVILLE NY HUNTSVILLE OH
CENTRE
HUNTINGTON NY RONKONKOMA NY JOHNSTOWN OH
ISLAND PARK NY SALT POINT NY KENT OH
LANCASTER OH OKLAHOMA CITY OK GOULDSBORO PA
LIMA OH TULSA OK HALIFAX PA
LOUDONVILLE OH CORVALLIS OR HARRISBURG PA
LOVELAND OH GRESHAM OR HUMMELSTOWN PA
MADISON OH MEDFORD OR IRWIN PA
MANSFIELD OH PORTLAND OR JOHNSTOWN PA
MARIETTA OH SALEM OR KUTZTOWN PA
MARYSVILLE OH SPRINGFIELD OR LANCASTER PA
MASON OH ABINGTON PA LANGHORNE PA
MASSILLON OH ALIQUIPPA PA LAURYS STATION PA
MAUMEE OH ALLENTOWN PA LEOLA PA
MENTOR OH ALLISON PARK PA LEVITTOWN PA
MIDDLEBURG HEIGHTS OH ALTOONA PA LIBRARY PA
MOGADORE OH ATHENS PA LOCK HAVEN PA
NEWARK OH BEAVER PA MACUNGIE PA
NORWALK OH BEAVER FALLS PA MANHEIM PA
N. RIDGEVILLE OH BELLEFONTE PA MARS PA
PATASKALA OH BENSALEM PA MC KEES ROCKS PA
RICHFIELD OH BENTON PA MEADVILLE PA
SALEM OH BOYERTOWN PA MECHANICSBURG PA
SPRINGBORO OH BRYN MAWR PA MONACA PA
TOLEDO OH BULGER PA NAZARETH PA
UNIONTOWN OH BUSHKILL PA NEW CUMBERLAND PA
WADSWORTH OH CAMP HILL PA NEW GALILEE PA
Page 29 of 34
WESTERVILLE OH CARLISLE PA NEW KENSINGTON PA
WOOSTER OH CARNEGIE PA NEW OXFORD PA
XENIA OH COLLEGEVILLE PA NICHOLSON PA
ARDMORE OK DANIELSVILLE PA OLYPHANT PA
BARTLESVILLE OK DILLSBURG PA PALMERTON PA
CLEVELAND OK DOWNINGTOWN PA PHILADELPHIA PA
DUNCAN OK DOYLESTOWN PA PITTSBURGH PA
JENKS OK EFFORT PA PLYMOUTH PA
MIDWEST CITY OK ERIE PA READING PA
MOUNDS OK ESSINGTON PA SCHWNKVL PA
NORMAN OK GEIGERTOWN PA SOUTHAMPTON PA
STROUDSBURG PA ORANGEBURG SC CONROE TX
SUMNEYTOWN PA PROSPERITY SC CONVERSE TX
TEMPLE PA ROCK HILL SC COPPELL TX
TRANSFER PA SIMPSONVILLE SC CORPUS CHRISTI TX
WARRENDALE PA SUMMERVILLE SC CROWLEY TX
WARRINGTON PA TAYLORS SC DAINGERFIELD TX
WAYNE PA BRANDON SD DALLAS TX
WAYNESBORO PA SIOUX FALLS SD DEER PARK TX
WEST CHESTER PA CHATTANOOGA TN DENTON TX
WEST MILTON PA ETOWAH TN DOUGLASSVILLE TX
CAROLINA PR JACKSON TN DRIPPING SPRINGS TX
GUAYNABO PR KINGSPORT TN DUNCANVILLE TX
NARANJITO PR KNOXVILLE TN ELPASO TX
PONCE PR MADISON TN ELGIN TX
SANJUAN PR MANCHESTER TN FLINT TX
SAN LORENZO PR MARYVILLE TN FORT WORTH TX
CHEPACHET RI MEMPHIS TN FRISCO TX
COVENTRY RI MURFREESBORO TN GLENN HEIGHTS TX
NEWPORT RI NASHVILLE TN GRAPEVINE TX
NORTH KINGSTOWN RI TALBOTT TN GREENVILLE TX
PROVIDENCE RI TRENTON TN HEWITT TX
WARREN RI WHITE HOUSE TN HITCHCOCK TX
WARWICK RI ABILENE TX HOUSTON TX
CAYCE-WEST SC AMARILLO TX IRVING TX
Page 30 of 34
COLUMBIA
CENTRAL SC ARLINGTON TX JARRELL TX
CHARLESTON SC AUBREY TX JUSTIN TX
COLUMBIA SC AUSTIN TX KATY TX
CONWAY SC BAYTOWN TX KENNEDALE TX
ELGIN SC BEAUMONT TX LA MARQUE TX
FLORENCE SC BOERNE TX LAREDO TX
GREENVILLE SC BROOKSTON TX LEWISVILLE TX
INMAN SC BROWNSVILLE TX LONGVIEW TX
IRMO SC BURLESON TX LUBBOCK TX
KINARDS SC CARROLLTON TX LUFKIN TX
LANCASTER SC COLDSPRING TX MESQUITE TX
MIDLAND TX CHESAPEAKE VA WOODBRIDGE VA
MISSOURI CITY TX CHESAPEAKE VA ESSEX JUNCTION VT
ODESSA TX CHESAPEAKE VA MILTON VT
PALMER TX CHESTER VA MONTPELIER VT
PLANO TX CHESTERFIELD VA NORTH HERO VT
PORT LAVACA TX DANVILLE VA AUBURN WA
RICHARDSON TX FAIRFAX VA BLACK DIAMOND WA
ROUND ROCK TX FAIRFIELD VA BOTHELL WA
SAN ANGELO TX FLOYD VA COUPEVILLE WA
SAN ANTONIO TX FOREST VA ENUMCLAW WA
SAVOY TX FREDERICKSBURG VA EVERETT WA
SILSBEE TX GLADYS VA FERNDALE WA
SPRING TX HOPEWELL VA KENT WA
SUGAR LAND TX KING WILLIAM VA MAPLE VALLEY WA
TEMPLE TX LORTON VA OLYMPIA WA
TERRELL TX LYNCHBURG VA PUYALLUP WA
TEXARKANA TX MANASSAS VA SEATTLE WA
THE COLONY TX MIDLOTHIAN VA SHORELINE WA
TYLER TX NOKESVILLE VA SNOHOMISH WA
VENUS TX NORTH VA TACOMA WA
TAZEWELL
WACO TX PORTSMOUTH VA VANCOUVER WA
WICHITA FALLS TX RICHMOND VA YAKIMA WA
Page 31 of 34
BOUNTIFUL UT RINER VA APPLETON WI
CLEARFIELD UT ROANOKE VA ARENA WI
MIDVALE UT ROANOKE VA CAMBRIDGE WI
OREM UT RUCKERSVILLE VA COTTAGE GROVE WI
PROVO UT SPOTSYLVANIA VA CUSTER WI
SALT LAKE CITY UT STAFFORD VA DE PERE WI
SANDY UT VIENNA VA DOUSMAN WI
ASHLAND VA VIRGINIA BEACH VA FOND DU LAC WI
AYLETT VA VIRGINIA BEACH VA GREEN BAY WI
BEDFORD VA WILLIAMSBURG VA GREENVILLE WI
BUMPASS VA WILLIAMSBURG VA HALES CORNERS WI
CENTREVILLE VA WINCHESTER VA KENOSHA WI
CHARLOTTESVILLE VA WINCHESTER VA LA CROSSE WI
MADISON WI
MENOMONIE WI
MIDDLETON WI
MILWAUKEE WI
MONROE WI
PORTAGE WI
RINGLE WI
SHERWOOD WI
SOUTH MILWAUKEE WI
STEVENS POINT WI
SUAMICO WI
THIENSVILLE WI
WATERTOWN WI
WAUKESHA WI
WAUSAU WI
BECKLEY WV
BRUCETON MILLS WV
CHARLES TOWN WV
CHARLESTON WV
GALLIPOLIS FERRY WV
AFTON WY
CASPER WY
CHEYENNE WY
GREEN RIVER WY
Page 32 of 34
EXHIBIT F- SAMPLE QSAR DOCUMENT
QSAR Nav Tips
Sequence Number 502 QSAR Date 12/30/99 Employee Number 776870
Service Code 01 - Corrective Maintenance Machine Type 0322
Activity / Task Performed
Contract / Work # ?
Service / Marketing BO
Common Problem Number
ADP Product Code
Billable Code ?
Customer Name
QSAR Comments will now be stored in a Notes Database, and
there is no longer a length limit.
Please enter good descriptive comments.
The first 70 characters will continue to be sent to Oasis.
Comments
Click the Record Parts button to fill this section in.
Machine Type
Part Number
From BO
From OL
Receiving BO
Receiving OL
Quantity Used
Quantity Ordered
Parts Acquistion Time
Have Bar Code Return Label?
Reason For Return
Part Source
UPS Tracking #
Return Authorization Number
Parts Return Form
Tracking ID Number
Bin / Order #
Alternate Ship BO
Delivery Point
Page 33 of 34
Click the Time & Expense button to fill this section in.
Miles
Expense
Last Stop Time
Travel Hours
PM Hours
Actual Hours
Stop Time
Overtime Hours
Page 34 of 34
Attachment B - Statement of Work (SOW)
ITSA - IBM and QMS - NON-WARRANTY SERVICES
IBM MACHINE TYPE - 0322
Agreement Number: 99SBD155
1. GENERAL INFORMATION
1.1 Purpose
The purpose of this SOW is to describe the scope of work as it relates to QMS,
Inc. non-warranty services to be provided by IBM. It also sets forth the work
related responsibilities of both parties, in connection with IBM providing
services on QMS products in support of end-user customers, in the USA.
1.2 Scope
IBM will provide Non-Warranty maintenance services on QMS products listed in
Exhibit A, "Eligible Products List and End-User Pricing". The "Eligible Products
List and End-User Pricing" will be revised from time to time by mutual agreement
of the parties as QMS engages IBM to provide the availability of service on
additional QMS end-user customers or products.
There may be requirements for additional or customized services that are not
covered by this SOW. Separate Agreements and Attachments will be entered into
between IBM and the end-user to set forth the terms and conditions and charges
for services not covered hereunder.
1.3 Service Criteria
1.3.1 Software
Application software problems are the responsibility of the end-user unless
otherwise specified.
1.3.2 Service Locations
IBM reserves the right to decline providing service support, on new contracts,
for products at end-user customer locations where the implementation of such
service support is reasonably deemed by IBM to be cost prohibitive. Service
support at such end-user customer locations by IBM will be contingent upon the
successful negotiation, on a case-by-case basis, of a mutually agreeable service
support compensation arrangement, with the end-user.
A current list of the IBM Service Locations for the United States is listed in
exhibit E, of this SOW. Such locations may be increased from time to time upon
written notice from IBM to QMS and may be decreased from time to time.
Page 1 of 27
1.3.3 Engineering Changes
QMS will notify IBM immediately of all safety issues and safety related
engineering changes. Should IBM determine or discover a safety related
engineering or manufacturing defect, IBM may require QMS to resolve the defect
prior to the resumption of service, this applies to QMS logoed products only.
Safety Engineering Change kits, on QMS logoed products, shall be provided on the
first day of their general availability, at no cost to IBM, in quantities
sufficient to match the IBM supported installation base. Safety Engineering
Changes will be installed by IBM within reasonable time frames. Mandatory
Engineering Changes will be installed with QMS providing the parts, at no cost
to IBM and IBM providing the labor, at no cost to QMS.
1.3.4 IBM Warranty
IBM warrants that it will perform services hereunder in a workmanlike manner.
Misuse, accident, unsuitable operating environment, modification, failure caused
by a product for which IBM is not responsible, or operation outside of
manufacturer's specifications may void this warranty. IBM does not warrant
uninterrupted or error-free operation.
For currently marketed products, listed in Exhibit A, "Eligible Products List
and End-User Pricing", IBM will warrant repair service for thirty (30) days for
the same problem and serial number.
IBM is not providing any Year 2000 services (for example, Year 2000 assessment,
conversion or testing) hereunder. IBM shall not be responsible for its failure
to perform any of its obligations (including, for example, to meet service
levels) under this Agreement, if such failure is the result, directly or
indirectly, of the inability of 1) a customer's or 2) a third party's or 3) your
product's inability to correctly process, provide and or receive data with other
products or deliverables to accurately exchange data with other products under
this agreement.
THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
1.3.5 Exclusions
Non-warranty maintenance services do not cover product engineering changes,
product level control, application software support, restoring
applicationsoftware and customer related data files, or service for certain
parts that are not subject to failure through normal wear and tear, such as
frames or covers. In addition, maintenance services do not cover service of a
product damaged by: misuse, accident, modification, unsuitable physical or
operating environment, improper maintenance by the end-user, or failure caused
by a product for which IBM is not responsible, Repair or replacement work or
increase in service time as a result of damage or loss resulting from accident,
casualty, transportation, neglect, misuse or abuse, operator error, failure of
proper management or supervision, failure of electrical power, air conditioning
or humidity control, use of supplies not approved by the original manufacturer
of the Product, or causes other than ordinary prudent use for purposes for which
any item of Product was designed, except for neglect acts or omissions of IBM
employees or agents; These activities fall outside the definition of service,
and as such will be subject to time and materials charges, to the end-user, per
Exhibit A - Eligible Product List and Pricing, of this SOW. Mandatory
Page 2 of 27
engineering changes are covered under this Agreement, QMS will provide the
parts, at no cost to IBM and IBM will provide the labor, at no cost to QMS.
For end-users on the Full Service Care Plan, in addition to all parts, labor and
travel expenses being covered, one scheduled PM per year is included and normal
wear and tear items, such as, fusers, transfer rollers, felt cleaners, etc. are
also included as part of the maintenance. Toner and Paper are not included.
1.4 Rights to Materials
QMS hereby grants to IBM a license to use preexisting training information ("QMS
Information") provided to IBM. Such license to the QMS Information is provided
solely for the purpose of fulfilling the obligations hereunder and IBM shall not
use it for any other purpose. This applies to currently marketed products only.
IBM may develop and produce training materials and documentation, for the sole
purpose of fulfilling its obligations hereuner, to be used by IBM in which IBM
retains all rights, title, and interest.
1.5 Safety
IBM agrees to service standard available products in a safe environment. In the
event IBM determines that an unsafe condition exists in a product to be serviced
or the environment in which the product is located, IBM will suspend service and
notify the end-user of the problem. IBM will not resume service until the
condition has been corrected.
IBM reserves the right to decline support for Products serviced under this
Agreement in the event such Product is identified as not being certified by
Underwriters Laboratory (UL) or equivalent, or lacks the appropriate regulatory
labeling.
1.6 IBM Employee Safety and Security
For reasons of safety and security, IBM maintains a practice of not allowing its
employees to work alone in the end-user customer site, the end-user must also be
present. IBM will notify the end-user of any condition encountered that may
adversely affect the safety and/or security of IBM employees or assets, and
service will not be performed until the condition is corrected.
2. SERVICES
2.1 Documentation
QMS gives IBM the authority to reproduce all QMS copyrighted service
documentation to be used in servicing QMS Products, for currently marketed
Products. Such authority is granted solely for the purpose of providing service
information for IBM to be able satisfy all maintenance service requirements and
contractual commitments to IBM and QMS customers under this Agreement.
2.2 On-Site Service Hours of Coverage
The standard on-site service hours of coverage applicable for products covered
under this SOW are:
Page 3 of 27
. 5 x 9: Monday through Friday (excluding IBM holidays listed in Exhibit D),
8:00 AM to 5:00 PM, local time.
. 7 x 24 coverage is available for an extra cost as shown in Exhibit A,
"Eligible Products List and End-User Pricing".
2.3 Customer Service Response Time
Customer service response time for this SOW is as follows:
Next day response, 5 x 9:
. All Non-warranty Maintenance calls for on-site service, received before
16:00, local prevailing time, will be responded to by the end of the next
business day during the Principle Period of maintenance (PPM) Monday to
Friday 8 AM to 5 PM local time, (excluding IBM holidays) listed in exhibit D.
Any service request that are received after 16:00, local prevailing time,
will be considered received on the next business day and will be covered no
later than the following business day. Within sixty (60) minutes of receipt
of a service call request from an end user for hardware service, IBM shall
contact the end-user customer. Repair normally occurs on the next business
day, Monday through Friday (excluding IBM holidays), after the call has been
received by IBM. However, if IBM is unable to affect repair by 5:00 PM, local
time, the next business day, service is deferred until 8:00 AM, local time,
the next business day, Monday through Friday (excluding IBM holidays).
Service in progress may be discontinued at 5:00 PM, local time, and resumed
at 8:00 Am, local time, the next business day, Monday through Friday
(excluding IBM holidays). On-site service may be mutually scheduled by the
assigned Customer Engineer and the end user.
Same day response, 4 hours:
. For an additional cost, as shown in Exhibit A, "Eligible Products List and
End-User Pricing", IBM will provide four (4) hour on-site response time
service. The IBM Call Center or IBM Customer Engineer will contact the end-
user within sixty (60) minutes to schedule an on-site arrival within four (4)
business hours, of the original call placement.
2.4 Service Offerings
2.4.1 Maintenance Agreement Service
IBM provides the availability of on-site labor service to affect repair. This
service is invoiced in accordance with the schedules described in Exhibit A -
"Eligible Product List and Pricing".
2.4.2 Hourly Rate Service
IBM provides the availability of on-site labor service to cover any services
outside the scope of this SOW (e.g. installation service) as mutually agreed
to by IBM and the end user. This service is invoiced, to the end-user, based
the pricing schedules described in Exhibit A - Eligible Product List and
Pricing, "Hourly Rate Service" on the actual CE on-site time at the end-user
customer site (plus CE travel time to the end-user customer site), at the
applicable hourly rate.
3. MAINTENANCE PLAN
Page 4 of 27
3.1 Service Call Placement
3.1.1
IBM will provide service to Non-Warranty Maintenance customers for QMS products
using the call flow depicted in Exhibit B.
3.2 Maintenance Roles/Responsibilities
3.2.1 IBM Responsibilities
IBM will provide the availability of a qualified CE to provide service. IBM
will be responsible for using the following recommended call flow, a more
detailed flow is shown is Exhibit B:
The CE will:
1. Identify himself/herself as representing IBM for service that is non-
warranty
2. Provide on-site maintenance service
3. Obtain parts via the identified process
4. Utilize IBM technical or network support when necessary
5. Test the product to ensure it performs in accordance with QMS or OEM service
manuals and service bulletins.
3.2.2 QMS Responsibilities
1. Provide Level 3 technical support to IBM as required, at no cost, for
currently marketed products as shown in Exhibit A, "Eligible Products List
and End-User Pricing". This support will be available for one year after
warranty expiration.
2. Provide appropriate product failure cause codes
3.3 Field Support
IBM shall maintain the necessary expertise, capabilities, and resources to
remotely support CEs to: install, maintain, provide operational assistance, and
provide technical problem resolution on for products on the Eligible Products
List and End-User Pricing, shown in Exhibit A.
The IBM technical escalation process begins whenever a CE requires technical
support. For complex problems, IBM personnel are backed by a four tiered
technical support organization composed of subject matter experts for all IBM
supported Products and solutions. If a CE becomes involved in a highly complex
failure or issue, the CE and his/her management will progressively utilize its
hierarchy of technical experts within both, the organization and partner/
supplier organizations, to resolve the problem. These experts can assist the CE
either through remote consultation or by actually joining the CE on-site. IBM
technical support may engage QMS at any time for assistance. QMS will be
responsible for all costs associated with this support for their people. IBM and
QMS will mutually agree when QMS on-site assistance is required. This will apply
to currently marketed products only, as shown in Exhibit A, "Eligible Products
List and End-User Pricing".
4. PARTS SUPPORT
Page 5 of 27
QMS will attempt to make available to IBM all necessary service parts and FRU's
to maintain the Products listed in exhibit A, the Eligible Product List. IBM is
responsible for transportation costs.
QMS Responsibilities
. Provide IBM all necessary parts and FRU's in sufficient quantity at a thirty
(30) percent off of QMS list price to IBM, for currently marketed products,
agreed upon between the parties, for the maintenance service of printers
listed in Exhibit A, "Eligible Products List and End-User Pricing".
. IBM intends to purchase parts for QMS currently marketed products for the 1st
two years after warranty expiraton. IBM further intends to provide 1st right
of refusal, to QMS for parts purchases after the initial two year period. The
initial purchase of QMS parts inventory is to be determined by the parties.
. QMS to provide parts at QMS's cost for legacy products as shown in the
Product Support Services SOW, which is attached to this Agreement, until such
time as QMS's stock of these parts is depleted.
. QMS and IBM will continue to negotiate, in good faith, for a parts
consignment process, between the two parties. Such a process would result in
IBM purchasing parts from QMS, as they are used, to support the products,
until such time as QMS's stock of parts is depleted.
. Provide parts in a timely fashion as described in the Product Support
Services SOW, which is attached to this Agreement.
. Provide all part numbers and description of service parts, FRU's and CRU's
. MSDS documentation for all applicable parts to be made available on the QMS
website
. Identify by part number UPR (used part return) status
IBM Responsibilities
. Parts are more fully detailed in the attached SOW - Product Support
Services
. The IBM CE will follow IBM standard parts handling procedures
5. ADMINISTRATIVE SUPPORT
5.1 Dispatch
Service call requests from QMS end-user customers will be received by the IBM
Call Center at 800-XXX-XXXX.
6. INVOICES AND DETAIL REPORT
6.1 Invoices
In the event that QMS would request services on it's behalf, IBM will provide
invoice charges based on specific contract requirements, or on a monthly basis,
for all service incidents completed. The invoices for service incidents
completed will include the following information:
Page 6 of 27
1. QMS Corp.
2. Taxing jurisdiction (state) where work was performed
3. Dollar amounts grouped by the state where work was performed, including
applicable taxes
4. Total charges on the invoice
5. All payments to IBM to be sent to:
IBM Corporation
6300 Diagonal Highway
Boulder, CO 80301
Attention: Accounts Receivable
6.1.1 Detail Report
A detailed billing report may be provided along with the invoices, either
electronically or in hard copy. This detailed billing report may include the
following information:
1. QMS Work Order / Call Number
2. IBM Service Call Number
3. End-user name
4. End-user service location
5. Labor hours, travel hours, and mileage per service incident
6. Labor, parts, mileage and total charges per service incident
7. Total charges on the invoice, excluding taxes.
The parties agree that when applicable, a blanket purchase order will be issued
by QMS for administration and billing purposes only and will not modify or add
to the terms and conditions of the Agreement or this SOW. Any terms and
conditions on the front and reverse side of such purchase order will not apply.
Page 7 of 27
7. Profit Sharing
7.1 Leads Generation Agreement
A. When QMS gains agreement and closes the deal for an IBM on-site
maintenance contract with an end-user, IBM will pay QMS twenty (20)
percent of the billed value of the end-user Agreement, for the first
year's maintenance.
B. When QMS passes on a lead for an IBM on-site maintenance contract
with an end-user and IBM closes the deal directly with the end-user,
IBM will pay QMS one-twelfth (1/12) of the billed value of the end-
user Agreement, for the first year's maintenance.
C. QMS will use the Opportunity Form, attached as Exhibit F to submit
all leads.
D. IBM Call Center to provide warranty call data monthly for use by QMS
sales team.
7.2 Payment Schedule
A. Upon the completion of the agreed to price increase and the
associated assignment of the existing maintenance contracts, IBM
intends to provide 50% of the projected Gross Profit for the 1st half
of the year on 01/01/2000, from the services provided under this
Agreement.
B. IBM to provide 50% of the projected Gross Profit for the 2nd half of
the year on 07/01/2000, from the services provided under this
Agreement, if the 1st half gross profit projections were met. If
projection was not met, IBM will recalculate the 2nd payment
adjusting for the shortfall.
C. IBM to provide 30% of the projected Gross Profit, to be reconciled
and paid quarterly (in arrears), for years two (2) and three (3) of
the Agreement.
D. IBM agrees that in the event the total royalty payment is less than
two million dollars at the end of the first three years of the
Agreement, that IBM will continue to pay at a rate of 10% of the
annual gross profit dollars on the initial contract base until the
minimum amount of two million dollars is achieved for services
provided between the parties governing this Agreement.
E. Gross Profit will be derived from the IBM Product Ledger, a sample is
attached as Exhibit G.
7.3 Prepaid Segment
A. For the $6M prepaid segment of the business, QMS will be charged a
Per Incident Rate of $300. QMS is to provide a list of customer
names, models and product serial numbers, along with renewal dates,
to IBM for the purpose of identifying these incidents.
B. A list of the current prepaid contracts to be added to this Agreement
as an Exhibit.
Page 8 of 27
Exhibit A
Eligible Products List and End-User Pricing
1.0 End-User Pricing
See Attached Exhibit A-1 for annual End-UserMaintenance Agreement Pricing
1.1 HOURLY RATE SERVICES (for the following activities):
$135 per hour for Engineering Change Installation (as described in
Section 1.3.3)
$135 per hour for labor services on Preventive Maintenance (PM) (Parts
not included)
$135 per hour to provide Operator Training
$135 per hour for product installation (all models)
1.2 PREVAILING RATES:
IBM will provide labor only services, not related to normal maintenance,
at the rate of $135.00 per hour with a two (2) hour minimum including
travel. Mileage will be billed at IBM's then current rate. (As of
12/21/99, rate is 27.5 cents per mile).
1.3 TIME AND MATERIALS SERVICE:
IBM will provide time and material maintenance service at the rate of
$234.00 per hour with a two (2) hour minimum including travel plus the
cost of parts required to service the product. Mileage will be billed at
IBM's then current rate. (as of 12/21/99, rate is 27.5 cents per mile).
See warranty provision in Section 1.3.4.
Page 9 of 27
Exhibit B - Call Flow
1. IBM will dispatch a service technician when a service call is placed.
2. The service technician will call the end user, normally within one (1)
hour of the time the call is placed and arrange for on-site arrival to
occur, next business day.
3. The service technician will update the call record with the
appropriate status.
4. The service technician will close the call record upon completion.
Page 10 of 27
Exhibit C
Escalation Procedures
Escalation By IBM to QMS
------------------------
Contact Title Phone
- -----------------------------------------------------------------------------------------------
Charlie Phillips Service Product Manager 334-633-4301 x1205
- -----------------------------------------------------------------------------------------------
Ginger Smith Director of Service Planning 334-633-4301 x1252
- -----------------------------------------------------------------------------------------------
Al Butler VP of Finance and Operations 334-633-4300
- -----------------------------------------------------------------------------------------------
Escalation By QMS to IBM
------------------------
Contact Title Phone
- ----------------------------------------------------------------------------------------------
Mike Hickey Project Manager 201-967-6421
- ----------------------------------------------------------------------------------------------
Ralph Alston Service Planning Representative 303-924-6820
- ----------------------------------------------------------------------------------------------
Bill Huckaby Program Director, MAS 303-924-6409
- ----------------------------------------------------------------------------------------------
Page 11 of 27
Exhibit D
IBM and QMS Observed Holidays
. New Year's Day
. Memorial Day
. Independence Day (July 4)
. Labor Day
. Thanksgiving Day
. Christmas Day
Page 12 of 27
EXHIBIT - E SERVICE OFFICE LOCATIONS
- -------------------------------------
Designated Locations:
City ST City ST City ST
- ---- -- ---- -- ---- --
ANCHORAGE AK SCOTTSDALE AZ HUNTINGTON CA
BEACH
JUNEAU AK TEMPE AZ INGLEWOOD CA
ADAMSVILLE AL TUCSON AZ IRVINE CA
ALABASTER AL ALHAMBRA CA LA HABRA CA
BIRMINGHAM AL ANAHEIM CA LA MESA CA
BOAZ AL ANTIOCH CA LA PUENTE CA
DAPHNE AL ARCADIA CA LAGUNA BEACH CA
DEATSVILLE AL ARTESIA CA LAKE ELSINORE CA
DECATUR AL ATASCADERO CA LAKESIDE CA
DORA AL BAKERSFIELD CA LIVERMORE CA
DOTHAN AL BELLFLOWER CA LOMITA CA
FLORENCE AL BOLINAS CA LONG BEACH CA
GRAND BAY AL CAMARILLO CA LOS ANGELES CA
HUNTSVILLE AL CARMICHAEL CA MARTINEZ CA
MIDLAND CITY AL CHICO CA MERCED CA
MOBILE AL CHINO HILLS CA MILPITAS CA
MONTGOMERY AL CITRUS CA MILPITAS CA
HEIGHTS
PLEASANT GROVE AL CONCORD CA MODESTO CA
TALLADEGA AL CORONA CA MORENO VALLEY CA
WOODSTOCK AL COSTA MESA CA MORGAN HILL CA
ALPENA AR CULVER CITY CA NAPA CA
BENTONVILLE AR CYPRESS CA NEWARK CA
CONWAY AR ELTORO CA NEWBURYPARK CA
FORT SMITH AR ELK GROVE CA NORTH CA
HOLLYWOOD
JONESBORO AR FAIRFIELD CA NORTHRIDGE CA
LITTLE ROCK AR FREMONT CA NORWALK CA
MONTICELLO AR FRESNO CA OAKLAND CA
NORTH LITTLE ROCK AR FULLERTON CA ORANGE CA
PEA RIDGE AR GARDEN GROVE CA ORANGEVALE CA
PINE BLUFF AR GILROY CA PICO RIVERA CA
Page 13 of 27
SPRINGDALE AR GLENDALE CA PINON HILLS CA
CHANDLER AZ HALF MOON BAY CA PITTSBURG CA
GILBERT AZ HAYWARD CA PLAYA DEL REY CA
KINGMAN AZ HAWTHORNE CA PLEASANTON CA
PHOENIX AZ HOLLISTER CA POWAY CA
RANCHO CUCAMONGA CA WALNUT CREEK CA WALLINGFORD CT
REDDING CA WEST COVINA CA WEST HAVEN CT
RESEDA CA WINDSOR CA WASHINGTON DC
RICHMOND CA WOODLAND CA BEAR DE
RIO LINDA CA YUBA CITY CA NEW CASTLE DE
RIVERSIDE CA AURORA CO NEWARK DE
ROSEVILLE CA BOULDER CO OCEAN VIEW DE
SACRAMENTO CA BROOMFIELD CO WILMINGTON DE
SAN DIEGO CA COLORADO CO APOPKA FL
SPRINGS
SAN FERNANDO CA DENVER CO BOCA RATON FL
SANJOSE CA DURANGO CO BROOKSVILLE FL
SAN JUAN CAPISTRANO CA EASTLAKE CO BRYCEVILLE FL
SAN LEANDRO CA FRANKTOWN CO CASSELBERRY FL
SAN MATEO CA GRAND CO CLEARWATER FL
JUNCTION
SAN RAMON CA HYGIENE CO COCOA FL
SANTA ANA CA LITTLETON CO CRAWFORDVILLE FL
SANTA BARBARA CA LONGMONT CO FORT FL
LAUDERDALE
SANTA CLARITA CA LOVELAND CO FORT MYERS FL
SANTA CRUZ CA MORRISON CO GAINESVILLE FL
SANTA ROSA CA PARKER CO GLEN SAINT FL
MARY
SARATOGA CA PEYTON CO HIALEAH FL
SEALBEACH CA WESTMINSTER CO HIGH SPRINGS FL
SHINGLE SPRINGS CA BETHEL CT HOBESOUND FL
SIMI VALLEY CA CANTON CT HOLLYWOOD FL
Page 14 of 27
SOUTH SAN FRANCISCO CA CHESHIRE CT JACKSONVILLE FL
STOCKTON CA CLINTON CT LAKE PLACID FL
TEHACHAPI CA COLCHESTER CT LAKE WORTH FL
TEMECULA CA COLLINSVILLE CT LAKELAND FL
TORRANCE CA DANBURY CT LAND O'LAKES FL
VACAVILLE CA HARTFORD CT LONGBOATKEY FL
VALLEJO CA MILFORD CT LUTZ FL
VAN NUYS CA NEW MILFORD CT MACCLENNY FL
VISALIA CA NEWTOWN CT MELBOURNE FL
VISTA CA SHERMAN CT MERRITT ISLAND FL
WALNUT CA VERNOW CT MIAMI FL
ROCKVILLE
NAPLES FL IRWINTON GA HIAWATHA IA
OCOEE FL KENNESAW GA MARSHALLTOWN IA
ODESSA FL LAWRENCEVILLE GA NORTH ENGLISH IA
ORANGE PARK FL LILBURN GA NORTH LIBERTY IA
ORLANDO FL LITHONIA GA SIOUX CITY IA
ORMOND BEACH FL LOGANVILLE GA WATERLOO IA
PANAMA CITY FL MACON GA BOISE ID
PENSACOLA FL MARIETTA GA KUNA ID
POMPANO BEACH FL MIDLAND GA MALAD CITY ID
SAINT PETERSBURG FL MONROE GA MERIDIAN ID
SARASOTA FL RIVERDALE GA NAMPA ID
SUMMERFIELD FL SAVANNAH GA ARLINGTON IL
HEIGHTS
TALLAHASSEE FL SHARPSBURG GA BARRINGTON IL
TAMPA FL SMYRNA GA BARTLETT IL
VALRICO FL STONE GA BELLEVILLE IL
MOUNTAIN
WEST PALM BEACH FL SUGAR HILL GA BERWYN IL
ATLANTA GA TIFTON GA BLOOMINGTON IL
AUGUSTA GA TUCKER GA BOLINGBROOK IL
BALL GROUND GA WARNER GA BROOKFIELD IL
ROBINS
Page 15 of 27
BETHLEHEM GA WATKINSVILLE GA CALUMET CITY IL
BUFORD GA WOODSTOCK GA CHAMPAIGN IL
CANTON GA AGANA GU CHICAGO IL
COLUMBUS GA HILO HI COLLINSVILLE IL
CUMMING GA HONOLULU HI DAWSON IL
DAHLONEGA GA WAHIAWA HI DECATUR IL
DALLAS GA WAIANAE HI DOWNERS IL
GROVE
DECATUR GA AMES IA ELMHURST IL
DOERUN GA BETTENDORF IA FOREST PARK IL
DOUGLASVILLE GA CEDAR FALLS IA FRANKFORT IL
DULUTH GA CEDAR RAPIDS IA GLENVIEW IL
EVANS GA COUNCIL IA HIGHLAND PARK IL
BLUFFS
FAYETTEVILLE GA DAVENPORT IA KINGSTON IL
FLINTSTONE GA DES MOINES IA LAKE VILLA IL
FORSYTH GA DUBUQUE IA LANSING IL
GUYTON GA GLENWOOD IA LIBERTYVILLE IL
HINESVILLE GA HEDRICK IA LOCKPORT IL
LOMBARD IL BRAZIL IN SHAWNEE KS
MISSION
MACEDONIA IL CEDAR LAKE IN SILVER LAKE KS
MANHATTAN IL ELKHART IN SPRING HILL KS
MATTESON IL EVANSVILLE IN TOPEKA KS
MAYWOOD IL FORT WAYNE IN WICHITA KS
METROPOLIS IL GREENWOOD IN BOWLING GREEN KY
MIDLOTHIAN IL HAMMOND IN COVINGTON KY
MORTON GROVE IL INDIANAPOLIS IN ELIZABETHTOWN KY
MOUNT PROSPECT IL JASPER IN FLORENCE KY
NAPERVILLE IL LAWRENCEBURG IN FRANKFORT KY
NORMAL IL LEO IN FRENCHBURG KY
OAK FOREST IL LOWELL IN HOPKINSVILLE KY
OAK LAWN IL MISHAWAKA IN LAWRENCEBURG KY
ONEIDA IL MUNCIE IN LEXINGTON KY
Page 16 of 27
PALATINE IL NEWBURGH IN LONDON KY
PALATINE IL NOBLESVILLE IN LOUISVILLE KY
PEKIN IL PLAINFIELD IN NEWPORT KY
PEORIA IL RICHMOND IN NICHOLASVILLE KY
PLANO IL SHELBYVILLE IN PAINT LICK KY
QUINCY IL TERRE HAUTE IN SHELBYVILLE KY
RIVERSIDE IL THORNTOWN IN VANCEBURG KY
ROCKFORD IL VINCENNES IN BATON ROUGE LA
ROUND LAKE IL WHITELAND IN COLFAX LA
SCHAUMBURG IL COLBY KS KENNER LA
SEYMOUR IL DESOTO KS LAFAYETTE LA
SILVIS IL HAYS KS LAKE CHARLES LA
SPRINGFIELD IL HUTCHINSON KS MANDEVILLE LA
SUGAR GROVE IL KANSAS CITY KS METAIRIE LA
TOWANDA IL LAKIN KS MONROE LA
TREMONT IL LAWRENCE KS NEW ORLEANS LA
WARRENVILLE IL MANHATTAN KS RINGGOLD LA
WESTMONT IL MC PHERSON KS SHREVEPORT LA
WHEELING IL OLATHE KS AGAWAM MA
WOOD DALE IL ROSE HILL KS BELLINGHAM MA
BLUFFTON IN SALINA KS BOSTON MA
BROCKTON MA GERMANTOWN MD CANTON MI
CHELMSFORD MA GLEN BURNIE MD CEDAR SPRINGS MI
DALTON MA HAGERSTOWN MD CLAWSON MI
DRACUT MA HYATTSVILLE MD COTTRELLVILLE MI
TWP
EAST BRIDGEWATER MA IJAMSVILLE MD DEARBORN MI
FALL RIVER MA LA PLATA MD DETROIT MI
FISKDALE MA LAUREL MD DRYDEN MI
HUDSON MA LINTHICUM MD EAST DETROIT MI
HEIGHTS
HYANNIS MA MITCHELLVILLE MD FENTON MI
LEOMINSTER MA MOUNT AIRY MD GRAND HAVEN MI
LOWELL MA MYERSVILLE MD GRANDLEDGE MI
Page 17 of 27
MIDDLEBORO MA ODENTON MD GRAND RAPIDS MI
MILFORD MA OLNEY MD HOLLAND MI
NORTHBOROUGH MA PARKVILLE MD HUDSONVILLE MI
NORWELL MA PASADENA MD IRON MOUNTAIN MI
PLYMOUTH MA PRESTON MD JACKSON MI
QUINCY MA PRINCE GEORGES MD JENISON MI
FACIL
READING MA RANDALLSTOWN MD KALAMAZOO MI
STERLING MA SEVERN MD LANSING MI
TEWKSBURY MA SILVER SPRING MD LINCOLN PARK MI
WALPOLE MA SILVERSP MD LIVONIA MI
WALTHAM MA SYKESVILLE MD LOWELL MI
WESTBOROUGH MA UPPER MD MILAN MI
MARLBORO
WESTFIELD MA WALDORF MID MILFORD MI
WESTFORD MA WEST MD MOUNT CLEMENS MI
HYATTSVILLE
WORCESTER MA COOPERS MILLS ME NILES MI
ABERDEEN MD GORHAM ME NOVI MI
BALTIMORE MD HOLDEN ME PINCKNEY MI
BEL AIR MD KITTERY ME PLAINWELL MI
BETHESDA MD PORTLAND ME PONTIAC MI
CLINTON MD PRESQUE ISLE ME PORTHURON MI
COLUMBIA MD TOPSHAM ME SAINT CLAIR MI
SHORES
DAMASCUS MD BATTLE CREEK MI SANFORD MI
FORT WASHINGTON MD BENTON HARBOR MI SOUTHFIELD MI
FREDERICK MD BLOOMFIELD MI STERLING M1
HILLS HEIGHTS
Page 18 of 27
Designated Locations (cont'd):
City ST City ST City ST
- ---- -- ---- -- ---- --
TRAVERSE CITY MI FENTON MO BENSON NC
TROY MI FLORISSANT MO CARY NC
UTICA MI GRANDVIEW MO CATAWBA NC
WALLED LAKE MI HARTSBURG MO CHARLOTTE NC
WATERFORD MI HAZELWOOD MO CLAYTON NC
WYANDOTTE MI IMPERIAL MO CLYDE NC
YPSILANTI MI INDEPENDENCE MO CONCORD NC
ALEXANDRIA MN JEFFERSON CITY MO CULLOWHEE NC
ANOKA MN KANSAS CITY MO DURHAM NC
BELLE PLAINE MN KIRKSVILLE MO FAYETTEVILLE NC
CANNON FALLS MN LAKE OZARK MO GARNER NC
CHAMPLIN MN LEES SUMMIT MO GRAHAM NC
DULUTH MN OSBORN MO GREENSBORO NC
ESKO MN OZARK MO GREENVILLE NC
GLENVILLE MN SAINT CHARLES MO HARRISBURG NC
KIMBALL MN SAINT LOUIS MO HIGH POINT NC
MANKATO MN SPRINGFIELD MO HOLLY SPRINGS NC
MARSHALL MN UNION MO INDIAN TRAIL NC
MAZEPPA MN WEST PLAINS MO JACKSONVILLE NC
MINNEAPOLIS MN BILOXI MS KERNERSVILLE NC
ROCHESTER MN COLDWATER MS KNIGHTDALE NC
SAINT FRANCIS MN COLUMBUS MS MOORESVILLE NC
SAINT PAUL MN CRYSTAL MS PFAFFTOWN NC
SPRINGS
SAVAGE MN GREENVILLE MS PINEVILLE NC
SHAKOPEE MN JACKSON MS RALEIGH NC
STEWARTVILLE MN MERIDIAN MS ROCKY MOUNT NC
VIRGINIA MN MOOREVILLE MS SALISBURY NC
WYOMING MN OLIVE BRANCH MS SOUTHPORT NC
ZUMBRO FALLS MN PETAL MS STATESVILLE NC
BALLWIN MO PORT GIBSON MS STOKESDALE NC
Page 19 of 27
BELTON MO RIDGELAND MS TRINITY NC
BLUE SPRINGS MO BILLINGS MT WAKE FOREST NC
CARTHAGE MO APEX NC WASHINGTON NC
CHARLESTON MO ASHEBORO NC WHITSETT NC
COLUMBIA MO BAHAMA NC WILKESBORO NC
WINSTON-SALEM NC EAST HANOVER NJ PATERSON NJ
BISMARCK ND ELIZABETH NJ PISCATAWAY NJ
FARGO ND ELMWOOD PARK NJ PITMAN NJ
GRAND FORKS ND FAIR LAWN NJ PLAINFIELD NJ
WILLISTON ND FRANKLIN NJ POMPTON LAKES NJ
COLUMBUS NE FREEHOLD NJ RED BANK NJ
ELKHORN NE GREENDELL NJ RIVERSIDE NJ
HASTINGS NE HACKENSACK NJ ROCKAWAY NJ
LINCOLN NE HAZLET NJ RUNNEMEDE NJ
OMAHA NE HIGHTSTOWN NJ SOMERSET NJ
ACWORTH NH HILLSDALE NJ SOUTH ORANGE NJ
CANTERBURY NH HOLMDEL NJ SOUTH PLAINFIELD NJ
CLAREMONT NH HOWELL NJ STEWARTSVILLE NJ
CONCORD NH JACKSON NJ STOCKHOLM NJ
EXETER NH JAMESBURG NJ SUCCASUNNA NJ
HILLSBORO NH KEANSBURG NJ TEANECK NJ
MANCHESTER NH KEARNY NJ TOMS RIVER NJ
MERRIMACK NH LAKEHURST NJ WAYNE NJ
NASHUA NH MAHWAH NJ WEST KEANSBURG NJ
ROCHESTER NH MATAWAN NJ WEST MILFORD NJ
ANDOVER NJ MAYWOOD NJ WESTWOOD NJ
BEDMINSTER NJ MIDDLETOWN NJ WILLINGBORO NJ
BLAIRSTOWN NJ MILLINGTON NJ WYCKOFF NJ
BLOOMFIELD NJ MILLTOWN NJ ALBUQUERQUE NM
BRICK NJ MONROEVILLE NJ ROSWELL NM
BRIDGETON NJ MONTVALE NJ SANTA TERESA NM
BURLINGTON NJ MORGANVILLE NJ TOME NM
BUTLER NJ NEW BRUNSWICK NJ CARSON CITY NV
CALDWELL NJ NEWARK NJ HENDERSON NV
CAMDEN NJ NEWTON NJ LAS VEGAS NV
CARTERET NJ NUTLEY NJ RENO NV
Page 20 of 27
CEDAR GROVE NJ OAKLAND NJ ALBANY NY
CLIFTON NJ OCEAN VIEW NJ ALBION NY
CRANFORD NJ ORANGE NJ BABYLON NY
DENVILLE NJ PARAMUS NJ BALDWIN NY
BEACON NY ISLIP NY SCHENECTADY NY
BETHPAGE NY JAMAICA NY SEAFORD NY
BREWSTER NY JAMESTOWN NY SMITHTOWN NY
BRIARWOOD NY JOHNSON CITY NY STATENISLAND NY
BRONX NY KINGS PARK NY STONY POINT NY
BROOKLYN NY KINGSTON NY SYRACUSE NY
BUFFALO NY LEVITTOWN NY VESTAL NY
CAMBRIDGE NY LINDENHURST NY WALLKILL NY
CAMILLUS NY LONG ISLAND NY WASHINGTONVILLE NY
CITY
CAMPBELL HALL NY MANLIUS NY WATERTOWN NY
CARMEL NY MASSAPEQUA NY WEST HURLEY NY
CHURCHVILLE NY MEDFORD NY WEST ISLIP NY
CLEVELAND NY MERRICK NY WHITE PLAINS NY
CORAM NY MILLER PLACE NY WHITNEY POINT NY
DEER PARK NY MINOA NY WILLISTON PARK NY
EAST AMHERST NY MONROE NY YONKERS NY
ENDICOTT NY MOUNT KISCO NY AKRON OH
FARMINGDALE NY NEW CITY NY ATWATER OH
FLORAL PARK NY NEW PALTZ NY BATAVIA OH
FLUSHING NY NEW ROCHELLE NY BAYVILLG OH
FRANKLIN SQUARE NY NEW YORK NY CINCINNATI OH
GLEN HEAD NY NIVERVILLE NY CLEVELAND OH
GLENS FALLS NY OLEAN NY COLUMBIA OH
STATION
GLOVERSVILLE NY ONTARIO NY COLUMBUS OH
GRAND ISLAND NY ORCHARD PARK NY DAYTON OH
GROTON NY OWEGO NY ENGLEWOOD OH
HARRISON NY PEARL RIVER NY FINDLAY OH
HAWTHORNE NY PERU NY FRANKLIN OH
FURNACE
Page 21 of 27
HEMPSTEAD NY PINE PLAINS NY GROVE CITY OH
HICKSVILLE NY PLAINVIEW NY GROVEPORT OH
HIGHLAND NY POUGHKEEPSIE NY HAMILTON OH
HOLLAND NY ROCHESTER NY HILLIARD OH
HOLTSVILLE NY ROCKVILLE NY HUNTSVILLE OH
CENTRE
HUNTINGTON NY RONKONKOMA NY JOHNSTOWN OH
ISLAND PARK NY SALT POINT NY KENT OH
LANCASTER OH OKLAHOMA CITY OK GOULDSBORO PA
LIMA OH TULSA OK HALIFAX PA
LOUDONVILLE OH CORVALLIS OR HARRISBURG PA
LOVELAND OH GRESHAM OR HUMMELSTOWN PA
MADISON OH MEDFORD OR IRWIN PA
MANSFIELD OH PORTLAND OR JOHNSTOWN PA
MARIETTA OH SALEM OR KUTZTOWN PA
MARYSVILLE OH SPRINGFIELD OR LANCASTER PA
MASON OH ABINGTON PA LANGHORNE PA
MASSILLON OH ALIQUIPPA PA LAURYS STATION PA
MAUMEE OH ALLENTOWN PA LEOLA PA
MENTOR OH ALLISON PARK PA LEVITTOWN PA
MIDDLEBURG HEIGHTS OH ALTOONA PA LIBRARY PA
MOGADORE OH ATHENS PA LOCK HAVEN PA
NEWARK OH BEAVER PA MACUNGIE PA
NORWALK OH BEAVER FALLS PA MANHEIM PA
N. RIDGEVILLE OH BELLEFONTE PA MARS PA
PATASKALA OH BENSALEM PA MC KEES ROCKS PA
RICHFIELD OH BENTON PA MEADVILLE PA
SALEM OH BOYERTOWN PA MECHANICSBURG PA
SPRINGBORO OH BRYN MAWR PA MONACA PA
TOLEDO OH BULGER PA NAZARETH PA
UNIONTOWN OH BUSHKILL PA NEW CUMBERLAND PA
WADSWORTH OH CAMP HILL PA NEW GALILEE PA
Page 22 of 27
WESTERVILLE OH CARLISLE PA NEW KENSINGTON PA
WOOSTER OH CARNEGIE PA NEW OXFORD PA
XENIA OH COLLEGEVILLE PA NICHOLSON PA
ARDMORE OK DANIELSVILLE PA OLYPHANT PA
BARTLESVILLE OK DILLSBURG PA PALMERTON PA
CLEVELAND OK DOWNINGTOWN PA PHILADELPHIA PA
DUNCAN OK DOYLESTOWN PA PITTSBURGH PA
JENKS OK EFFORT PA PLYMOUTH PA
MIDWEST CITY OK ERIE PA READING PA
MOUNDS OK ESSINGTON PA SCHWNKVL PA
NORMAN OK GEIGERTOWN PA SOUTHAMPTON PA
STROUDSBURG PA ORANGEBURG SC CONROE TX
SUMNEYTOWN PA PROSPERITY SC CONVERSE TX
TEMPLE PA ROCK HILL SC COPPELL TX
TRANSFER PA SIMPSONVILLE SC CORPUS CHRISTI TX
WARRENDALE PA SUMMERVILLE SC CROWLEY TX
WARRINGTON PA TAYLORS SC DAINGERFIELD TX
WAYNE PA BRANDON SD DALLAS TX
WAYNESBORO PA SIOUX FALLS SD DEER PARK TX
WEST CHESTER PA CHATTANOOGA TN DENTON TX
WEST MILTON PA ETOWAH TN DOUGLASSVILLE TX
CAROLINA PR JACKSON TN DRIPPING SPRINGS TX
GUAYNABO PR KINGSPORT TN DUNCANVILLE TX
NARANJITO PR KNOXVILLE TN ELPASO TX
PONCE PR MADISON TN ELGIN TX
SANJUAN PR MANCHESTER TN FLINT TX
SAN LORENZO PR MARYVILLE TN FORT WORTH TX
CHEPACHET RI MEMPHIS TN FRISCO TX
COVENTRY RI MURFREESBORO TN GLENN HEIGHTS TX
NEWPORT RI NASHVILLE TN GRAPEVINE TX
NORTH KINGSTOWN RI TALBOTT TN GREENVILLE TX
PROVIDENCE RI TRENTON TN HEWITT TX
WARREN RI WHITE HOUSE TN HITCHCOCK TX
WARWICK RI ABILENE TX HOUSTON TX
CAYCE-WEST SC AMARILLO TX IRVING TX
Page 23 of 27
COLUMBIA
CENTRAL SC ARLINGTON TX JARRELL TX
CHARLESTON SC AUBREY TX JUSTIN TX
COLUMBIA SC AUSTIN TX KATY TX
CONWAY SC BAYTOWN TX KENNEDALE TX
ELGIN SC BEAUMONT TX LA MARQUE TX
FLORENCE SC BOERNE TX LAREDO TX
GREENVILLE SC BROOKSTON TX LEWISVILLE TX
INMAN SC BROWNSVILLE TX LONGVIEW TX
IRMO SC BURLESON TX LUBBOCK TX
KINARDS SC CARROLLTON TX LUFKIN TX
LANCASTER SC COLDSPRING TX MESQUITE TX
MIDLAND TX CHESAPEAKE VA WOODBRIDGE VA
MISSOURI CITY TX CHESAPEAKE VA ESSEX JUNCTION VT
ODESSA TX CHESAPEAKE VA MILTON VT
PALMER TX CHESTER VA MONTPELIER VT
PLANO TX CHESTERFIELD VA NORTH HERO VT
PORT LAVACA TX DANVILLE VA AUBURN WA
RICHARDSON TX FAIRFAX VA BLACK DIAMOND WA
ROUND ROCK TX FAIRFIELD VA BOTHELL WA
SAN ANGELO TX FLOYD VA COUPEVILLE WA
SAN ANTONIO TX FOREST VA ENUMCLAW WA
SAVOY TX FREDERICKSBURG VA EVERETT WA
SILSBEE TX GLADYS VA FERNDALE WA
SPRING TX HOPEWELL VA KENT WA
SUGAR LAND TX KING WILLIAM VA MAPLE VALLEY WA
TEMPLE TX LORTON VA OLYMPIA WA
TERRELL TX LYNCHBURG VA PUYALLUP WA
TEXARKANA TX MANASSAS VA SEATTLE WA
THE COLONY TX MIDLOTHIAN VA SHORELINE WA
TYLER TX NOKESVILLE VA SNOHOMISH WA
VENUS TX NORTH VA TACOMA WA
TAZEWELL
WACO TX PORTSMOUTH VA VANCOUVER WA
WICHITA FALLS TX RICHMOND VA YAKIMA WA
Page 24 of 27
BOUNTIFUL UT RINER VA APPLETON WI
CLEARFIELD UT ROANOKE VA ARENA WI
MIDVALE UT ROANOKE VA CAMBRIDGE WI
OREM UT RUCKERSVILLE VA COTTAGE GROVE WI
PROVO UT SPOTSYLVANIA VA CUSTER WI
SALT LAKE CITY UT STAFFORD VA DE PERE WI
SANDY UT VIENNA VA DOUSMAN WI
ASHLAND VA VIRGINIA BEACH VA FOND DU LAC WI
AYLETT VA VIRGINIA BEACH VA GREEN BAY WI
BEDFORD VA WILLIAMSBURG VA GREENVILLE WI
BUMPASS VA WILLIAMSBURG VA HALES CORNERS WI
CENTREVILLE VA WINCHESTER VA KENOSHA WI
CHARLOTTESVILLE VA WINCHESTER VA LA CROSSE WI
MADISON WI
MENOMONIE WI
MIDDLETON WI
MILWAUKEE WI
MONROE WI
PORTAGE WI
RINGLE WI
SHERWOOD WI
SOUTH MILWAUKEE WI
STEVENS POINT WI
SUAMICO WI
THIENSVILLE WI
WATERTOWN WI
WAUKESHA WI
WAUSAU WI
BECKLEY WV
BRUCETON MILLS WV
CHARLES TOWN WV
CHARLESTON WV
GALLIPOLIS FERRY WV
AFTON WY
CASPER WY
CHEYENNE WY
GREEN RIVER WY
Page 25 of 27
EXHIBIT F
"OPPORTUNITY FORM"
QMS, Inc. - Product Report / Maintenance Request
Type of Printer: [ ] New Printer [ ] Used Printer Billing Frequency: [ ] Quarterly [ ] Annual
Customer Candidate Name:
Installed at Address Invoice Address
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Contact: Attn:
- -----------------------------------------------------------------------------------------------------------------------
Telephone: Telephone:
- -----------------------------------------------------------------------------------------------------------------------
Fax: Fax:
- -----------------------------------------------------------------------------------------------------------------------
Inventory:
Manufacturer/Type Serial Number Features Installed Maintenance Requested Maintenance
Services Start Date Charge
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
For more space to complete this section, attach an additional page, initialed
and dated by IBM. Page Attached: Yes____ No____
Coverage: [ ] 5x9 [ ] 7x24
Upon acceptance of this Opportunity Form a formal contract will be sent to the
customer for execution. Service performed prior to the effective date of service
will be charged on a time and materials basis at IBM's prevailing rates. IBM
reserves the right to inspect the machines to determine maintenance
acceptability and to train the Customer Engineers within 30 days of receiving
the signed contract. In such case, IBM reserves the right to not begin service
for 30 days from the date IBM receives the signed contract.
Customer Candidate agrees to allow IBM to send formal contracts to them.
Yes____ No____
If no, IBM must contact the Customer Candidate to close the deal.
QMS, Inc. __________________ Signature ________________ Date ___________
Name (type or print)
Page 26 of 27
Acceptance/Rejection: (This section to be completed by IBM)
Date of Acceptance or Rejection _______________ ( ) Accepted ( ) Rejected
Name (type or print) By: _____________________
(Authorized Signature)
Please e-Mail Product Report to "IBM OEMPO@US.IBM.COM"
********************************
PSC Office Use:
IBM Machine Type________________ Model_________Date MAQ Inspection_________
IBM Customer Number________________ Ent. Number___________________
Date Field Notification_________________ PSC B/O______________________
Page 27 of 27
Attachment C
Parts Support Services Statement of Work
This Statement of Work ("SOW") adopts and incorporates by reference the terms
and conditions of the International Technical Support Agreement # 99SBD155
("Agreement") between IBM and QMS. Transactions performed under this SOW will be
conducted in accordance with and be subject to the terms and conditions of this
SOW, the Agreement and any applicable Work Authorizations ("WAs"). The term for
this SOW will begin 01/03/2000 and end upon termination of the Agreement,
subject to earlier termination as permitted by this Agreement, and subject to
extensions agreed to by the parties in writing. Upon receipt of a WA, Supplier
will sell Parts and/or provide Repair Services as specified in this SOW. This
SOW is not a WA.
BUYER WILL BE REQUIRED TO ISSUE A PO TO SUPPLIER BEFORE BUYER WILL HAVE
COMMITTED TO PURCHASE ANY PARTS OR SERVICES LISTED BELOW.
1.0 DEFINITIONS
"Available for Repair" or "AFR" means Parts which have had prior usage which
require Repair.
"Calendar Days" means (Business Days) consecutive calendar days, less all
Saturdays, Sundays and holidays generally observed in the U.S. by Buyer, or as
governed by the country in which transactions occur.
"Certified Service Parts" or "CSP" means Parts which have had prior usage and
which have been Repaired.
"Consigned Material" means materials that Buyer owns and continues to own that
are entrusted to Supplier.
"Emergency Order" or "EO" means a WA placed by Buyer with a lead time from
Supplier's receipt of the WA to the shipping date not to exceed 24 hours.
"End of Service" or "EOS" means date when customer service and support for a
Parts is officially discontinued.
"Field Replaceable Unit" or "FRU" means a Parts marked with a part number which
Buyer will either Repair or replace at the customer location.
"Lead Time" means the minimum length of time prior to a specific Delivery date
that Supplier must receive a WA from Buyer to ensure delivery by such date.
"New Defective" means a Parts that is not free of defects and fails upon
Delivery and/or installation which may occur as a result of, but not limited to,
shipping, handling, packaging or in manufacture prior to arrival at the delivery
point;
"Parts" means any FRU, specific component of a FRU, subassemblies of a FRU, CSP,
any other part, component or subassembly described in this SOW, documentation,
code and related Services associated with the completed assemblies. In the event
this SOW is issued under a Non-Technical Services Agreement, "Parts" will be
synonymous with "Deliverable".
"Repair" or "Repaired" means all required repair activity including:
disassembly, failure analysis, testing, component recovery, rework, warranty
process, packaging, and/or final testing in accordance with this SOW or relevant
WA.
"Turn Around Time" or "TAT" means the elapsed time from the date of receipt
acknowledgement of a FRU arriving at Supplier's from Buyer until shipment notice
back to Buyer.
"Yield" means the relationship between the AFR sent to Supplier for Repair and
the returned Repaired Parts to Buyer.
2.0 CERTIFICATIONS AND REQUIREMENTS
2.1 General Description
Supplier will provide Parts and/or the Repair of Parts as described hereunder
during the term of this SOW.
2.1.0 CSP Classification Requirements
Parts will only be classified as CSP with Buyer's approval. CSPs will meet the
following criteria: (i) the functional performance of such Parts will comply
with all current and applicable engineering drawings and specifications and at a
failure rate not greater than the acceptable failure rate of a new Parts during
its warranty period (or an acceptable failure rate agreed to by Buyer); (ii) the
appearance of such Parts will be equivalent to that of a new counterpart, except
in the case of internal nonfunctional parts or nonfunctional areas of parts.
2.1.1 CSP Electrical Repair Safety Requirements
Supplier will ensure that all repaired Parts functionality, performance and
appearance are as originally designed by the manufacturer and, if listed, will
be in accordance with National Registered Testing Laboratory (NRTL)
requirements. Repair of Parts will not violate or void any NRTL certification
granted to the original manufacturer. The electrical functionality of the Parts
will not be adversely affected during any process involving cleaning solvents,
paint, etc. Manufacturer warning labels will remain intact and legible or will
be replaced. Protective covers (e.g., guards or shields) will be securely
mounted as originally designed or will be replaced.
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Attachment C
Parts Support Services Statement of Work
2.1.2 COO Parts Certification
Supplier certifies that the Parts have the following country(ies) of origin. If
there are any changes to this information, Supplier will notify Buyer by
providing a new country of origin certification signed by an authorized Supplier
representative before shipping any Parts other than those with the country of
origin listed below for such Parts. If any part number listed has more than one
country of origin, Supplier certifies that each country of origin is listed
below, and Supplier agrees to deliver to Buyer, by 02/01/2000, instructions
regarding how Buyer can distinguish each country of origin for part numbers with
more than one country of origin:
3.0 PRICES, DELIVERY & WARRANTY
3.1 Prices
For the Deliverables and Services Supplier provides Buyer, Buyer will pay
Supplier Prices as described on the attached list of Parts and Prices. The
parties will meet on a quarterly basis, or as mutually agreed to by both
parties, to discuss pricing, reconciliation requirements, measurements or any
other issues as deemed necessary by either party.
3.2 Delivery & Support Requirements
Supplier will deliver Parts to Buyer as described throughout this document.
Supplier will provide support for Parts (e.g., availability of FRU's and/or
components of FRU's) and/or Repair of Parts up to and including the EOS date.
Leadtime for regular non-emergency orders shall be the standard thirty days.
3.3 CSP Warranty Claims
FRU warranty claims (claims on FRUs which have been returned to Buyer as CSP
Repaired but which fails within one hundred & eighty (180) days of such Repair)
by Buyer will state the p/n and date (when available) the FRU was verified by
Buyer to be defective. FRUs returned to Supplier under a FRU warranty claim will
be Repaired and returned to Buyer freight prepaid. Supplier will use reasonable
efforts to return the Repaired FRU to Buyer within thirty-five (35) Days from
date Supplier receives the defective FRU or, at Buyer's option, Supplier will
provide Buyer credit equal to the Price paid by Buyer for such Services on the
FRU. In the event of a FRU warranty claim for FRUs which are no longer available
or required by Buyer, Supplier will compensate Buyer an amount equal to the
Price paid by Buyer for such Services on the FRU. Repair Services will not be
performed on FRU's for second-time failures. In such event, Supplier will credit
or refund Buyer, at Buyer's option, an amount equal to the Price paid by Buyer
for such Services on the FRU (including associated shipping cost) and return the
units to Buyer for scrapping. This does not apply to (PM) Preventive Maintenance
parts.
CSP Warranty Claims Resulting in NDF: "No Defect Found" or "NDF" means a Parts
whose function was suspect, but no specific fault was detected during Supplier's
performance of failure analysis. Buyer will reimburse Supplier the actual and
reasonable cost associated with NDF screening and in no event will such costs
exceed an amount equal to the Price paid by Buyer for such Services on the FRU.
3.4 Parts Warranty Claims
For all additional parts and FRU Parts note covered by section 3.3 (CSP
Warranty Claims), Supplier agrees to provide a warranty period of not less than
one hundred and eighty (180) days from parts delivery. In no case, will said
warranty be for a period less than that provided by Supplier to its most favored
customers. Supplier will provide Buyer all information necessary for Buyer to
entitle and redeem the warranty. In the event of an FRU warranty claim for FRUs
which are no longer available or required by Buyer, Supplier will credit or
refund Buyer at Buyer's option, an amount equal to the Price paid by Buyer to
purchase the parts. This does not apply to PM parts.
3.5 CSP and Parts Warranty Returned
Buyer will ship all FRU parts, parts, and deliverables returned as warranty
claims to Supplier as prepaid.
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Attachment C
Parts Support Services Statement of Work
4.0 INVOICES, PAYMENTS & TAXES
4.1 Invoices & Payments
Supplier will invoice Buyer upon shipment of FRUs or provision of Services.
Terms for payment on all invoices will be net thirty (30) days from receipt of
an acceptable invoice by Buyer, unless specified otherwise. Invoices to Buyer
must include, at a minimum, the following: (i) applicable PO line item numbers
(ii) SOW and PO #, (iii) terms of payment as stated above; (iv) billing period
dates; (v) applicable bill rates; (vi) other authorized expenses (e.g., business
travel); (vii) total amount invoiced.
4.2 Taxes and Duties
Supplier warrants that the Prices do not include sales, use or similar taxes
applied against the finished Parts sold to Buyer. Regardless of the delivery
term, Supplier will be responsible for all legal, regulatory and administrative
requirements, in addition to all associated duties and fees, associated with
importation of Parts into the country where the Parts is received by Buyer.
4.3 Routing & Invoicing Instruction
Supplier will comply with the Routing and Billing requirements as specified by
Buyer (hard copy only available upon request).
5.0 CONSIGNED MATERIALS
5.1 Title & Ownership of Consigned Materials
Buyer will retain title to Consigned Material during the entire period of Repair
by Supplier.
5.2 Care & Handling of Consigned Materials
Supplier will: (i) use Consigned Materials only in the performance of this SOW
and will not reuse or resell nor allow to be reused or resold any Consigned
Material without Buyer's prior written authorization; (ii) acknowledge receipt
of Consigned Materials within five (5) Calendar Days of receipt, to include
reporting any shortages or overages, by e-mailing or faxing Buyer's Consignment
Coordinator, such acknowledgment to include p/n, relevant WA and quantity (any
shortages not reported to Buyer's Consignment Coordinator within five (5)
Business Days of Supplier's receipt of the relevant packing list will be deemed
received by Supplier); (iii) immediately notify carrier and Buyer's Consignment
Coordinator of any Consigned Materials that exhibit external damage at the time
of delivery, document on carrier's freight bill such damage, and receive either
an inspection report or a letter from carrier stating that such inspection has
been waived; (iv) report to ensure Consigned Materials are not pledged or
encumbered and are not be removed from Supplier's location without Buyer's prior
written authorization, unless sold by Supplier in the regular course of business
and in accordance with the terms and conditions of this SOW; (v) permit Buyer to
inspect Consigned Materials at any time during normal business hours, at
Supplier's location and to remove any or all of the same if Buyer so desires;
(vi) maintain replacement cost insurance on Consigned Materials; (vii) upon
termination or expiration of this SOW, return Consigned Materials to Buyer
pursuant to Buyer's instructions and in the same condition as received by
Supplier; and (viii) make due settlement and payment, if not already made, for
any and all Consigned Materials not returned to Buyer or sold, stolen, stripped,
lost, damaged or unaccounted for; (ix) upon Buyer request, mark Consigned
Material in a manner acceptable to Buyer to indicate Buyer's ownership.
5.3 Risk of Loss of Consigned Materials
Supplier will reimburse Buyer for Consigned Materials that are stripped, stolen,
lost, damaged or unaccounted for. The calculations for reimbursement of
Consigned Materials is as follows: (i) for new Consigned Materials Supplier will
reimburse Buyer an amount equal to Buyer's then current Price for the Consigned
Materials; or (ii) for used Consigned Materials Supplier will reimburse Buyer an
amount equal to twenty-five percent (25%) of Buyer's weighted average cost per
piece.
5.4 Return of Consigned Materials
Supplier will provide a packing slip with all return shipments of Consigned
Materials to Buyer which specify Supplier's name, Buyer p/n being shipped,
quantity of each p/n being shipped, and the relevant WA number. In addition to
the above, the packing slip for Consigned Materials which are un-repairable will
also reference a return authorization number (such numbers are obtained by
contacting Buyer's Consignment Coordinator), provide a reason for return, and
will be shipped
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Attachment C
Parts Support Services Statement of Work
within five (5) Calendar Days after receiving Buyer's authorization. Buyer
reserves the right to perform periodic or annual inventory audits of Consigned
Materials, with prior notification to Supplier.
6.0 EMERGENCY & NON-EMERGENCY ORDERS
Note: For the first 30 days of this Agreement (the start-up period) IBM will
waive Supplier Performance Measurements.
6.1 Emergency Order Placement
Supplier will accept Emergency Orders during normal business hours on all
business days. In addition, for end-users that are entitled to 7x24 service
coverage, supplier will accept and respond to Emergency Orders from Buyer twenty
four (24) hours a day, each day of the year. Order confirmation time period
begins at the time of Order placement by Buyer. Normal coverage for these
Emergency Orders will be during normal business hours. Supplier will provide a
telephone service number for Emergency Order coverage during weekends, holidays
and/or off-shift hours. All Emergency Orders are to be responded to within the
time periods designated below. Buyer will place and Supplier will respond to all
Emergency Orders with Supplier via fax, EDI (or other electronic commerce
approach) and/or telephone, such Emergency Order to be confirmed by Buyer with a
written WA mailed or electronically transmitted to Supplier within two (2)
Calendar Days of WA placement. Supplier will acknowledge all Emergency Orders
back to Buyer via fax or telephone within the specified order confirmation time
periods stated below.
6.2 Emergency Order Work Authorizations
WAs will include Buyer's Purchase Order number, Buyer's part number, part number
description, quantity, unit Price, order type (short lead time, in the event a
short lead time order is placed, are orders with requested Delivery Dates in
less than the agreed to Lead Time), regular, Emergency Order with the following
codes: A-Alert, A/S, X and B, Delivery Date and ship to address.
6.3 Emergency Order Codes
Supplier will ship code A-Alert Orders for next Calendar Day, unless
specifically designated otherwise by Buyer, to arrive at the Buyer specified
receiving location. If requested by Buyer, Supplier will ship code A-Alert
Orders via "Next Flight Out" and "Air Charter" to arrive at Buyer's specified
receiving location on the same Day of the WA. Supplier will ship code A/S, X and
B Orders to arrive on the next Calendar Day at the Buyer specified receiving
location, subject to receipt of WA's from Buyer within a period reasonably
allowing Supplier to meet cutoff times established by the transportation
carriers.
- --------------------------------------------------------------------------------
EMERGENCY ORDER CODES
- --------------------------------------------------------------------------------
ORDER CLASSIFICATION CONFIRMATION TIME FRAMES TIME BETWEEN ORDER RECEIPT
AND SHIPMENT
- --------------------------------------------------------------------------------
PREMIUM A
- --------------------------------------------------------------------------------
Code A-Alert/S 1 HOUR Next Calendar Day or Same
Day Upon Requested
- --------------------------------------------------------------------------------
PREMIUM B
- --------------------------------------------------------------------------------
Code X and B 2 HOURS 24 HOURS
- --------------------------------------------------------------------------------
6.4 Emergency Order Delivery and Cancellation
Supplier will deliver Emergency Orders directly to the address specified in the
WA and in accordance with this SOW. Buyer may cancel the Emergency Order without
cost by contacting Supplier within the WA confirmation time frame.
6.5 Carrier Cutoffs for Emergency Orders
If the transportation carrier's cutoff time is missed because of Supplier's
negligence or omission, then shipment must be made to Buyer's specified
receiving location via the first available premium service for morning delivery
at Supplier's expense. If the transportation carrier's cutoff time is missed
because of a WA being placed by Buyer after the established cutoff times
provided by the transportation carriers, Supplier will inform Buyer as soon as
practicable and Buyer will determine if the Emergency Order being placed is
required for delivery in the morning of the next Day or any time during the next
Day.
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Attachment C
Parts Support Services Statement of Work
6.6 Non-Emergency Order Placement
Buyer will place and Supplier will respond to all Non-Emergency Orders placed
with Supplier thirty (30) Calendar Days or more, unless a shorter Lead Time is
specified hereunder, prior to the requested Delivery Date and in accordance with
this SOW.
6.7 Non-Emergency Order Delivery & Cancellation
Supplier will not deliver Parts more than ten (10) Calendar Days in advance of
scheduled delivery date, as stated in the applicable WA, unless agreed to
otherwise in writing by Buyer. WA's placed with Supplier may not be canceled or
changed (eg. the quantity modified) within thirty (30) Calendar Days (Frozen
Zone) of the scheduled Delivery Date. Supplier will evaluate all requests for
Delivery Date or quantity changes within the Frozen Zone and will advise Buyer
within five (5) Calendar Days after receipt of Buyer's request for change
whether or not such request are accepted. WA may be canceled, rescheduled or
otherwise modified more than thirty (30) Calendar Days prior to the scheduled
Delivery Date without any liability or cost to Buyer.
7.0 SUPPLIER PERFORMANCE AND MEASUREMENTS
7.1 Supplier Performance Criteria
Supplier's performance will be measured against the following criteria.
Supplier scores are calculated on a monthly basis and are used to compare to
other similarily situated suppliers and the awarding of business.
- -----------------------------------------------------------------------------------------------------------------------------
Criterion Target Point System
- -----------------------------------------------------------------------------------------------------------------------------
New Defective Rate Less than 2% No Points Applied
- -----------------------------------------------------------------------------------------------------------------------------
On Time Performance 95%
(rating includes average leadtime Ship Pts. Lt. Lend Time
factor of part in overall % Mos. Factor
performance) 98-100 8 1 1
95-97 7 2 0.95
(Ship Points x Lead Time Factor = 90-94 4 3 0.9
total On Time Performance Rating) 85-89 2 4 0.85
80-84 0 5 0.8
less than 80 -2 6 0.75
less than 70 -4 7 0.7
- -----------------------------------------------------------------------------------------------------------------------------
Past Due Orders 0
(shipment received greater than 30 30 + Days Points
days after) less than 1 0
1-5 -1
5-10 -2
10-20 -3
greater than 20 -4
-----------------------------------------------------------------------------------------------------------------------------
Emergency Order 70% Objective Points
(tracks number of orders in a 70-100 3
given month that exceed target by 65-69 2
calculating percentage of orders 60-64 1
filled against orders placed) less than 60 0
- -----------------------------------------------------------------------------------------------------------------------------
Inbound Quality 98% Inbound Points
(tracks quality of shipments Quality
received ie. missing packing 100 3
slip, wrong part etc) 95-99 2
90-94 1
less than 90 -1
-----------------------------------------------------------------------------------------------------------------------------
Early Shipments Less than $200 Avg. $ Impact Points
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Parts Support Services Statement of Work
- -----------------------------------------------------------------------------------------------------------------------------
Criterion Target Point System
- -----------------------------------------------------------------------------------------------------------------------------
(compares delivery date versus $ (or local currency equivalent) impact Avg. $ Impact Points
actual request date) for delivery prior to 10 days before 0-200 0
actual date due 200-500 -1
501-1000 -2
Greater Than 1000 -3
-----------------------------------------------------------------------------------------------------------------------------
7.2 Unsatisfactory Performance Review
In any calendar month in which Supplier fails to meet the Performance
Crieria specified in this Section of the SOW, Supplier will respond to Buyer
with an agreed upon action plan within five (5) Days of notification by Buyer
demonstrating its ability to achieve the required measurements. Supplier's
failure to successfully execute an action plan within an agreed upon time frame,
may result in substantial or complete reduction of new business awards from
Buyer.
8.0 COMMUNICATIONS
All communications between the parties will be carried out through the
following designated coordinators:
- ------------------------------------------------------------------------------------------------------------------
Business Coordinators
- ------------------------------------------------------------------------------------------------------------------
FOR SUPPLIER FOR BUYER
- ------------------------------------------------------------------------------------------------------------------
Name Dan Hartung Name Mike Hickey
Title Logistics/Purchasing Manager Title Project Manager
Address One Magnum Pass, Mobile AL 36618 Address One Mack Drive, Mack Center II,
Paramus, NJ 07653
Phone 334-634-7464 Phone 201-967-6421
Fax 334-633-3145 Fax 201-848-5553
Email dan_hartung@nfs>qms.com Email mhickey@us.ibm.com
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Legal Coordinators
- ------------------------------------------------------------------------------------------------------------------
FOR SUPPLIER FOR BUYER
- ------------------------------------------------------------------------------------------------------------------
Name Dan Hartung Name Mike Hickey
Title Logistics/Purchasing Manager Title Project Manager
Address One Magnum Pass, Mobile AL 36618 Address One Mack Drive, Mack Center II,
Paramus, NJ 07653
Phone 334-634-7464 Phone 201-967-6421
Fax 334-633-3145 Fax 201-848-5553
Email dan_hartung@nfs>qms.com Email mhickey@us.ibm.com
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Technical Coordinators
- ------------------------------------------------------------------------------------------------------------------
FOR SUPPLIER FOR BUYER
- ------------------------------------------------------------------------------------------------------------------
Name Dan Hartung Name Mike Hickey
Title Logistics/Purchasing Manager Title Project Manager
Address One Magnum Pass, Mobile AL 36618 Address One Mack Drive, Mack Center II,
Paramus, NJ 07653
Phone 334-634-7464 Phone 201-967-6421
Fax 334-633-3145 Fax 201-848-5553
Email dan_hartung@nfs>qms.com Email mhickey@us.ibm.com
- ------------------------------------------------------------------------------------------------------------------
9.0 ELECTRONIC COMMERCE
Unless previously submitted by Supplier, in order to initiate electronic
transfer of payments associated with this SOW, Supplier will complete the
attached form entitled "Authorization for Electronic Funds Transfer" and fax the
completed form to Accounts Payable at the number included on the form.
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Attachment C
Parts Support Services Statement of Work
Unless previously submitted by Supplier, in order to initiate electronic
transfer of payments associated with this SOW, Supplier will provide the
required information in the attachment entitled "Electronic Funds Transfer."
10.0
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
By: /s/ James N. Fox January 5, 2000 By: /s/ Edward E. Lucente
- ------------------------------------------------------- -------------------------------------------------------
Buyer Signature Date Supplier Signature Date
James N. Fox Edward E. Lucente
- ------------------------------------------------------- -------------------------------------------------------
Printed Name Printed Name
Vice President, Availability Services Chairman
- ------------------------------------------------------- -------------------------------------------------------
Title & Organization Title & Organization
- ------------------------------------------------------- -------------------------------------------------------
Buyer Address: 6300 Diagonal Highway Supplier Address: One Magnum Pass
Boulder, CO 80301 Mobile, Alabama 36618
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Attachment C
Parts Support Services Statement of Work
International Business Machines Corporation
1701 North St.
Endicott, NY 13760
AUTHORIZATION FOR ELECTRONIC FUNDS TRANSFER
You hereby authorize IBM to initiate credit entries to the account listed below
in connection with agreed upon Electronic Data Interchange (EDI) transactions
between our companies. You agree that such transactions will be governed by the
National Automated Clearing House Association rules. This authority is to remain
in effect until IBM has received written notification of termination in such
time and such manner as to afford IBM a reasonable opportunity to act on it. IN
NO EVENT SHALL IBM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES AS A RESULT OF THE DELAY, OMISSION OR ERROR OF AN
ELECTRONIC CREDIT ENTRY, EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. This Agreement shall be governed by the laws of the State of New York.
Trading Partner Name ____________________________________________
Payment Remit Address ____________________________________________
in the event a paper
check needs to be sent ____________________________________________
City, State ______________________________ ZIP _________
Account Payee (If different than above) _______________________________
Address _________________________________________
_________________________________________
City, State ___________________________ ZIP _________
EFT Domestic Banking Institution ________________________________________
Contact Name / Title _________________________________________
Contact Phone Number _________________________________________
Address _________________________________________
_________________________________________
City, State ___________________________ ZIP _________
Account Number ______________________________ (MAX 17)
Bank Routing / Transit Cd ______________________________ (MAX 9)
Remit Advice Option _____ 1 _______________________________________
_____ 2 DUNS# / UserID + Acct# - See Attachment
Tax ID Number __________________________________
By ______________________________________________________
authorized signature
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Attachment C
Parts Support Services Statement of Work
Name ______________________________________________________
Title ______________________________________________________
Phone Number ______________________________________________________
Date _____ / _____ / _____
Fax completed form to Accounts Payable: FAX No. (607) 755-6124
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ASSIGNMENT OF CONTRACTS
-----------------------
THIS ASSIGNMENT OF CONTRACTS is executed and delivered by and between QMS,
Inc. ("Assignor"), and International Business Machines Corporation ("Assignee");
WITNESSETH:
----------
WHEREAS, Assignor is a party to certain contracts listed on Exhibit A
---------
hereto, which contracts relate to the operation of its non-warranty product
service business (the "Contracts");
WHEREAS, Assignee desires to purchase from Assignor, and Assignor desires
to sell and assign, as specified hereinbelow, to Assignee, the Contracts and all
amendments thereto and all of Assignor's right, title and interest therein;
NOW, THEREFORE, in consideration of the premises and the agreements and
covenants herein set forth, together with other good and valuable consideration
on this day paid and delivered by Assignee to Assignor, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby ASSIGN,
TRANSFER, SET OVER, DELIVER AND CONVEY unto Assignee the Contracts and all of
the rights, benefits and privileges of the Assignor thereunder, but subject to
all terms, conditions, reservations and limitations set forth in the Contracts.
TO HAVE AND TO HOLD the same, all and singular unto Assignee and Assignee's
heirs, successors and assigns, forever.
1. It is specifically agreed that Assignor shall not be responsible to any
of the parties to the Contracts for the discharge and performance of any duties
and obligations to be performed and/or discharged by Assignor thereunder after
the date hereof. By accepting this Assignment of Contracts and by his execution
hereof, Assignee hereby assumes and agrees to perform all of the terms,
covenants and conditions of the Contracts on the part of Assignor heretofore
therein required to be performed, from and after the date hereof.
2. All of the covenants, terms and conditions set forth herein shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment of
Contracts to be executed and delivered this 5th day of January, 2000.
ASSIGNOR:
QMS, Inc.
/s/ Edward E. Lucente
--------------------------------------------
By: Edward E. Lucente
As its Chairman
ASSIGNEE:
International Business Machines Corporation
/s/ James N. Fox
--------------------------------------------
By: James N. Fox
As its Vice President, Availability Services
EXHIBIT A
List of Contracts