EXHIBIT 10.6
AMENDMENT NO. 2
This Amendment ("Amendment") by and between Cisco Systems, Inc.,
("Cisco") a California corporation having its principal place of business at 170
West Tasman Drive, San Jose, CA, 95134, and Internetwork Experts, Inc.
("Integrator"), a Texas corporation having its principal place of business at
15960 Midway Road, Suite 101, Addison, Texas 75001 is entered into as of the
date last written below (the "Effective Date").
WHEREAS, Cisco and Integrator have previously entered into the Systems
Integrator Agreement dated November 13, 2001, as amended ("Agreement"), and
NOW WHEREFORE, the parties agree to amend the Agreement as follows:
1). The term of the Agreement is extended until November 12, 2003.
If the Agreement shall have expired prior to the Amendment Date, any
orders received and Products purchased between the date of expiration
and the Amendment Date shall be in all respects deemed made under the
Agreement as in effect prior to this Agreement.
2). Section 1, "Definitions" shall be modified as follows:
a). The definition of Added Value is hereby deleted in its
entirety and replaced by the following:
Added Value is the non-Cisco component portion of Integrator's
total solution, which Integrator provides to End User.
Examples of Added Value are pre- and post-sales network
design, configuration, trouble-shooting, and support and the
sale of complementary products and services that comprise a
significant portion of the total revenues received by
Integrator from an End User of Cisco Products. Integrator
acknowledges that the neither providing financing options to
End Users nor providing network services to End Users
constitute Added Value. Integrator further acknowledges that
telesales, catalog sales, and sales over the Internet do not
include Added Value if inbound communications from the
prospective End User purchaser were prompted by something
other than a face-to-face interaction between Integrator's
sales representative and such prospective End User.
b). The definition of Price List is hereby deleted in its entirety
and replaced by the following:
Price List is Cisco's published United States dollar global
price list.
3). Section 3, "Multinational Deployment Policy" has been deleted in its
entirety and replaced with the following:
3.0 This section intentionally omitted.
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4). The following shall be added at the end of Section 4.0 "Prices":
4.5 Cisco and Integrator may agree that Cisco will provide special
pricing to Integrator for Integrator's Resale to one or more
specific End Users. Any such agreement must be in writing, and
must specify a fixed time period during which such special
pricing shall be provided. If no time limit is specified in
the written agreement, the time period shall be ninety (90)
days from the effective date of the written agreement
regarding special pricing. If Cisco provides Integrator with
such special pricing and subsequently determines that
Integrator has Resold Products or Services purchased with such
special pricing to End Users other than the End User
identified in the written agreement, then Cisco may, in
addition to all of its other rights and remedies, all of which
are reserved, (a) invoice Integrator for the difference
between such additional discount arid Integrator's
then-current resale discount as set forth in Exhibit B; (b)
audit Integrator's purchases pursuant to Section 15.0
("Audit") and invoice Integrator for all reasonable costs
incurred by Cisco in its performance of the Audit; (c) suspend
Integrator's access to price deviations and other Cisco sales
and marketing programs; (d) suspend shipments to Integrator;
and/or (e) terminate this Agreement pursuant to sub-subsection
13.4.2.
5). Subsections 10.1 and 10.2, in "Limited Warranty" has been deleted in
its entirety and replaced with the following:
10.1 Cisco Products are provided with written limited warranties.
Integrator will pass through to End Users all written limited
warranties provided by Cisco with Products or Services
purchased by Integrator.
10.2 Notwithstanding any other provision hereof, Cisco's sole and
exclusive warranty and obligation with respect to the Products
sold hereunder are set forth in Cisco's Limited Warranty
Statement delivered with the Product or Service. INTEGRATOR
SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR
ORAL, ON CISCO'S BEHALF. Integrator shall indemnity Cisco for
any warranties made in addition to Cisco's standard warranty
and for any misrepresentation of Cisco's reputation or Cisco's
Products or Services.
6). Sub section 12.4, in "Confidential Information" has been deleted in its
entirety and replaced with the following:
12.4 The obligations of confidentiality set forth herein shall not
apply to information which (a) has entered the public domain
except where such entry is the result of Integrator's breach
of this Agreement; (b) prior to disclosure hereunder was
already rightfully in Integrator's possession; (c) subsequent
to disclosure hereunder is obtained by Integrator on a
nonconfidential basis from a third party who has the right to
disclose such information to the Integrator; or (d) which
Integrator is required to produce pursuant to a court order or
administrative subpoena, provided that Integrator shall notify
Cisco of its receipt of such order or
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subpoena prior to disclosure and provide Cisco an opportunity
to protect its interest in the confidentiality of the
information to be produced in response. Neither party shall
disclose, advertise, or publish the terms and conditions of
this Agreement without the prior written consent of the other
party. Any press release or publication regarding this
Agreement is subject to prior review and written approval of
the parties.
7). Subsection 13.3, in "Patent and Copyright Infringement" has been
deleted in its entirety and replaced with the following:
13.3 Notwithstanding the foregoing, Cisco has no liability for, and
Integrator will indemnify Cisco against, any claim based upon:
(a) the combination, operation, or use of any Product supplied
hereunder with, equipment, devices, or software not supplied
by Cisco; (b) services offered or used by Integrator or any
end user to which Integrator transfers Products through
operation of the Products or the revenue received by
Integrator or such end user from its services; (c) alteration
or modification of any Product supplied hereunder; or (d)
Cisco's compliance with Integrator's designs, specifications,
or instructions.
8). Section 16, "Audit" is hereby deleted in its entirety and replaced with
the following:
Integrator shall keep full, true, and accurate records and accounts, in
accordance with generally-accepted accounting principles, of each
Product and Service purchased and deployed, resold, or distributed,
including information regarding compliance with Cisco marketing and
sales programs, Software usage, and export or transfer. Integrator
shall make these records available for audit by Cisco upon fifteen (15)
days prior written notice, during regular business hours, at
Integrator's principal place of business or such other of Integrator's
location where Integrator may maintain relevant records. In the event
Cisco requires information from an End User to which Integrator asserts
it has Resold Cisco Products or Services, Integrator agrees to use all
reasonable efforts to assist Cisco to obtain such information.
9). Section 17, "Use, Export, Re-Export, & Transfer Controls" is hereby
deleted in its entirety and replaced with the following:
The Products and Technology or direct products thereof (hereafter
referred to as Products and Technology), supplied by Cisco under the
Contract are subject to export controls under the laws and regulations
of the United States (U.S.). Integrator shall comply with such laws and
regulations governing use, export, re-export, and transfer of Cisco
Products and Technology and will obtain all required U.S. and local
authorizations, permits, or licenses. Cisco and Integrator each agree
to provide the other information, support documents, and assistance as
may reasonably be required by the other in connection with securing
authorizations or licenses.
Information regarding compliance with U.S. use, export, re-export, and
transfer laws may be located at the following URL:
http://www.cisco.com/wwl/export/compliance _provision.html. Cisco
warrants the accuracy of data pertaining to Military
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End-Use/Users Prohibitions; Prohibited Territories; Sanctioned &
Embargoed Entities; and Nuclear, Missile, and Chemical/Biological
Weapon Proliferation Control Initiative.
Integrator's obligation under this clause shall survive the expiration
or termination of the Contract.
10). Section 21, "Limitation of Liability" is hereby deleted in its entirety
and replaced with the following:
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO AND ITS
SUPPLIERS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE
LIMITED TO THE MONEY PAID BY INTEGRATOR (INCLUDING, IF APPLICABLE, ITS
AFFILIATES) TO CISCO UNDER THIS AGREEMENT DURING THE SIX (6) MONTH
PERIOD PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER
INCIDENT. IN THE EVENT THAT INTEGRATOR'S AFFILIATES ARE PERMITTED TO
PURCHASE PRODUCTS UNDER THIS AGREEMENT, THIS LIMITATION OF LIABILITY
SHALL BE DEEMED TO BE AN AGGREGATE LIMITATION OF LIABILITY AS TO
INTEGRATOR AND ALL AFFILIATES.
11). Subsection 24.7, in "General" is hereby deleted in its entirety and
replaced with the following:
24.7 SURVIVAL. Sections 4.0, 7.0, 9.0, 10.0, 11.0, 12.0, 13.0,
14.0, 16.0, 17.0, 18.0, 20.0, 22.0, 24.0 and the license to
use the Software set out in Section 9.0 and Exhibit S (subject
to the termination provisions set forth in Exhibit S) shall
survive the expiration or termination of this Agreement.
12). Exhibit C, Cisco Brand Services Resale Exhibit, is hereby deleted in
its entirety and replaced with the attached Exhibit C-1.
13). All other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the last date which is written below.
CISCO SYSTEMS, INC. INTERNETWORK EXPERTS, INC.
By: /s/ Gregg Whitney By: /s/ Paul Klotz
---------------------- ----------------------
(Authorized Signature) (Authorized Signature)
Name: Gregg Whitney, for Rick Timmins Name: Paul Klotz
Title: Director, Finance Title: Chief Operating Officer
Date: November 21, 2002 Date: November 12, 2002
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EXHIBIT C-1
CISCO BRAND SERVICES RESALE EXHIBIT
This Support Exhibit ("Exhibit") supplements the Agreement and all the
terms and conditions of the Agreement apply to this Exhibit; provided, that to
the extent there is a conflict between the Agreement and this Exhibit, the terms
of this Exhibit shall take precedence over the terms and conditions of the
Agreement with regard to the subject matter described herein.
1. DEFINITIONS.
1.1 "Bug Fix" means an error correction, patch or workaround for
the Software which Cisco provides to Distributor.
1.2 "CCO" means Cisco Connection Online, Cisco's online
information web server.
1.3 "Distributor" means an authorized, non-exclusive distributor
of Products and Services, having executed a two-tier
distribution agreement with Cisco.
1.4 "Equipment Schedule" means the approved Cisco-provided list of
Product covered under each End User's Support Agreement, where
applicable.
1.5 "First Call" means the initial call made by the End User when
requesting assistance with Product.
1.6 "Other Product" means Product which an End User acquired from
sources other than Integrator.
1.7 "Other Services" means additional Cisco brand services listed
in Attachment 1, identified as Other Services, which are
available for resell to End User.
1.8 "Services" mean the core Cisco brand services listed in
Attachment 1 which are available for resell to End User.
1.9 "Support Agreement" means the then-current agreement for the
Services.
2. SCOPE. The support hereunder is intended for Integrators which do not
support End Users under their own brand of service. Integrator, in lieu
of providing service directly, will resell Cisco brand Services to be
delivered directly by Cisco to the End User as described herein.
3. CISCO RIGHTS AND OBLIGATIONS. For each End User to which Integrator
resells Cisco brand services, Cisco will provide, in accordance with
the following terms and conditions, Services directly to Integrator's
End User as described herein.
3.1 CCO Access. Cisco will provide an appropriate level of partner
access to CCO. This system provides Integrator with technical
and general information on Products.
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3.2 Warranty. For the duration of the Cisco warranty period, Cisco
will provide Bug Fixes and Hardware replacement service to
Integrator as follows:
3.2.1 Bug Fixes.
3.2.1.1 When required, Cisco will provide new
Software to Integrator to correct a problem,
or provide a network-bootable Software
image, as determined by Cisco.
3.2.1.2 Distribution Rights. Cisco grants Integrator
the right to distribute Bug Fixes to its End
Users provided the End User is currently
licensed to use the Software.
3.2.2 Hardware Support. Cisco will replace Product in
accordance with the warranty terms set forth in the
published Product warranty provided with the original
Product.
3.3 Resale of Services.
3.3.1 Service Availability. Cisco will make the Services
listed in Attachment 1 to this Exhibit available to
Integrator to resale to Integrator's End Users.
Services are subject to the availability limitations
specified in Attachment 1.
3.3.2 Resale Options. Cisco provides two means of reselling
Cisco brand services to End Users, a partner managed
option and a pass through option as described below.
3.3.2.1 Partner Managed. Under this option,
Integrator may take the First Call from the
End User and may open a case with Cisco on
behalf of the End User using End User's
Support Agreement number. At all times the
End User has the option of calling Cisco
directly for support. In addition,
Integrator may request email notification
whereby Cisco notifies Integrator of End
User activity with Cisco.
3.3.2.2 Pass Through. Under this option, all
interaction is solely between Cisco and the
End User. The End User calls and open cases
directly with Cisco.
3.3.2.3 Option Selection. Integrator must choose
either the partner managed or pass through
option on the Cisco Support Resale Form
(Attachment 2). If Integrator does not
select an option, Cisco will assume the pass
through option applies.
3.4 Support Agreements. Support will be provided to End Users
pursuant to a Support Agreement between Cisco and End User.
The Support Agreements to be
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used are provided by Cisco. Notwithstanding anything to the
contrary, nothing in this Exhibit shall require Cisco to
execute a Support Agreement with an End User.
3.4.1 Prior to commencing Services for an End User, Cisco
must receive the documents specified in Section 4.1.2
of this Exhibit whereupon Cisco will:
3.4.1.1 Validate Product model and serial numbers.
3.4.1.2 Confirm by executing and returning the
Support Agreement, and providing an
Equipment Schedule (excluding charges) and
the Support Agreement number to the End
User.
3.4.1.3 Provide a copy of the Equipment Schedule
(including charges) and Support Agreement
number to Integrator.
4. INTEGRATOR RIGHTS AND OBLIGATIONS.
4.1 Resale of Services. Subject to the terms and conditions of
this Exhibit, Integrator is authorized on a non-exclusive
basis to resell the Services to End Users, according to the
following process:
4.1.1 Integrator resells the Services to an End User,
providing the End User with a copy of the relevant
Support Agreement for review and signature.
Integrator may not make any modification(s) to the
Support Agreement.
4.1.2 Cisco requires the following documents from
Integrator prior to commencing Services to End Users:
4.1.2.1 Completion and submission of a Resale Form
(Attachment 2 to this Exhibit).
4.1.2.2 Signed Support Agreement by the End User
sent to the following address: Cisco
Systems, Inc., Service Business Operations
(Contracts)/Customer Advocacy, 170 West
Tasman Drive, San Jose, CA 95134
4.1.2.3 Valid purchase order for the applicable
service price from Integrator.
4.1.2.4 Completed Letter of Assurance, a copy of
which is provided with the Support Agreement
when applicable.
4.1.2.5 Integrator's submission of incomplete or
incorrect documents, including unauthorized
modifications to a Support Agreement, will
delay execution and return of the Support
Agreement.
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4.1.3 Renewal of Support Agreements. The End User's Support
Agreement will be renewed according to whether the
pass through or the partner managed option has been
selected by Integrator as follows:
4.1.3.1 Partner Managed. Under the partner managed
option, Cisco renews the Support Agreement
through Integrator. Forty five (45) days
prior to renewing the Equipment Schedule to
the Support Agreement, Cisco will send a
renewal notice to Integrator. Upon receipt
of Cisco's notice of renewal of the
Equipment Schedule for the End User,
Integrator will forward to Cisco either (i)
the completed renewal with purchase order or
(ii) notice of cancellation. If renewal or
notice of cancellation is not received by
Cisco by the renewal date of the Equipment
Schedule, Cisco reserves the right to renew
directly with the End User.
4.1.3.2 Pass Through. Under the pass through option,
Cisco will renew all Support Agreements
directly with the End User. Integrator is
not involved in the renewal of Service
delivered through the pass through option.
4.1.4 Responsibilities Under Partner Managed Option.
4.1.4.1 All calls opened by Integrator on behalf of
the End User shall be handled and escalated
in accordance with the Cisco's Problem
Prioritization and Escalation Guideline
(Appendix A).
4.1.4.2 Equipment Schedule.
4.1.4.2.1 For all Services, Product covered
under an End User's Support
Agreement is listed in the
Equipment Schedule(s).
4.1.4.2.2 Integrator must provide thirty
(30) days notice of requested
addition(s) to the Equipment
Schedule. In addition, thirty (30)
days notice is required for
Product relocations and service
level/Product configuration
changes, where applicable. For
Product on the Equipment Schedule
which End User has moved to a new
location, Integrator will notify
Cisco in writing (i.e.. facsimile,
electronic mail or using CCO).
4.1.4.2.3 The Equipment Schedule may be
revised for new Product, service
level upgrades and Product
configuration changes by
Integrator's purchase order
requesting such revisions and
Cisco's acceptance thereof (based
on availability). For
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changes, Cisco will charge the
pro-rated difference from when the
change is requested to the end of
the impacted Equipment Schedule's
term.
4.2 Warranty Service.
4.2.1 Integrator shall provide to its End Users, at no
charge, all warranty service for a minimum of the
warranty period set forth in the published Product
warranty provided with the original Product. Warranty
shall commence upon shipment to the End User.
Warranty service consists of the following Software
and Hardware replacement services:
4.2.1.1 Integrator will distribute Bug Fixes to the
End User during the warranty period.
4.2.1.2 Integrator will meet the replacement
obligations as set forth in the then-current
published Product warranty applicable to the
particular Product sold to the End User.
4.2.2 Returns Coordination. For Product returned to Cisco
for replacement under warranty, Integrator will
comply with the following:
4.2.2.1 Coordinate the return of all failed parts,
freight and insurance prepaid, to the Cisco
designated location. For Product that has
been advance replaced pursuant to the
Product warranty terms, Integrator shall
return failed/defective Product within ten
(10) days of receipt of the replacement
Product; otherwise, Product will be invoiced
to Integrator at the then current list
price.
4.2.2.2 Comply with the following RMA procedure:
4.2.2.2.1 Ensure all Products are properly
packaged prior to being shipped,
and will include a written
description of the failure and
specification of any changes or
alterations made to the Product.
Product returned to Cisco will
conform in quantity and serial
number to the RMA request.
4.2.2.2.2 Tag each Product returned with the
RMA transaction number and a brief
description of the problem.
4.3 Unsupported End User List. Integrator must provide information
on all End Users who have purchased Product from Integrator
without also purchasing Services. Each quarter, Cisco will
provide a report identifying the model types and serial
numbers of Product purchased by Integrator for which the
following information is required: End User name, address and
phone number. Integrator will complete
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and return this information to Cisco no later than twenty (20)
business days from the date the report is provided to
Integrator.
5. PRICE AND PAYMENT TERMS.
5.1 Discount for Initial Term. For the initial term of the
Equipment Schedule(s) to the Support Agreement, the price of
Services to Integrator is the then-current service list price
less the applicable discount based on Integrator's penetration
rate calculated as follows:
5.1.1 Determination of Service Penetration Rate. Service
penetration rate is calculated by Integrator's total
number of Products covered by Cisco brand services
(per Attachment 1) as a percentage of the total
number of Products purchased over the most recent
period of twelve (12) full calendar months.
Penetration Rate Discount
- ---------------- --------
0% - 35% 10%
36% - 55% 15%
56% - 74% 20%
75%+ 25%
5.1.2 Cisco will review Integrator's service sales
penetration rate at the time the Integrator renews
the Agreement with Cisco and at six month intervals
during the term of the Agreement. Cisco reserves the
right to adjust Integrator's resale discount at the
time of review. Any adjustment to the resale discount
will be communicated in writing to the Integrator by
Cisco.
5.1.3 Integrator must have purchased Product for a minimum
of twelve months in order to determine the
penetration rate. If Integrator has less than twelve
months of Product purchases, Integrator's discount
will be ten percent (10%).
5.1.4 Integrator's discount on Services shall be determined
by calculating the rate of Services penetration based
on the total amount of Product purchased by
Integrator from Cisco plus the total amount of
Product purchased by Integrator from Distributor(s).
5.2 Upon renewal of the Equipment Schedule(s), the discount will
be as follows: Under the partner-managed resale option, the
discount shall be the corresponding discount associated with
the Penetration Rate. Under the pass through option,
Integrator will not receive a discount as Cisco renews
directly with End User.
5.3 The discounts listed above do not apply when Integrator
resells Cisco brand services for Other Product. Integrator
discount for Other Product shall be fifteen percent (15%).
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5.4 The discounts listed above do not apply when Integrator
resells Other Services. Integrator Discount for Other Services
shall be fifteen (15%) percent.
5.5 All Services are invoiced annually in advance, payable thirty
(30) days from the invoice date in U.S. Dollars unless
otherwise agreed to in the Agreement.
5.6 All prices in the Equipment Schedule(s) are exclusive of any
taxes and duties which, if applicable, shall be paid by
Integrator. Applicable taxes are billed as a separate item. In
addition, the following items will be billed to Integrator:
time and material fees and Product list price of replaced
Product not returned pursuant to the terms of End User's
Support Agreement.
5.7 This Agreement may be terminated by Cisco and/or Cisco may
suspend its performance immediately upon Notice it (i)
Integrator does not provide the Unsupported End User List
pursuant to Section 4.3 within thirty (30) days after the end
of the previous quarter and after Notice from Cisco or (ii)
Integrator fails to pay for the Services when due and fails to
make such payment within fifteen (15) days after Notice from
Cisco of such past due payment. Notwithstanding the above,
Cisco shall have the right to seek payment for Services
directly from the End User in the event Integrator does not
remit payment to Cisco pursuant to the payment terms.
5.8 Integrator is free to determine its resale prices
unilaterally. Integrator understands that neither Cisco, nor
any employee or representative of Cisco, may give any special
treatment (favorable or unfavorable) to Integrator as a result
of Integrator's selection of resale prices. No employee or
representative of Cisco or anyone else has any authority to
specify what Integrator's resale prices for the Services must
be, or to inhibit in any way, Integrator's pricing discretion
with respect to the Services.
5.9 Support for Other Product. Integrator may support Other
Product under the following conditions: Integrator provides
Cisco (i) a request to support Other Product and (ii) a letter
from the End User including a request for Service from the
Integrator and a list of the Product(s) and serial number(s)
to be supported.
6. GENERAL.
6.1 Entitlement. Integrator acknowledges that an End User is
entitled to receive support services only on Product for which
Integrator has paid the applicable support fees. Integrator
agrees to assist Cisco with enforcement of End User
entitlement as necessary.
6.2 Disclosure of Contract Information. Integrator acknowledges
and agrees that in no event shall any of the information
contained in this Exhibit or Integrator's Agreement number be
disclosed to any third party.
6.3 Representations and Warranties. Integrator shall not make any
representations or warranties on behalf of Cisco, except as
expressly authorized herein or as
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expressly authorized by Cisco in writing. Neither Integrator
nor Cisco will make any obligation to End Users on behalf of
the other, nor commit the resources of the other to End Users.
6.4 Independent Contractors. The relationship of Cisco and
Integrator established by this Exhibit is that of independent
contractors, and nothing contained in this Exhibit shall be
construed to (i) give either party the power to direct and
control the day-to-day activities of the other, (ii)
constitute the parties as joint venturers, co-owners or
otherwise as participants in a joint or common undertaking, or
(iii) allow Integrator to create or assume any obligation on
behalf of Cisco for any purpose whatsoever. All financial
obligations associated with Integrator's business are the sole
responsibility of Integrator. All sales and other agreements
between Integrator and its End Users are Integrator's
exclusive responsibility and shall have no effect on
Integrator's obligations under this Agreement. Integrator
shall be solely responsible for, and shall indemnity and hold
Cisco free and harmless from, any and all claims, damages or
lawsuits (including Cisco's attorneys' fees) arising out of
the acts of Integrator, its employees or its agents.
6.5 Indemnification. Integrator hereby indemnifies and holds Cisco
harmless from any claim, loss, damage or expense, including
reasonable court costs and attorney's fees, resulting from any
claim made by End User against Cisco hereunder under claim of
a third party beneficiary or otherwise. This shall not limit
Cisco's obligations, subject to the terms and conditions of
this Agreement, to provide the Services described herein.
Page 12 of 17
ATTACHMENT 1 TO EXHIBIT D
SERVICES AVAILABILITY
SERVICE DISCOUNT AVAILABILITY
------- -------- ------------
SMARTnet 8x8xNext Business Day ("NBD") 10%-25%(3) Please confirm via the service locator tool located
SMARTnet 8x5x4(1) in the Service Contract Center (SCC) at
SMARTnet 24x7x4(1) http://www.cisco.com/public/scc/
SMARTnet Onsite 8x5xNBD
SMARTnet Onsite 8x5x4(1, 2)
SMARTnet Onsite 24x7-4(1,2)
Software Application Services ("SAS")
Software Application Services with Updates
("SASU")
OTHER SERVICE DISCOUNT AVAILABILITY
------------- -------- ------------
Focused Technical Support/Network 15% Please confirm via the service locator tool located
Optimization Support (FTS/NOS) - in the Service Contract Center (SCC) at
configuration as selected by Customer and further http://www.cisco.com/public/scc/
detailed on Purchase Order
Technology Application Support (TAS) - 15%
configuration as selected by Customer and further
detailed on Purchase Order
Total Implementation Services (TIS) 15%
A current list of Services is provided above. List may be updated from
time to time.
Current information is available upon request.
1. Availability is restricted to within one hundred (100) miles of a parts
depot.
2. Availability is restricted to within fifty (50) miles of an authorized
service location.
3. SMARTnet, SMARTnet O/S, SAS and SASU discounts are based on a penetration
rate, resulting in a discount calculated between 10% and 25%.
Page 13 of 17
ATTACHMENT 2 TO EXHIBIT D
CISCO SUPPORT RESALE FORM
This form MUST be completed by Integrator for each order to resell Cisco brand
Services to End Users.
COMPLETION OF THIS FORM WILL ENSURE:
- Integrators receive the appropriate discounts.
- Integrator's End Users receive the entitled level of service
and support.
- Partner Notification e-mail is set up for Integrator.
STEP 1 - SELECT RESALE OPTION
[ ] PASS-THROUGH OPTION: Cisco delivers support, Cisco renews direct
with End User.
[ ] PARTNER MANAGED OPTION: Cisco delivers support, Integrator manages
renewal, Integrator first call optional,
Partner Notification optional.
STEP 2 - COMPLETE INTEGRATOR BILLING INFORMATION. (required for both resale
options)
INTEGRATOR: Name and Billing Address (as they appear on Purchase Order): [ ] SAME AS SALES ORDER BILL-TO
Name: _________________________________________________________________________________________________________
Address: _________________________________________________________________________________________________________
City/State: _________________________________________________________________________________________________________
Country: _________________________________________________________________________________________________________
Postal Code: _________________________________________________________________________________________________________
Contact/
Phone No.: _________________________________________________________________________________________________________
Channel Certification Level: _________________________________________________________________________________________
PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS (for Partner Managed Option)
Address or Alias:__________________________ (i.e. Integrator_TAC@Integrator.com)
Required if you would like to receive automatic notification of End User
activity with Cisco on this Support Agreement.
STEP 3 - COMPLETE END USER BILLING INFORMATION . (required for pass-through
option only)
END USER: Name and Billing Address (as they appear on Purchase Order): [ ] SAME AS SALES ORDER BILL-TO
Name: _________________________________________________________________________________________________________
Address: _________________________________________________________________________________________________________
City/State: _________________________________________________________________________________________________________
Country: _________________________________________________________________________________________________________
Postal Code: _________________________________________________________________________________________________________
Contact/Phone No.: ___________________________________________________________________________________________________
STEP 4 - COMPLETE COVERAGE TYPE, SITE DETAILS AND EXISTING CONTRACT INFORMATION
(required for both resale options)
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4 [ ] SASU
[ ] SMARTnet Onsite 8x5xNBD [ ] SMARTnet Onsite 8x5x4 [ ] SMARTnet onsite 24x7-4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code: END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
Page 14 of 17
ADDITIONAL SITES WORKSHEET
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4 [ ] SASU
[ ] SMARTnet Onsite 8x5xNBD [ ] SMARTnet Onsite 8x5x4 [ ] SMARTnet onsite 24x7-4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code: END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4 [ ] SASU
[ ] SMARTnet Onsite 8x5xNBD [ ] SMARTnet Onsite 8x5x4 [ ] SMARTnet onsite 24x7-4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code: END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4 [ ] SASU
[ ] SMARTnet Onsite 8x5xNBD [ ] SMARTnet Onsite 8x5x4 [ ] SMARTnet onsite 24x7-4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code: END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4 [ ] SASU
[ ] SMARTnet Onsite 8x5xNBD [ ] SMARTnet Onsite 8x5x4 [ ] SMARTnet onsite 24x7-4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code: END USER EXISTING SUPPORT AGREEMENT NUMBER:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
Page 15 of 17
APPENDIX A
CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE
To ensure that all problems are reported in a standard format, Cisco has
established the following problem priority definitions. These definitions will
assist Cisco in allocating the appropriate resources to resolve problems.
Integrator must assign a priority to all problems submitted to Cisco.
PROBLEM PRIORITY DEFINITIONS:
Priority 1: An existing network is down or there is a critical
impact to the End User's business operation. Cisco,
Integrator and End User will commit full-time
resources to resolve the situation.
Priority 2: Operation of an existing network is severely
degraded, or significant aspects of the End User's
business operation are being negatively impacted by
unacceptable network performance. Cisco, Integrator
and End User will commit full-time resources during
Standard Business Hours to resolve the situation.
Priority 3: Operational performance of the network is impaired
while most business operations remain functional.
Cisco, Integrator and End User are willing to commit
resources during Standard Business Hours to restore
service to satisfactory levels.
Priority 4: Information or assistance is required on Cisco
product capabilities, installation, or configuration.
There is clearly little or no impact to the End
User's business operation. Cisco, Integrator and End
User are willing to provide resources during Standard
Business Hours to provide information or assistance
as requested.
Cisco encourages integrator to reference this guide when Integrator-initiated
escalation is required. If Integrator does not feel that adequate forward
progress or the quality of Cisco service is satisfactory, Cisco encourages
Integrator to escalate the problem ownership to the appropriate level of Cisco
management by asking for the TAC Duty Manager.
CISCO ESCALATION GUIDELINE:
ELAPSED
TIME PRIORITY 1 PRIORITY 2 PRIORITY 3 PRIORITY 4
- --------- ------------------- -------------------- ------------------- --------------------
1-Hour Customer
Engineering Manager
4-Hour Technical Support Customer Engineering
Director Manager
24-Hour Vice President Technical Support
Customer Advocacy Director
48-Hour President (CEO) Vice President
Customer Advocacy
72-Hour Customer
Engineering Manager
96-Hour President (CEO) Technical Support Customer Engineering
Director Manager
Note: Priority 1 problem escalation times are measured in calendar hours 24
hours per day, 7 days per week. Priority 2, 3 and 4 escalation times
correspond with Standard Business Hours.
Page 16 of 17
The Cisco Manager to which the problem is escalated will take ownership
of the problem and provide the Integrator with updates. Cisco
recommends that Integrator-initiated escalation begin at the Customer
Engineering Manager level and proceed upward using the escalation
guideline shown above for reference. This will allow those most closely
associated with the support resources to correct any service problems
quickly.
ACCESSING TAC:
North America, South America: +1-800-553-2447 (within the United States)
+1-408-526-7209
Europe, Middle East, Africa: +32-2-778-4242
Asia Pacific: +1-800-805-227 (within Australia)
+61-2-9935-4107
Page 17 of 17