CONFIDENTIAL TREATMENT REQUESTED
Portions marked with "****" have been omitted and filed separately with the
Securities and Exchange Commission.
VIDEO-ON-DEMAND PURCHASE AGREEMENT
This Video-On-Demand Purchase Agreement (this "Agreement") is made this
29th day of March, 2001, by and between Concurrent Computer Corporation, a
Delaware corporation ("Concurrent"), having a place of business at 4375
RiverGreen Parkway, Duluth, Georgia 30096, and Comcast Cable Communications of
Pennsylvania, Inc., a Pennsylvania corporation ("Comcast") having a place of
business at 1500 Market Street, Philadelphia, PA 19102 setting forth the terms
and conditions governing the sale and licensing from time to time by Concurrent
to Comcast of the VOD Products (defined below).
1. VOD PRODUCTS; ORDERING PROCESS AND PROCEDURE
1.1 Attachment A of this Agreement identifies Concurrent's (i)
video-on-demand ("VOD") equipment (the "Equipment") and (ii) VOD
business management software including, but not limited to, all
required third party software (the "Software") (collectively, the
Equipment and Software described in (i) and (ii) are the "VOD
Products"). The VOD Products include all equipment required to design,
install, operate and maintain a fully functional, highly reliable
commercial Concurrent VOD system. Complete system configurations and
detailed bills of materials will be determined on a system specific
basis and included in the terms of an Order (defined below).
1.2 All purchases by Comcast hereunder shall be pursuant to a purchase
order issued by Comcast and accepted by Concurrent ("Order").
Concurrent shall accept an Order by written acknowledgment or by
commencement of performance. Comcast may issue Orders by mail or by
facsimile. All Orders shall be subject to the terms of this Agreement,
whether or not this Agreement is referenced in such Order. No other
terms shall apply to an Order, unless agreed upon by both parties in
writing.
2. PRICES
2.1 All prices and license fees listed on Attachment B are for delivery
FOB Ft. Lauderdale, Florida (the "FOB Point") and are net of all
taxes, duties and other governmental charges. All transportation,
rigging and draying charges shall be paid by Comcast. There shall be
added to the prices and license fees all taxes, duties and other
governmental charges, however designated, levied or based on the sale
or license of the VOD Products or their use, including, without
limitation, state and local privilege or excise taxes based on gross
revenue and import or export duties, and any taxes, duties or other
governmental charges or amounts in lieu thereof paid or payable by
Concurrent in respect of the foregoing, exclusive, however, of taxes
based on Concurrent's income. Any personal property taxes assessable
on the VOD Products after delivery to the carrier shall be borne by
Comcast. Freight charges for shipments outside the continental United
States shall be on a prepaid or collect basis only.
2.2 The pricing specified in this Agreement includes all reasonable
parameters required to correctly design, install, operate and maintain
a fully functional, highly reliable commercial Concurrent VOD system
including, but not limited to, media asset loading and management,
video storage/pump, DVB/ASI and QAM output, server interconnect
equipment/Ethernet hubs, and all software. Equipment that is required
to correctly design, install, operate and maintain a fully functional,
highly reliable commercial Concurrent VOD system, that is not included
in Attachment B to this Agreement, is the responsibility of Concurrent
at Concurrent's expense. Comcast is not responsible for additional
costs required to provide a fully functional system except when
Comcast requests additional functionality from Concurrent. If Comcast
requests additional functionality from Concurrents standard product,
then Comcast and Concurrent shall agree, in writing, to the additional
products and pricing prior to accepting any changes in pricing.
3. PAYMENT TERMS
3.1 Payment for all VOD Products and services ordered shall be made in
United States Dollars in two (2) installments as follows:
(a) **** with Comcast's Order; and
(b) **** within thirty (30) days after the date of delivery as
evidenced by Concurrent's notice of delivery and invoice.
3.2 All payments are to be paid to Concurrent at the address set forth in
Concurrent's invoice.
4. DEPLOYMENT COMMITMENT
4.1 Subject to Concurrent's obligation to provide Comcast a fully
functional, highly reliable commercial VOD System and to fulfill the
conditions precedent set forth in Section 5.1 below, Comcast shall
purchase, between the date of the signing of this Agreement and two
years after the date of the signing of this Agreement (unless such
two-year period is extended pursuant to Section 5.2 below), sufficient
quantities of VOD Product to be deployed to two-way capable digital
headends, that in the aggregate serve **** basic cable subscribers.
5. DEVELOPMENT, DEPLOYMENT AND DELIVERY COMMITMENTS
5.1 On or prior to September 30, 2001, Concurrent shall complete the
following:
****
****
****
5.2 If Concurrent does not complete all of the actions listed in
subparagraphs (a), (b) and (c) of Section 5.1 on or before September
30, 2001, Comcast shall have the right, which may be exercised at any
time before the earlier of the close of business on December 31, 2001
and the Completion Date, to terminate this Agreement pursuant to
Section 19.2 ("Section 19.2 Termination"). In the event of a Section
19.2 Termination, all outstanding Orders shall terminate as of the
effective date of termination of this Agreement and any deposits with
respect to such orders shall be returned, and Comcast shall be
permitted to move any VOD Products purchased by Comcast as of the date
of such termination to a system that meets the requirements of Section
5.1 and to install such VOD Products on such system, at Concurrent's
sole cost and expense. If Comcast does not exercise its right to
terminate this Agreement pursuant to Section 19.2, and Concurrent has
not completed all of the actions listed in subparagraphs (a), (b) and
(c) of Section 5.1 on or before December 31, 2001, then this Agreement
shall automatically terminate (unless termination is waived by
Comcast) without any further action by either party hereto, on
December 31, 2001. If Comcast waives its right to terminate this
Agreement pursuant to Section 19.2, the time periods for Comcast to
earn Warrants pursuant to the WIA and to fulfill the purchase
commitment set forth in Section 4.1, above, shall be extended by the
number of days elapsed between March 31, 2001 and the Completion Date.
The date on which Concurrent completes all of the actions listed in
subparagraphs (a), (b) and (c) of Section 5.1 is referred to herein as
the "Completion Date".
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6. TITLE AND RISK OF LOSS
Title to the Equipment shall pass to Comcast upon delivery at the FOB
Point. Title to Software shall not pass to Comcast at any time, but shall
remain with Concurrent or its licensor. To the extent possible, all Software
shall be delivered electronically; otherwise, the VOD Products shall be packaged
in accordance with standard commercial practices for domestic shipment and shall
be shipped by means deemed most appropriate by Concurrent unless shipping
instructions are otherwise specified in writing by Comcast. Comcast shall be
responsible for all risk of loss or damage or destruction to the VOD Products
from and after delivery of the VOD Products by Concurrent to the carrier at the
FOB Point.
7. INSTALLATION
Concurrent shall install the VOD Products in accordance with its standard
installation procedures and shall perform installation tests using the System
Acceptance Test Procedures (the "SAT"), an example of which is set forth in
Attachment C. Concurrent shall provide a written certification to Comcast of
the successful completion of the SAT. Comcast shall provide a suitable
installation environment with all necessary facilities, as recommended by
Concurrent, on or before the scheduled date of delivery of the VOD Products.
Concurrent shall be given reasonable access to the VOD Products upon arrival of
the VOD Products at Comcast's installation site for the purpose of installation
and testing of the VOD Products. The "Installation Date" shall be the date
Concurrent furnishes Comcast with its certification of its successful completion
of the SAT. If Comcast has not provided Concurrent with a suitable installation
environment or installation support as required herein which results in a delay
in commencement of installation, the Installation Date shall be the thirtieth
(30th) day following delivery of the VOD Products to Comcast's installation
site.
8. PROGRAM MANAGEMENT; MAINTENANCE SERVICE; TRAINING
8.1 Concurrent shall assign and dedicate a contact person [program
manager] to manage the development, deployment and integration of the
VOD Products.
8.2 Concurrent shall provide to Comcast maintenance service and technical
support on all VOD Products through the Initial Warranty Period
(defined in Section 15 below) in accordance with the terms set forth
in Attachment D, including without limitation the escalation
procedures outlined in Attachment D. Thereafter, Concurrent shall
offer Comcast maintenance service for the VOD Products in accordance
with Section 8.4 below.
8.3 Concurrent shall provide, at no additional cost to Comcast, one (1)
initial training session for each system where the Product is
deployed. Additional training sessions may be purchased at the
then-current training price. All training sessions shall be held at
such times and in such places as is mutually agreed between Concurrent
and Comcast, and all materials used at such training sessions may be
duplicated by Comcast for the sole purpose of training additional
personnel of Comcast.
8.4 After the Initial Warranty Period (which may be extended pursuant to
Section15.4), Concurrent shall charge an annual maintenance fee equal
to the product of (x) five percent (5%) and (y) the aggregate purchase
price of all VOD Products delivered by Concurrent to Comcast (the
"Maintenance Fee"). In consideration of receipt of the Maintenance
Fee, Concurrent shall provide to Comcast the following:
(a) twenty-four (24) hours a day, seven (7) days a week telephone
support;
(b) software patches/bug fixes as requested;
(c) software upgrades within a commercially reasonable time after
such upgrades become available to Concurrent; and
(d) factory parts return/replacement (advance exchange program).
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9. DOCUMENTATION
Two (2) sets of manuals for each Product will be provided by Concurrent on
or before the Installation Date at no cost to Comcast. Additional copies of
such manuals are available from Concurrent at prevailing prices.
10. HARDWARE AND SOFTWARE INTEGRATION
Concurrent shall provide to Comcast, at no additional charge, from the date
of the full execution of this Agreement until March 31, 2003, all reasonable
hardware and software integration services required to provide the fully
functional VOD Products, as described in Attachment A, including, but not
limited to, the following integration:
****
11. APPLICATION INTEGRATION
Concurrent shall make available to Comcast an application integration
laboratory for Comcast and Concurrent to jointly develop new products such as
User Interface design, interactive advertising with streaming media, Internet
Protocol media storage and streaming, time shifted programming and personal
video recording/streaming to a television through a set top box.
12. CANCELLATION OF AN ORDER
12.1 Except as otherwise provided in Section 19.2 below, Comcast may not
cancel any Order after the date which is thirty (30) days prior to the
delivery date for the VOD Products as specified in such Order (the
"Order Cancellation Deadline"). If Comcast cancels an Order prior to
the Order Cancellation Deadline, Concurrent shall use commercially
reasonable efforts to use the VOD Products specified in such Order to
fulfill other Orders from Comcast or other customers; provided that to
the extent that Concurrent cannot use the VOD Products specified in
such Order to fulfill other Orders from Comcast or other customers
within a reasonable time frame, Comcast shall, except as otherwise
provided in Section 19.2 below, pay or reimburse Concurrent for all
costs and expenses incurred by Concurrent in connection with such
Equipment which are not recovered by Concurrent within such period. In
the event of any such cancellation of an Order prior to the Order
Cancellation Deadline, Concurrent shall use commercially reasonable
efforts to mitigate all such costs and expenses.
12.2 Acceptance of goods for return after delivery to Comcast shall be made
only with prior written authorization by Concurrent and in accordance
with Concurrent's standard policies relevant to restocking charges;
provided, however, that defective or damaged goods shall not be
subject to any restocking charges.
13. CHANGES
13.1 Concurrent reserves the right, at its option, to modify or change the
Equipment in whole or in part, at any time prior to delivery thereof,
in order to include electrical or mechanical improvements deemed
appropriate without incurring any responsibility to modify or change
any Equipment previously delivered to Comcast hereunder.
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13.2 Comcast reserves the right, at its option, to review all major changes
of the VOD Product, including changes to hardware and software, prior
to acceptance of new products and modifications of existing products
using such changes.
14. LICENSE OF SOFTWARE
14.1 The Software provided hereunder is furnished to Comcast under a
nontransferable, nonexclusive license for use solely on the Equipment
on which first installed for the sole purpose of operating the
Product. In the event Concurrent furnishes to Comcast media containing
additional software programs or routines not specified as Software
licensed hereunder, Comcast shall make no attempt to copy or otherwise
use or disclose any such additional software program or routines for
any purpose.
14.2 Comcast shall not remove any copyright, trademark, proprietary rights,
legal or warning notice included on or embedded in any part of the
Software.
14.3 Comcast shall not sell, license, sublicense, rent, lease or otherwise
transfer or assign the Software, whether by operation of law or
otherwise, without the prior written consent of Concurrent, except
that Comcast may transfer the Software to an affiliate of Comcast,
provided that the Equipment on which such Software is used is also
transferred to such affiliate and such affiliate agrees in writing to
be bound by the Software license terms set forth in this Agreement.
14.4 No reproduction rights in or to the Software or related documentation
are granted to Comcast under this Agreement. Comcast agrees that it
shall not, and shall not permit any other person to, except for
archival purposes, copy, reproduce, duplicate by any means, or
translate into a machine language the Software or any portion thereof
without the prior written approval of Concurrent. Comcast also agrees
that it shall not, and shall not permit any other person to, compile,
decompile, or reverse engineer the Software (except and only to the
extent that such activity is expressly permitted by applicable law
notwithstanding this limitation), or otherwise permit the unauthorized
use of the Software.
14.5 The license granted hereunder to the Software shall be effective from
the date of delivery of the Software and shall remain in force until
terminated as provided herein. Concurrent reserves the right to
terminate any license of the Software upon written notice to Comcast
in the event that (i) Comcast shall fail to pay any portion of the
purchase price or license fee for the VOD Products when due, or (ii)
Comcast shall make any improper use, transfer, duplication or
disclosure of the Software or in any other way breach this Agreement,
provided that Comcast shall have thirty (30) days from the date of
such notice to cure such breach. If the breach is not cured within the
applicable cure period and the license is terminated in accordance
with this Section14.5, Comcast shall immediately return the applicable
Software and related documentation and any copies thereof to
Concurrent. Comcast's right to cure any breach in accordance with this
Section 14.5 shall not affect Concurrent's right to obtain injunctive
relief immediately upon the occurrence of any such breach.
15. WARRANTY/INFRINGEMENT INDEMNITY
15.1 Concurrent warrants that the Equipment shall be fully functional and
free from defects in material and workmanship, and shall materially
conform to the functional specifications set forth in Attachment A,
for a period of **** from the Installation Date (the "Initial Warranty
Period"). The foregoing warranty shall not apply unless the VOD
Products are operated in accordance with Concurrent's manuals
furnished with the VOD Products. Written notice of any claimed defect
must be given within thirty (30) days after such defect is first
discovered. Concurrent's obligation under such warranty is limited, at
its option, to the repair or replacement of the Equipment or
components or parts thereof which do not comply with such warranty.
Such repair or replacement shall be made at Concurrent's designated
plant or repair facility, and shall be at Concurrent's expense;
provided, however, that all transportation and inspection charges
covering any such returned Equipment or component or part that proves
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not to be defective in accordance with the terms of such warranty
shall be paid by Comcast. No Equipment shall be returned to Concurrent
until Comcast receives written instructions regarding return
procedures. The warranty in this Section 15.1 shall not extend to any
labor charges for physical removal and/or replacement of defective
Equipment or components or parts thereof.
15.2 Concurrent warrants that the Software furnished hereunder shall
perform in material conformance with its published specifications for
a period of **** from the Installation Date. In the event of any
failure to so perform, Concurrent shall, at the request of Comcast,
use reasonable commercial efforts to repair or circumvent any defect
affecting such performance; provided that such reparation or
circumvention shall be Comcast's sole remedy for any such failure of
the Software to perform in accordance with the warranty in this
Section15.2. It is understood that Concurrent does not warrant that
the Software will be error-free.
15.3 Notwithstanding anything herein to the contrary, VOD Products that are
not manufactured or developed by Concurrent, but are supplied or
sublicensed by Concurrent, and which are wholly or partially
integrated into a system are warranted only to the extent, and subject
to the terms, of the original warranty given by the manufacturer of
such VOD Products to Concurrent. Comcast shall give prompt written
notice to Concurrent of any defect or failure of such VOD Products and
provide proof thereof.
15.4 Comcast shall have the right at any time it places an Order to
purchase a twelve (12) month extension to the warranty in Section 15.1
for the Equipment purchased in such Order at an additional cost equal
to the product of (x) **** and (y) the purchase price set forth in the
Order for such Equipment.
15.5 The warranties set forth in this Agreement shall not apply to VOD
Products requiring adjustments, correction, repair or replacement, or
increase in service time, caused by:
(a) electrical work external to the VOD Products, or the attachment or
use of accessories or other devices, including networking devices, not
furnished, approved or recommended by Concurrent; or failure to properly
maintain the same;
(b) accident, transportation, neglect or misuse;
(c) alterations, including, but not limited to, any deviation from
circuit or network designs or structural equipment recommended by
Concurrent, installation or removal of Product features not recommended by
Concurrent, and all other modifications not recommended by Concurrent,
which are performed by any person other than those authorized by
Concurrent;
(d) failure to provide and maintain a suitable installation
environment with all facilities specified by Concurrent (including, but not
limited to, failure of, or failure to provide, adequate electrical power,
air-conditioning, humidity control) or from use of supplies or materials
not meeting Concurrent's specifications;
(e) repair or replacement of consumable supplies or parts which have
reached the end of their useful life; or
(f) the use of a Product for other than the purposes for which it is
designed.
15.6 CONCURRENT MAKES NO REPRESENTATION OR WARRANTY OTHER THAN THOSE SET
FORTH IN THIS AGREEMENT. THE WARRANTIES SET FORTH IN THIS AGREEMENT
ARE EXPRESSLY MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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15.7 Concurrent shall, at its expense, defend, indemnify and hold harmless
Comcast from and against any claim of infringement of any United
States patents or copyrights by any VOD Products manufactured or
developed by Concurrent, provided that (i) Concurrent is promptly
informed in writing of such claim and furnished a copy of each
communication, notice or other action relating to the alleged
infringement, (ii) Concurrent shall have control over the defense and
negotiations for a settlement or compromise, (iii) Concurrent is given
all reasonable authority, information and assistance from Comcast
necessary to defend or settle such suit or proceeding (at Concurrent's
expense), and (iv) Comcast incurs no obligation or liability without
the prior written consent of Concurrent. The foregoing obligation of
Concurrent does not apply to VOD Products or portions or components
thereof (a) which are modified by persons or entities other than
Concurrent (or persons or entities employed or contracted by
Concurrent) if the alleged infringement relates to such modification
unless such modification was recommended or approved by Concurrent or
(b) combined with other products, processes or materials not supplied
or recommended by Concurrent where the alleged infringement relates to
such combination. If any claim that Concurrent is obligated to defend
has occurred or, in Concurrent's opinion, is likely to occur,
Concurrent may, at its option, either (i) procure for Comcast the
right to continue to use the applicable VOD Product or (ii) replace or
modify the VOD Product so it becomes non-infringing.
16. LIMITATION OF LIABILITY
Except for Concurrent's obligations under Section 15.7 above, and except
for personal injury or tangible property damage caused by the gross negligence
or willful misconduct of Concurrent in the performance of services hereunder,
Concurrent's liability in contract, tort or otherwise arising out of or in
connection with the performance of any Product, shall not exceed the purchase
price or license fee paid by Comcast with respect to such Product that is the
subject of the claim.
IN NO EVENT SHALL CONCURRENT OR ITS DEVELOPERS OR AFFILIATES OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE
FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, MULTIPLE, CONSEQUENTIAL, OR TORT
DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF
PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS) ARISING OUT
OF OR IN CONNECTION WITH THE PERFORMANCE OF ANY PRODUCT, COMCAST'S INABILITY TO
USE SUCH PRODUCT OR CONCURRENT'S PERFORMANCE OF SERVICES HEREUNDER, EVEN IF
CONCURRENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. INSURANCE
Concurrent will provide the following insurance coverage at its own expense
throughout the term of this Agreement:
(a) Workers' compensation insurance, as required by law, and employer's
liability insurance with at least a **** limit, each occurrence.
(b) Personal injury, bodily injury, and property damage liability
insurance, including automobile coverage, with personal injury and
bodily injury limits of not less than **** each occurrence, and
property damage of at least **** each.
All such insurance shall be carried by companies with an A.M. Best rating
of at least "A". All policies of insurance shall: (i) name Comcast, its
officers, directors, affiliates, subsidiaries, employees and agents as
additional insured parties; (ii) contain a statement that said policy is
primary coverage to Comcast and its officers, directors, affiliates,
subsidiaries, employees and agents and that any coverage maintained by
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Comcast is non-contributory, for claims or losses resulting from the
negligence of Concurrent; and (iii) provide that such policy will not be
cancelled or amended except after thirty (30) days advance written notice
to Comcast, mailed to the address indicated herein.
18. CONFIDENTIALITY
18.1 It is anticipated that each party may be required to exchange certain
confidential information ("Information") to the other in the course of
performing this Agreement. From the date of disclosure, and until ****
years following such date, the recipient of Information ("Recipient")
shall maintain the Information in confidence and use the Information
solely to perform its obligations or enforce its rights under this
Agreement, using at least the same degree of care as it employs to
protect its own confidential information of a similar nature, but not
less than a reasonable standard of care, provided that the Information
is identified in writing as confidential at the time of disclosure, or
if orally disclosed, is identified as confidential at the time of
disclosure and confirmed in writing within twenty (20) days after such
oral disclosure. Recipient shall have no obligation hereunder with
respect to any Information that is:
(a) generally known to the public at the time of disclosure, or
becomes known to the public without breach of this Agreement;
(b) known to the Recipient prior to the disclosure, or is
independently developed by the Recipient without reference to or use of any
other portion of the Information;
(c) obtained by the Recipient in good faith from a third party not
under obligation of secrecy to the disclosing party (hereafter referred to
as "Disclosing Party"); or
(d) the subject of a court or government agency order to disclose,
provided that the Recipient gives prompt written notice to the Disclosing
Party to allow the Disclosing Party to contest such order.
The Recipient shall have the burden of proving that any of the above
exceptions apply by means of documentary evidence available at the time
Recipient claims the exception first became applicable.
18.2 Title to all tangible forms of the Information, and all copies
thereof, shall be and remain with Disclosing Party. Recipient shall
not copy or otherwise reproduce, in whole or in part, any Information
without the prior written authorization of Disclosing Party, except as
may be reasonably necessary to fulfill the purpose of this Agreement.
Recipient shall not disclose any Information to any third party other
than its officers, directors, employees, agents and representatives
having a need to know such Information to support performance of this
Agreement, provided that each such party given access to any such
Information is subject to a written confidentiality agreement whose
terms are substantially similar to this Section 18.2. Recipient shall
promptly return or destroy all tangible forms of the Information, and
copies thereof, upon Disclosing Party's request or termination of this
Agreement, and if such Information is destroyed, shall promptly
provide evidence reasonably satisfactory to the Disclosing Party of
such destruction.
18.3 It is understood, however, that Concurrent has performed substantial
development relating to the design and manufacture of digital video
and other products, and that Concurrent has relationships with other
companies which may be competitors of Comcast. It is further
understood that Comcast has relationships with other companies that
may be competitors of Concurrent. Neither this Agreement, nor receipt
of Information hereunder, shall limit either party's independent
development, manufacture or marketing of products or systems involving
technology or ideas similar to the VOD Products or other products or
systems disclosed in any Information or otherwise, nor will this
Agreement or receipt of Information hereunder prevent either party
from entering into discussions or agreements for the purchase or
licensing of products or systems similar to the VOD Products with
third parties, including competitors of the other party.
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19. TERM AND TERMINATION
19.1 This Agreement will become effective as of the date first above
written and, unless earlier terminated in accordance with this
Agreement, will continue, unless extended pursuant to the following
sentences, until March 31, 2004. At the sole option of Comcast, this
Agreement may be extended for one (1) term of **** years (the
"Optional Extension"), by giving notice of extension to Concurrent at
least thirty (30) days prior to March 31, 2004. If Comcast exercises
its right to the Optional Extension, the terms and conditions of this
Agreement shall be extended for **** years, and thereafter will
automatically renew, on each anniversary of March 31, for successive
one-year periods (each such period, an "Evergreen Year"), unless
either party gives written notice of termination at least ninety (90)
days prior to the beginning of a new Evergreen Year.
19.2 If Concurrent does not complete the actions listed in subparagraphs
(a), (b) and (c) of Section 5.1 on or before September 30, 2001,
Comcast shall have the right, in its sole discretion, which may be
exercised by written notice to Concurrent at any time before the
earlier of the close of business on December 31, 2001 or the
Completion Date, to terminate this Agreement, or if Comcast does not
so terminate this Agreement and Concurrent does not complete the
actions listed in subparagraphs (a), (b) and (c) of Section 5.1 on or
before December 31, 2001, this Agreement shall automatically terminate
(unless termination is waived by Comcast) without any further action
by either party hereto, on December 31, 2001.
19.3 Either party shall be in default of this Agreement if such party:
a) fails to make any payment required to be made hereunder when such
payment is due and such failure continues for fifteen (15) business
days after receipt of written notice of such failure;
b) fails to perform any of its material obligations under this Agreement
(other than a payment obligation) and such failure continues for
thirty (30) calendar days after receipt of written notice of such
failure, or if such failure cannot be cured within such thirty (30)
day period, but the defaulting party diligently pursues a cure of such
default during such thirty (30) day period and thereafter, such
failure continues for sixty (60) calendar days after receipt of
written notice of such failure;
c) assigns this Agreement, or any obligation or right under this
Agreement, to a third party that is not an Affiliate of such party; or
d) becomes insolvent or makes an assignment for the benefit of creditors,
or a receiver or similar officer is appointed to take charge of all or
part of that party's assets.
In the event of a default, the non-defaulting party may terminate the
Agreement and any outstanding Orders by written notice to the
defaulting party.
19.4 Termination or expiration of this Agreement shall not relieve either
party of any of its then-accrued obligations, including without
limitation the obligation to pay for delivered VOD Products or for any
then-applicable cancellation charges pursuant to this Agreement. For
avoidance of doubt, Comcast shall have no obligations under the
deployment commitment in Section 4.1 after termination or expiration
of this Agreement.
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20. MOST FAVORED CUSTOMER PROVISION
20.1 (a) Subject to Sections 20.1(b) and 20.1(c) hereof, each of Comcast
and its Affiliates is hereby accorded the right to receive "most
favored customer" terms and conditions from Concurrent and any of its
Affiliates with respect to the purchase or licensing of VOD Products
and the purchasing of services.
(b) The "most favored customer" status afforded Comcast and its
Affiliates hereunder shall be applied with respect to the economic
terms (including, without limitation, pricing and any and all kinds of
incentives, including, discounts and warrants and related terms) of a
transaction by comparison of the complete economic offering of the VOD
Products and services offered to Comcast or any of its Affiliates on
the one hand and a third party on the other (regardless of the size or
identity of such third party or their ownership interests in
Concurrent or any of its Affiliates). If Concurrent or any of its
Affiliates on the one hand and a third party on the other hand enter
into a contract which causes the economic effect of the overall
contractual relationship between Comcast or any of its Affiliates and
Concurrent or any of its Affiliates to be less favorable than the
economic effect of Concurrent's or its Affiliates' contractual
relationship with such third party, taken in its entirety, then each
of Comcast and its Affiliates shall have the right to have its
economic terms with respect to the VOD Products and services, taken in
its entirety, amended such that the economic effect of the overall
contractual relationship between Comcast or any of its Affiliates and
Concurrent or any of its Affiliates shall be on no less favorable
terms, taken in its entirety, than Concurrent's or its Affiliates'
contractual relationship with such third party, taken in its entirety.
For purposes of comparing the economic terms of a transaction, the
size of the transaction (through volume discounts or otherwise) may be
considered, and Comcast and its Affiliates must be offered economic
terms no less favorable than other customers of Concurrent or any of
its Affiliates that purchase a similar or lesser quantity of goods or
services.
(c) Subject to subparagraph (d) below, the "most favored customer"
status afforded Comcast and its Affiliates hereunder shall be applied
with respect to the non-economic terms of a transaction by comparison
(by Comcast) of the complete offering of the VOD Products and services
to Comcast or any of its Affiliates on the one hand and a third party
on the other (regardless of the size or identity of such third party
or their ownership interests in Concurrent or any of its Affiliates).
If, in Comcast's sole judgment, Concurrent or any of its Affiliates on
the one hand and a third party on the other hand enter into a contract
whereby the economic and non-economic terms (taken as a whole) are
more favorable than the economic and non-economic terms (taken as a
whole) in a contract between Concurrent or any of its Affiliates on
the one hand and Comcast or any of its Affiliates on the other hand,
then each of Comcast and its Affiliates shall have the right to
substitute its complete offering of economic and non-economic terms
(taken as a whole) with respect to such VOD Products and services,
with such third party's complete offering of economic and non-economic
terms with respect to the VOD Products and services (taken as a
whole). For purposes of comparing the non-economic terms of a
transaction, the size of the transaction (through volume discounts or
otherwise) may not be considered.
(d) In the event that Concurrent or any if its Affiliates enters into
any agreement with any other person or entity (regardless of the size
or identity of such person or entity or their ownership interests in
Concurrent or any of its Affiliates) relating to Concurrent's VOD
Products or VOD-related products and services, which agreement
contains a "most favored customer" provision that is superior to the
provisions of this Section 20, Comcast and all of its Affiliates shall
be entitled to the benefit of such superior "most favored customer"
provision, regardless of any other term of the contract in which the
superior "most favored customer" provision appears.
(e) The "most favored customer" terms and conditions contained in this
Section 20 shall not apply to (a) any existing customer agreements
that were disclosed to Comcast prior to the Closing Date in a written
document referring specifically to this Section 20 or (b) any special
promotional pricing arrangements offered to potential customers (which
shall not include existing customers unless such special promotion
relates to existing goods, products or equipment and simultaneously
with any offer to any such existing customer Concurrent offers the
same special promotional pricing arrangements to Comcast with respect
to such goods, products and equipment), provided that such
arrangements do not exceed three months in duration. Special offers
made available to any current customers with respect to new goods,
products, equipment or services shall be subject to the "most favored
customer" provisions set forth herein.
20.2 Comcast may, upon reasonable notice to Concurrent, instruct an
external independent auditor reasonably satisfactory to Concurrent to
audit the relevant books and records of Concurrent to ensure
compliance with Section 20.1; provided that such audit shall not be
conducted more frequently than annually and shall be conducted at a
place and time during normal business hours reasonably acceptable to
Concurrent and shall be conducted in such a manner as not to
unreasonably interfere with the normal business operations of
Concurrent; and provided further that Comcast and its independent
auditors shall enter into confidentiality agreements reasonably
satisfactory to Concurrent with respect to the review in such audit of
information relating to Concurrent's contractual relationship with any
third party. In the event that Concurrent violates the provisions of
Section 20.1 in any material respect, Concurrent agrees to (i) pay the
reasonable expenses of the independent auditor, (ii) adjust the terms
and conditions of this Agreement to give retroactive and prospective
effect to the non-economic terms of the superior agreement, in
accordance with the requirements of this Agreement, (iii) refund
overpaid amounts to Comcast or its Affiliate, as the case may be, or
apply a credit in the amount of the overpaid amounts against future
license fees (at the election of Comcast or the Affiliate) and (iv)
immediately grant to Comcast the improved terms or other benefits to
which Comcast is entitled.
20.3 For the purposes of this Agreement the term "Affiliate" shall mean an
"affiliate," as such term is defined under Rule 405 promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
21. WARRANTS
Simultaneously with the execution of this Agreement, and without any
additional consideration therefor, Concurrent and Comcast shall enter into that
certain Warrant Issuance Agreement (the "WIA"), of even date herewith, pursuant
to which Concurrent shall issue to Comcast Concurrent Holding, Inc. (the
"Holder") certain warrants, upon the terms and subject to the conditions set
forth in such Warrant Issuance Agreement.
22. PUBLIC ANNOUNCEMENT
Concurrent and Comcast shall agree on the form and content of any public
announcement that shall be made concerning this Agreement and the transactions
contemplated hereby, and neither Concurrent nor Comcast shall make any such
public announcement without the prior written consent of the other, except as
required by law.
23. GENERAL
23.1 Force Majeure. Neither party shall be liable for delays in performance
-------------
of its obligations hereunder (other than payment obligations) arising
out of or resulting from causes beyond such party's control. Such
causes include, but are not restricted to, acts of God, any government
authority, or the public enemy, fires, floods, epidemics, quarantine
restrictions, strike, freight embargoes, shortages of materials,
unusually severe weather, and default or delay of suppliers. In the
event of such delay, the date by which performance of any such
obligation hereunder is required shall be extended for a period equal
to the time lost by reason of the delay.
-10-
23.2 Governing Law. This Agreement shall be governed by the laws of the
--------------
State of Delaware, without regard to its conflict of laws rules,
except that the United Nations Convention on the International Sale of
Goods shall not apply to this Agreement.
23.3 Survival. In addition to any provision of this Agreement which by its
--------
nature is intended to survive expiration or termination of this
Agreement, Sections 6, 12, 14, 15, 16, 18, 19, 20, 21, 22 and this
Section 23.3 shall survive the termination or expiration of this
Agreement.
23.4 Assignment. The rights and obligations set forth herein may not be
assigned or delegated by Concurrent without Comcast's written consent,
except that Concurrent may assign, without the written consent of
Comcast, all or any part of this Agreement to (i) the purchaser of
substantially all of the assets of Concurrent, or (ii) the purchaser
of all or substantially all of the assets of the VOD division or the
VOD line of business of Concurrent or (iii) in the case of a
consolidation or merger in which Concurrent is not the surviving
entity, to the surviving entity of such consolidation or merger.
Comcast may assign, in whole or in part, its rights and obligations
hereunder to any person or entity provided that (a) Comcast furnishes
to Concurrent prior to such assignment written notice of the name and
address of such assignee and a description of the rights or
obligations assigned and such other information as Concurrent may
reasonably request and (b) the assignee agrees in writing reasonably
acceptable to Concurrent concurrently with such assignment to be bound
by the terms of this Agreement with respect to the rights or
obligations assigned. Notwithstanding the foregoing, (x) no assignment
by a party of any rights or obligations hereunder shall relieve such
party of any of its obligations hereunder and (y) Comcast may not
assign any of its rights or obligations hereunder to SeaChange
International, Inc., nCUBE Corporation or Diva Systems Corporation,
unless with respect to provision (y) of this Section 23.4, such
corporation is: (i) an Affiliate of Comcast, (ii) the purchaser of
substantially all of the assets of Comcast or an Affiliate thereof,
(iii) the purchaser of all or substantially all of the assets of a
division or line of business of Comcast or an Affiliate thereof, or
(iv) in the case of a consolidation or merger in which Comcast or such
Affiliate is not the surviving entity, to the surviving entity of such
consolidation or merger. Additionally, this Agreement may not be
assigned to any party (other than to an Affiliate of the assignor) at
any time on or before March 31, 2004, except in conjunction with the
assignment of the WIA. Any attempted assignment by a party of any
rights or obligations hereunder in violation of this Section 23.4
shall be null and void. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and assigns.
23.5 Independent Contractors. Comcast and Concurrent are independent
------------------------
contractors and have no power, right or authority to bind the other
party or to assume or to create an obligation or responsibility,
express or implied, on behalf of the other party. Nothing in this
Agreement shall be construed as creating a partnership relationship
between Comcast and Concurrent or as creating the relationship of
employer and employee, master and servant, or principal and agent
between the parties hereto.
23.6 Waiver and Severability. Any failure or delay by either party in
-------------------------
exercising any right or remedy provided by or relating to this
Agreement in one or many instances does not constitute a waiver and
shall not prohibit that party from exercising such right or remedy at
a later time within applicable statute of limitations. If any
provision of this Agreement is deemed invalid by a court of competent
jurisdiction, it shall, to that extent only, be deemed omitted from
this Agreement.
23.7 Notice. Any notice required or permitted by this Agreement shall be in
------
writing and shall be hand delivered, or sent by prepaid registered or
certified mail, return receipt requested (if available), or sent by
pre-paid courier service, in each case addressed to the other party at
the address shown at the beginning of this Agreement or at such
address for which such party gives notice hereunder. Copies of all
notices to Comcast shall be sent to the attention of Comcast's General
Counsel at the same address. Delivery shall be deemed completed upon
receipt or refusal to accept such notice.
-11-
23.8 Entire Agreement. This Agreement, including all of its referenced
-----------------
Attachments, constitutes the entire agreement between the parties with
respect to its subject matter. This Agreement and such Attachments
supersede any terms or conditions contained on Comcast's purchase
order, sales acknowledgment or invoice and supersede all previous oral
or written communications between the parties regarding the sale or
license of the VOD Products. Except as otherwise provided herein, this
Agreement may not be modified except by a written document signed by
an authorized representative of the party against which enforcement is
sought.
23.9 Dispute Resolution. Any dispute arising out of or related to the
-------------------
performance, breach or interpretation of this Agreement shall be
submitted to non-binding arbitration under the Commercial Arbitration
Rules of the American Arbitration Association.
-12-
This Agreement is executed by each party's duly authorized representative
as of the date first above written.
CONCURRENT COMPUTER CORPORATION
By: /s/ Steven R. Norton
-----------------------------------------------
Name: Steven R. Norton
Title: Executive Vice President and CFO
COMCAST CABLE COMMUNICATIONS OF
PENNSYLVANIA, INC.
By: /s/ Mark Hess
-----------------------------------------------
Name: Mark Hess
Title: Vice President of Digital TV
ATTACHMENT A
THE MEDIAHAWK 2000 VIDEO-ON-DEMAND SYSTEM
The MediaHawk VOD System is an end-to-end solution consisting of:
- - THE MEDIAHAWK 2000 VIDEO SERVER
- - THE MEDIAHAWK BUSINESS MANAGEMENT SYSTEM
8.5 MEDIAHAWK 2000 VIDEO SERVER
------------------------------
Concurrent's MediaHawk 2000 is a scalable, high performance video server
designed for the unique and demanding requirements of interactive
video-on-demand applications. It is fully integrated with Scientific Atlanta's
and Motorola's digital cable head-end, transport networks, and set top boxes as
well a wide variety of third party VOD hardware and software products. Its
flexible design provides for both centralized and distributed arrangements,
allowing servers to be placed at the most appropriate and cost effective
locations. Each chassis can be configured to support up to 320 interactive
video streams at 3.8 Mbps or as few as 80 streams. When multiple servers are
used the system can be scaled to thousands of streams, supporting hundreds of
thousands of subscribers. Video content for each server is maintained on a high
capacity, fiber channel disk array containing up to 24 disk drives. Each
chassis can store up to 22,200 minutes of content (3.8 Mbps) or 222 full-length
movies that are accessible to all sessions simultaneously. The MediaHawk disk
arrays are arranged in a RAID level 5 configuration (4 groups of 6 drives),
delivering a high degree of fault tolerance. Other fault tolerant features such
as redundant power supplies, intelligent fans, and cross video module polling
make the MediaHawk 2000 an extremely reliable solution. To address space
concerns, MediaHawk's small footprint and slim height allow operators to place a
great deal of power where space is limited. For example, four MediaHawk servers
offering 1280 streams and storing 888 titles at 3.8 Mbps can fit in a single
RETMA rack. Finally, the MediaHawk 2000 Video Server is cost effective,
offering superior price/performance and ensuring an optimal return on
investment.
In Summary, the MediaHawk 2000 Server offers:
- High scalability: Scales from 80 streams to thousands of streams
- Multi-Platform Integration: Supports both the SA and Motorola platform
using the same hardware
- Flexible Implementation: Supports both centralized and distributed
environments
- High Density: A single chassis offers 320 streams and 22,200 minutes of
storage (Encoded at 3.8 Mbps)
- Fault Tolerance: Intelligent monitoring, RAID 5 level support, and no
single points of failure
- Small Footprint: Dimensions (17.7W x 17.5H x 28D)
- Cost Effectiveness: Superior price/performance
(a) MEDIAHAWK 2000 OUTPUT OPTIONS
--------------------------------
- --------------------------------------------------------------------------------
64 QAM OUTPUTS Concurrent's MediaHawk Servers are available with 64 QAM
outputs. The 64 QAM outputs are ITU-T J.83 -B and DigiCipher
II compliant, with Forward Error Correction RS (128,122),
Interleaver (I=128), and Trellis Coding. The data rate for
64 QAM is approximately 27 Mbps on a 6 MHz bandwidth carrier
output centered at 44 MHz IF frequency at 30 dB power level.
Each MediaHawk server can be equipped with up to 32 QAM
outputs.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
256 QAM OUTPUTS Concurrent's MediaHawk Servers are available with 256 QAM IF
outputs. The 256 QAM outputs are ITU-T J.83-B standard and
offer Forward Error Correction with programmable interleaver
depth. The data rate for 256 QAM is 38.8 Mbps on a 6 MHz
bandwidth carrier output. Each MediaHawk server can be
equipped with up to 32 QAM outputs.
- --------------------------------------------------------------------------------
DVB-ASI OUTPUTS Concurrent's MediaHawk Servers are available with DVB-ASI
outputs. Our DVB-ASI output is capable of delivering up to 4
multiplexes. The maximum data rate for each output is 160
Mbps. Each MediaHawk server can be equipped with up to 8
DVB-ASI outputs.
- --------------------------------------------------------------------------------
UP-CONVERTERS Concurrent's MediaHawk Servers are designed to support
integrated up-converters. This feature will not be available
until the middle of 2001. The MediaHawk's QAM outputs have
been tested with the following brands of third party
up-converters: Motorola C8U, Scientific Atlanta, WaveComm,
Barco.
- --------------------------------------------------------------------------------
3
MEDIAHAWK 2000 PHYSICAL SPECIFICATIONS
- --------------------------------------------------------------------------------
Mechanical Dimensions: 17.7 inches wide x 17.5 inches high x 28.0
inches Deep
- --------------------------------------------------------------------------------
Clearances required: 4.0" front (intake air) , 0" top, 0" bottom,
4" rear (exhaust air and cables)
- --------------------------------------------------------------------------------
Maximum Weight 100 Lbs
- --------------------------------------------------------------------------------
Maximum Power Consumption 9.0 Amps @ 115VAC
4.5 Amps @ 230VAC
- --------------------------------------------------------------------------------
Heat Dissipated 3500 BTU/hr. (Note that 1 ton of air
conditioning = 12,000 BTU/hr.)
- --------------------------------------------------------------------------------
Temperature (Operating): 50 to 95 degrees F
(10 to 35 degrees C)
- --------------------------------------------------------------------------------
Temperature (Storage) -40 to 149 degrees F (-40 to 65 degrees C)
- --------------------------------------------------------------------------------
Humidity (Operating): 20-80% non-condensing
- --------------------------------------------------------------------------------
Humidity( Storage): 10-90% non-condensing
- --------------------------------------------------------------------------------
Altitude (Operating): 0 to 10,000 feet
- --------------------------------------------------------------------------------
Altitude (Storage) 0 to 30,000 feet
- --------------------------------------------------------------------------------
Shock (Storage) 5Gs, 11 msec
- --------------------------------------------------------------------------------
Vibration(Storage) 1.0Gs 20-2000Hz random
- --------------------------------------------------------------------------------
Input Voltage 90 to 264 VAC, 47 to 63Hz autoselecting
(system chassis)
48VDC (optional, consult factory)
(system chassis)
- --------------------------------------------------------------------------------
AC Voltage Frequency 47 to 63 Hz
- --------------------------------------------------------------------------------
4
BUSINESS MANAGEMENT SYSTEM
--------------------------
CONCURRENT'S SA BASED VOD SOLUTION features the PRASARA Business Management
System (BMS), a comprehensive content, subscriber, order, billing, and royalty
payment system designed to satisfy the needs of cable system operators. The
PRASARA BMS contains the following modules:
1. CUSTOMER ACCESS MANAGEMENT SYSTEM
The BMS Customer Access Management System (CAMS) collects and maintains relevant
information about subscribers, including demographics, consumer preferences,
credit card information, and billing data. This enables cable service providers
to track the services and features preferred by customers, maintain
transactional records, and accurately bill subscribers.
2. PROVIDER ACCOUNT MANAGEMENT SYSTEM
The BMS Provider Account Management System (PAMS) collects and maintains
pertinent information about content providers, business affiliates, and their
associated products. PAMS maintains the information necessary to generate
royalty or commission affidavits for the providers and to communicate with
legacy accounting systems to report revenue. PAMS includes a product management
tool that enables easy maintenance (activate/deactivate, change price) of the
provider's products and services.
3. CONTENT MANAGEMENT SYSTEM
The Content Management System (CMS) is used to manage the interactive media
assets (video, audio, etc.) that will be offered using the VOD system. The CMS
identifies and tracks media assets through the content staging and loading
procedures and ensures that content usage complies with the contractual rules
defined in the PAMS.
4. ORDER MANAGEMENT SYSTEM
The BMS Order Management System (OMS) provides the cable service provider with
the ability to process subscribers' orders and ensure the accurate routing of
fulfillment information. For example, when a subscriber orders VOD content the
OMS will receive the order from the set top box, populate the BMS database
tables, generate a corresponding fulfillment record, and update the cable
billing system via the billing interface. The OMS also supports the integration
of ITV and e-commerce applications.
5. PROPAGATION MANAGER
The Propagation Manager is used to distribute content to or remove content from
remote servers from a central operations center. The Propagation Manager works
in cooperation with the Content Management System (CMS) and the Provider Account
Management System (PAMS) to ensure that availability windows are adhered to by
pro-actively prompting the administrator to add or remove content. Content can
be propagated to all servers simultaneously or to specific servers, providing
the cable system operator a high degree of flexibility.
6. HEALTH MONITOR
The Health Monitor alerts administrators in the event of a system failure.
CONCURRENT'S MOTOROLA BASED VOD SOLUTION features the Vivid Business Management
Tool (BMT), a comprehensive content, subscriber, order, billing, and royalty
payment system designed to satisfy the needs of cable system operators. The
Vivid BMT contains the following modules:
1. CSR CONSOLE
The CSR console allows the entry and maintenance of subscriber information,
including demographics, consumer preferences, credit card information, and
billing data. This enables cable service providers to track the services and
features preferred by customers, maintain transactional records, and accurately
bill subscribers.
9. SYSTEM MANAGER
The System Manager is used to enter standard and custom genres, movie
packages, leases, and menu system types that are used to specify the
characteristics of media assets when their descriptions are added to the
database.
10. DEVICE MANAGER
The Device Manager is used to enter information about the VOD hardware and
applications at the network center. This information enables the modular system
components to work together. The Device Manager also contains a
health-monitoring tool that alerts administrators in the event of server
component or system failure.
11. CONTENT MANAGER
The Content Manager is used to enter and maintain the interactive media assets
(video, audio, etc.) that will be offered using the VOD system. It is also used
to collect and maintain content provider information and to generate royalty or
commission affidavits. Content propagation and removal are also controlled
using the content manager.
12. USAGE TOOLS
The Vivid Business Management Tool contains a variety of usage tools that allow
cable system operators to analyze customer usage patterns and buy rates, as well
as other pertinent marketing information related to VOD services. This
information can be helpful in evaluating the effectiveness of various marketing
schemes and determining the optimal cycle for refreshing media assets.
13. SUPPORTED BILLING SYSTEM INTERFACES
--------------------------------------
The Vivid BMT is integrated with a number of common cable billing systems
including Convergys, CSG, and DST/Innovis (CableData).
5
TRAINING COURSE DESCRIPTIONS
MEDIAHAWK MODEL 2000 SYSTEM OPERATION AND MAINTENANCE
This course is designed to introduce the system operator to Concurrent Computer
Corporation's MediaHawk Model 2000 video server. A general overview is followed
by detailed instruction on the installation, operation and maintenance of the
video server. Lecture material is reinforced with practical hands-on lab
exercises.
After successful completion of the course, the student will be able to identify,
configure, and understand the function of all major hardware assemblies, boot
and configure the MediaHawk video server's VOD Kernel, identify problems,
perform fault isolation and system recovery procedures, and perform subassembly
removal and replacement.
Certification by this course provides eligibility for the user to request repair
or exchange of MediaHawk subassemblies through the Concurrent Computer
Corporation Repair Center.
Prerequisites: Students are expected to have practical experience with computer
system technology and the use of basic system commands in a DOS or Unix based
operating system. Experience with basic hand tools and electronic test
equipment.
Course Number: MH2008
Course Length: ****
Cost: ****
Location: Atlanta, GA
MEDIAHAWK BROADBAND VOD BACKOFFICE BUSINESS MANAGEMENT SYSTEM (BMS)
This course is designed to familiarize systems and business operations staff and
customer service representatives with the MediaHawk BackOffice BMS. A brief
overview of MediaHawk BackOffice BMS components is augmented by a comprehensive
review of system modules and hands-on lab.
The course instills proficiency in establishing and managing user roles, user
access, table maintenance, subscriber account information, purchases and
credits, content management, reports, general subscriber menus and
troubleshooting.
Prerequisites: Students are expected to be comfortable working within a Windows
environment.
Course Number: MH2009
Course Length: ****
Cost: ****
Location: Atlanta, GA
6
MEDIAHAWK MODEL 2000 TOTAL SOLUTION
This course is a combined System Operation and Maintenance, and MediaHawk
BackOffice BMS and is designed to represent a Total Solution for the MediaHawk
Model 2000 Video-On-Demand System.
Course Number: MH2010
Course Length: ****
Cost: ****
Location: Atlanta, GA
ON-SITE AND CUSTOM COURSES
The flexibility of on-site classes is provided by the Training Center for those
customers who want to enroll a group of students in the same course. The
customer can realize a substantial savings in travel costs.
Instead of a customer having to pay for multiple students' travel expenses to
Concurrent, they need only cover the instructor's cost of travel and expenses to
their site. Even greater savings are realized for larger classes. Besides the
differences in travel costs, savings are also realized in tuition costs when the
maximum class size is utilized.
In addition to these reductions in cost, there are several intangible benefits
from choosing on-site courses:
Employees will be trained on the Concurrent VOD Products for which they will be
responsible.
Multiple employees will not be absent from the customer's facility
simultaneously.
Optimum scheduling can be achieved based on customer requirements.
On-site instruction includes one set of training materials, which may be
reproduced by the customer for the number of students enrolled in the class.
Should the implementation of a Video-On-Demand system require training which is
not one of the regularly scheduled courses as listed in the published schedule,
a customized course can be prepared and taught at the Training Center or
on-site. This customized course can take the form of modifying the format of an
existing course or developing a completely new course.
7
ATTACHMENT B
The pricing specified in this Agreement includes all reasonable parameters
required to correctly design, install, operate and maintain a fully functional,
highly reliable commercial Concurrent VOD system including, but not limited to,
media asset loading and management, video storage/pump, DVB/ASI and QAM output,
server interconnect equipment/Ethernet hubs, and all software. Equipment that is
required (other than WAN networking DWDM and Comcast head-end equipment required
to operate a video distribution system), that was not included in the product
and price description in this Agreement, is the responsibility of Concurrent at
Concurrent's expense. Comcast is not responsible for additional costs required
to provide a fully functional system except when Comcast requests additional
functionality from Concurrent. If Comcast requests additional functionality from
Concurrent's standard product, then Comcast and Concurrent shall agree, in
writing, to the additional products and pricing prior to accepting any changes
in pricing.
1. PRODUCT DISCOUNT SCHEDULE
Product Discount Schedule applies to all Hardware and Software List
Pricing. Future pricing extended to Comcast shall be the lesser of: the pricing
that Concurrent offers to its MFN customers OR the Concurrent list pricing minus
the Product Discount associated with the appropriate volume level per the
Discount Schedule below.
1. **** VOD Capable Subscribers - **** additional product discount;
2. **** VOD Capable Subscribers - **** additional product discount;
3. **** VOD Capable Subscribers - **** additional product discount; and
4. **** VOD Capable Subscribers - **** additional product discount.
2. HARDWARE AND SOFTWARE LIST PRICING
CONCURRENT LIST PRICE PER STREAM FOR SYSTEMS BETWEEN 320 AND 10,000
STREAMS:
14. CONFIGURATION 1: MOTOROLA
- --------------------------------------------------------------------------------
Servers configured for use with Motorola DCT with QAM256 IF outputs,
3.75Mb/s content, 400 hours of storage using 4 analog channels, includes all
Backoffice Hardware and software, streams available in 320 stream increments, 3
year warranty, installation included:
- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------
**** ****
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONFIGURATION 2: MOTOROLA
Servers configured for use with Motorola DCT with QAM256 IF outputs,
3.0Mb/s content, 400 hours of storage using 4 analog channels, includes all
Backoffice Hardware and software, streams available in 384 stream increments, 3
year warranty, installation included:
**** ****
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONFIGURATION 3: SCIENTIFIC ATLANTA
Servers configured for use with Scientific Atlanta Explorer with DVB-ASI
outputs, 3.75Mb/s content, 400 hours of storage using 4 analog channels,
includes all Backoffice Hardware and software, streams available in 320 stream
increments, 3 year warranty, installation included:
**** ****
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONFIGURATION 4: SCIENTIFIC ATLANTA
Servers configured for use with Scientific Atlanta Explorer with DVB-ASI
outputs, 3.0Mb/s content, 400 hours of storage using 4 analog channels, includes
all Backoffice Hardware and software, streams available in 384 stream
increments, 3 year warranty, installation included:
**** ****
- --------------------------------------------------------------------------------
Hardware and Software List pricing hereunder includes:
Installation
Training
**** Warranty and Maintenance
Media Hawk Base System
9
Propagation/Library Server
Streaming Units
Storage Units
Control PC's
All Software, including licenses
3. MAINTENANCE
After the **** Initial Warranty Period (as may be extended pursuant to The
Agreement Section 1 Concurrent shall charge an annual maintenance fee equal to
the product of (x) **** and (y) the aggregate purchase price of all VOD Products
delivered by Concurrent to Comcast (the "Maintenance Fee"
4. OTHER CHARGES
Shipping, Taxes and Insurance are not included
Traveling expenses for initial installation not included
DETAILED PRODUCT LIST AND PRICING: MARCH 2001
- ---------------------------------------------------
Propagation
MEDIAHALWK MODEL 2000 BASED SYSTEMS
- ----------------------------------------------------------------------------------------
MODEL NUMBER BRIEF DESCRIPTION PRICE
- ------------------ ------------------------------------------------------------- -----
MH2-1CCCC-1CCCC-A1 MH2000 Base System Video server 32 QAM outputs ****
- ------------------ ------------------------------------------------------------- -----
MH2-1CCC0-1CCC0-A1 MH2000 Base System Video server 24 QAM outputs ****
- ------------------ ------------------------------------------------------------- -----
MH2-1CC00-1CC00-A1 MH2000 Base System Video server 16 QAM outputs ****
- ------------------ ------------------------------------------------------------- -----
MH2-1C000-1C000-A1 MH2000 Base System Video server 8 QAM outputs ****
- ------------------ -----
MH2-19999-19999-A1 MH2000 Base System with 8 DVB-ASI Streaming Units ****
- ------------------ ------------------------------------------------------------- -----
MH2-19990-19990-A1 MH2000 Base System with 6 DVB-ASI Streaming Units ****
- ------------------ ------------------------------------------------------------- -----
MH2-19900-19900-A1 MH2000 Base System with 4 DVB-ASI Streaming Units ****
- ------------------ ------------------------------------------------------------- -----
MH2-19000-19000-A1 MH2000 Base System with 2 DVB-ASI Streaming Units ****
- ------------------ ------------------------------------------------------------- -----
MH2-08000-08000-A1 MH2000 Base System with two Gigabit Ethernet Streaming Units ****
- ------------------ ------------------------------------------------------------- -----
MEDIAHALWK MODEL 2000 PROPOGATION/LIBRARY SERVER OPTIONS
- ----------------------------------------------------------------------------------------
MODEL NUMBER BRIEF DESCRIPTION PRICE
- ------------------ ------------------------------------------------------------- -----
MH2-CP0210-PROP MH2000 Gigabit Ethernet, 66MHz Propogation Unit w/Driver ****
- ------------------ ------------------------------------------------------------- -----
MH2-CP0300-PROP MH2000 IP-over-ATM/OC3c Multi-Mode Propogation Unit w/Driver ****
- ------------------ ------------------------------------------------------------- -----
MEDIAHALWK MODEL 2000 STREAMING UNITS
- ----------------------------------------------------------------------------------------
MODEL NUMBER BRIEF DESCRIPTION PRICE
- ------------------ ------------------------------------------------------------- -----
MH2-CP0210-OUT MH2000 Gigabit Ethernet, 66MHz Streaming Unit w/Driver ****
- ------------------ ------------------------------------------------------------- -----
MH2-CP0275 MH2000 DVB-ASI Streaming Unit w/Driver ****
- ------------------ ------------------------------------------------------------- -----
MH2-CP0410 MH2000 Quad QAM256/ATSC Streaming Unit w/Driver ****
- ------------------ ------------------------------------------------------------- -----
MEDIAHALWK MODEL 2000 STORAGE UNITS
- ----------------------------------------------------------------------------------------
MODEL NUMBER BRIEF DESCRIPTION PRICE
- ------------------ ------------------------------------------------------------- -----
MH2-RB5936-SU MH2000 36GB Fibre-Channel Storage Unit (5+1) ****
- ------------------ ------------------------------------------------------------- -----
MEDIAHALWK MODEL 2000 CONTROL PCS (MOTOROLA/GI OPTIONS)
- ----------------------------------------------------------------------------------------
MODEL NUMBER BRIEF DESCRIPTION PRICE
- ------------------ ------------------------------------------------------------- -----
MH2-NCRM-GI-A1 Net Center Resource Manager - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-NCRM-RKMM-A1 NCRM Monitor, Keyboard & Mouse Kit - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-CMSRM-GI-A1 Content Management Station - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-CMS-RKMM-A1 CMS Monitor, Keyboard & Mouse Kit - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-CMSTW-GI-A1 Content Management Station - Tower ****
- ------------------ ------------------------------------------------------------- -----
MH2-CMS-KMM-A1 CMS Monitor, Keyboard & Mouse Kit - Tower ****
- ------------------ ------------------------------------------------------------- -----
MH2-CSRC-GI-A1 CSR Console - Desktop ****
- ------------------ ------------------------------------------------------------- -----
MH2-CSRC-KMM-A1 CSR Monitor, Keyboard & Mouse Kit - Desktop ****
- ------------------ ------------------------------------------------------------- -----
MH2-HERM-GI-A1 Headend Resource Manager - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-HERM-RKMM-A1 HERM Monitor, Keyboard & Mouse Kit - Rackmount ****
- ------------------ ------------------------------------------------------------- -----
MH2-KVMSWITCH-A1 KVM Switch, monitor, keyboard and mouse. ****
- ------------------ ------------------------------------------------------------- -----
11
ATTACHMENT C
Concurrent Computer Corporation
VOD System Acceptance Test Procedures(FAT/SAT) For
COMCAST
14.1 Scope
This functional test procedures document is used to validate and document
the performance and functionality of the Concurrent Computer Corporation VOD
System deployed for COMCAST. These procedures are completed and documented
during FAT at Concurrent Computer Corp. staging facility by Concurrent test
personnel. Optionally, a customer representative can attend and participate in
the FAT.
The procedures will be run again at the customer site (SAT) after
installation, but prior to providing VOD service to actual subscribers. Tests of
the following categories are performed:
1) Settop configuration
2) Content loading, preprocessing, and distribution
3) Menu generation and activation for:
a) Movie title
b) Movie description
c) Movie rating
d) Movie price
e) Movie genre
f) Movie lease length
g) Movie activation/deactivation date and time
4) VOD functionality including:
a) Purchasing
12
b) Customer PIN codes, rating restrictions, lease period validation
c) Play, rewind, fast forward, pause, index, stop
5) Video Server Capacity
6) QAM Output level verification
7) Billing System Interface
8) ****
The CCUR VOD System is considered fully installed and tested upon successful
completion of these tests during SAT.
13
14.2 Purpose
The purpose of the VOD Acceptance tests is to:
1. Verify proper installation and operation of the CCUR headend components.
2. Assure that the performance characteristics established by the CCUR VOD
equipment are not degraded by other system components or by system
interconnections.
3. In some cases special accessory devices may be required by unusual local
conditions or may be otherwise specified by the customer. Where such is the
case, these devices will be checked for proper installation and normal
operation, but they are specifically excluded from the guaranteed system
specifications for the test categories below. Examples of such items
include traps, output combining or input splitting filters, input and
output bandpass filters, and output post amplifiers.
14
15. TEST SYSTEM PREPARATION
**** (p. 15-25 omitted pursuant to Confidential Treatment Request)
15
16. POWER FAIL AND RECOVERY TESTS
****
17. INTERACTIVE PERFORMANCE VERIFICATION TEST
****
18. MOVIE QUALITY TEST
****
19. QAM TEST
****
ATTACHMENT D
PRODUCT WARRANTY
----------------
****
17