EDGE INFORMATION SYSTEMS
MISSION CRITICAL
TRICORD MAINTENANCE AGREEMENT
Agreement Number 706101
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This agreement is made and entered into by and between Edge Information
Systems, Inc. a California corporation ("Edge IS"), located at 150 Baypointe
Parkway, San Jose, CA 95134, and Audio Highway, located at 20600 Mariani
Avenue, Cupertino, CA 95014. In consideration of the mutual covenants and
promises contained herein, the parties hereby agree as follows:
TERM
This agreement shall be effective for a period of twelve months, June 1, 1997
to May 31, 1998. Pricing options are outlined in the section Pricing and
Payment Terms.
TERMINATION
Either party may terminate this agreement by providing a 30 (thirty) day
written notification. In the event that Edge IS terminates the agreement, a
credit will be issued equal to the number of months remaining in the contract
multiplied by 1/12 of the original contract amount. In the event that client
terminates the agreement, a credit will be issued equal to the number of
months remaining in the contract multiplied by 1/24 of the original contract
amount.
SERVICES PROVIDED
The following services will be provided:
CRITICAL COMPONENTS
MAINTENANCE: Parts and labor to replace or repair defective Tricord
ES/100 and Tricord ES/166 components covered under
the contract and within 50 miles of the Edge IS
offices. Best efforts response to be provided within
four (4) business hours of initial call. The
following items are considered critical components:
Power Supply Modules, Bridge Subsystem, Intelligent
Management Subsystem, Power Entry Module,
Power/Cooling System, Intelligent SCSI Subsystem,
CPU 100MHZ and CPU 166MHZ cards with cache.
Non-critical components which are not covered in a 4
hour turnaround time include memory, hard drives,
and additional CPU processing boards. These items
are covered under Tricord's standard 2-3 business
day warranty and will be installed by EdgeIS when we
receive the necessary part.
PREVENTIVE
MAINTENANCE AND
DIAGNOSTIC SUPPORT
VISITS:
Edge IS Engineers will conduct 3 (three) preventative maintenance visits per
year. Edge IS Engineers will run diagnostics on covered equipment, update the
documentation on the original equipment and provide a written summary of
findings and recommendations.
UNLIMITED TELEPHONE
SUPPORT: An Edge IS telephone support contract provides
unlimited telephone support for up to two client
contacts during normal business hours (24 hours a
day for Mission Critical contracts). This service is
not an applications help desk or an end-user support
line. It is intended to provide trained LAN
Administrators access to technical resources. Calls
will be returned by a technical support engineer no
more than one hour after initial contact (calls will
be returned within 20 minutes for Mission Critical
contracts).
EXTENDED NOS/NLM
MAINTENANCE: Edge IS Engineers will troubleshoot network
operating system anomalies, determine corrective
action and obtain new drivers/operating system
patches available in the public domain. Edge IS will
also provide installation of such patches as deemed
appropriate by Edge IS Engineers, the software
developer, and the original equipment manufacturer
to maintain the functionality of the system as
installed. NOS/NLM (Network Operating System/Netware
Loadable Modules) maintenance covers all operating
system products provided and installed by Edge IS
during the term of the contract. In addition, Edge
IS will provide, but not install, any non-essential
patches requested by the customer. Edge IS reserves
the right to bill for all products and services
utilized to correct issues that cannot be addressed
through the application of standard maintenance
patches.
EXTENDED HOURS
SUPPORT: Edge IS offers telephone and on-site services 24
hours per day, 7 days per week. When enrolling in
this program, you are provided an emergency pager
number, as well as a list of numbers for escalation.
You may place a call at any time on any day and you
will receive a call back by one of our engineers
within twenty minutes. If required, an engineer will
be dispatched on-site within four hours.
SERVICES EXCLUDED
The following services are specifically excluded from this maintenance
agreement:
1. On-going network administration such as moves, adds, changes, routine
backup and restore, training, etc.
2. Installation, maintenance, configuration and support of applications
software with the exception of re-installation of applications when the
disaster recovery option for services is selected.
3. Service issues due to the introduction of a computer virus.
4. Service issues created by the installation of additional hardware or
software, or modification of the original installation, unless
performed by Edge IS.
Any work performed to address the above issues will be billed at standard
Edge IS engineering rates.
TERMS AND CONDITIONS
Edge IS will not, under any circumstances, be liable for any lost profit,
lost savings, or other incidental or consequential damages including, but not
limited to, property damage, lost time, loss of use of any equipment or any
other damages resulting from the breakdown or failure of any equipment or
from delays in servicing or the inability to render service on any equipment.
Edge IS liability for damages resulting from any cause whatsoever, including
but not limited to Edge IS's negligence or installation of defective parts or
components shall not exceed the actual price paid to Edge IS by client for
the products or services.
Neither party shall be liable for an failure, inability or delay to perform
hereunder, if such failure, inability or delay is due to circumstances beyond
its control, including but not limited to, war, strike, lockout, labor
disturbance, social conflict, fire, explosion, or natural disasters.
Edge Is will not be liable for any damage to computer equipment caused by
power surges, outages, brownouts, improper electrical wiring, etc. It is the
client's responsibility to ensure that adequate power protection is being
utilized.
Edge IS will, in no way, be responsible for the integrity for any data stored
on computers, drives, tape backup systems, or any other product that contains
data. Client understands the need to maintain current backups of stored data
prior to initiating any work.
Edge IS reserves the right to use subcontractors to fulfill our obligations
under this agreement.
Failure to make timely payments for products or services delivered under this
proposal will result in suspension of all services upon a thirty (30) day
written notice by Edge Information Systems.
In the event that any Edge IS employee or subcontractor is hired by client
within six months subsequent to the performance of services, client agrees to
pay a fee of 40% of the individual's current annual salary.
Client warrants and represents that it has a valid software license for each
application that client directs Edge IS employees to install either on
individual workstations or on a server for specified workstations. Further,
Client agrees to indemnify Edge Information Systems against any action a
software manufacturer may take for unauthorized duplication of software that
"Company" directed Edge IS to install on our systems.
Client will identify an employee who will serve as primary point of contact
with Edge IS personnel in authorizing and scheduling work.
Client represents that the individual signing this agreement is duly
authorized to enter into this agreement.
Client will be responsible for license fees and taxes or assessments charged
or levied by reason of anything performed under this agreement.
This contract is not transferable or assignable by client without prior
written consent of Edge IS.
PRICING AND PAYMENT TERMS
OPTION 1:
Annual Contract Price for the Tricord Servers shown in Exhibit A: $34,250
5% Discount for full year Prepaid (due and payable on or before May 31) $32,537
OPTION 2:
Annual Contract Price for the Tricord Servers shown in Exhibit A: $34,250
Payable in the following 4 months installments:
50% due on May 31, 1997 $17,125
25% due on September 30, 1997 $8,563
25% due on January 31, 1998 $8,562
OPTION 3:
Annual Contract Price for the Tricord Servers shown in Exhibit A: $34,250
Payable in the following 3 month installments
First payment due on May 31, 1997 $10,000
2nd payment due on August 31, 1997 $8,084
3rd payment due on November 30, 1997 $8,083
4th payment due February 28, 1997 $8,083
It is the understanding of EdgeIS and the client that the payment plan
described in Option 2 is the preferred option of payment. Should the client
decide to return the Tricord equipment to Tricord and purchase new servers by
May 31st, these committed payments can be applied to a contract for new
servers and services provided by EdgeIS.
ENTIRE AGREEMENT
This agreement sets forth the entire agreement and understanding between the
parties with respect to the subject matter hereof. The attached agreements
are made a part of this agreement. This agreement shall not be supplemented,
modified or amended except by a written instrument signed by duly authorized
representatives of client and Edge I.S., respectively, and no other person
has or shall have the authority to supplement, modify or amend this agreement
in another manner. This agreement shall be interpreted and governed by the
laws of the State of California.
In witness whereof, the parties have signed this agreement by their duly
authorized representatives.
EDGE INFORMATION SYSTEMS AUDIO HIGHWAY
By: /s/ [ILLEGIBLE] By: /s/ N.M. Schulhof
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Title: V.P. Title: President
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Date: 3/28/97 Date: 3/28/97
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EXHIBIT A
Tricord Servers covered by this agreement:
Tricord ES/166 (Quantity: 1)
*8 Processor 166MHZ CPU
*768MB RAM
*Four 2GB Drives
Tricord ES/100P (Quantity: 1)
*2 Processor 100MHZ CPU
*512MB RAM
*Two 2GB Drives
*Five 9.1GB Drives
Tricord ES/100P (Quantity: 1)
*2 Processor 100MHZ CPU
*256MB RAM
*Two 2GB Drives
*Six 9.1GB Drives