1
AGREEMENT NO. MC-10/96-DM
PAGE 1
(4/8/96 NPPA)
NETWORK PRODUCTS PURCHASE AGREEMENT
NUMBER MC-10/96-DM
Northern Telecom Inc., a Delaware corporation having offices at 0000 Xxxxxxxx
Xxxx., Xxxxxxxxxx, Xxxxx 00000 ("Nortel") and MIDCOM Communications Inc., a
state of Washington corporation, having its principal offices and place of
business at MIDCOM Tower, Suite 1600, 0000 Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx
00000 ("Buyer") agree as follows:
1. SCOPE
1.1 Certain terms used in this Agreement shall be defined as set
forth in Exhibit A.
1.2 The terms and conditions of this Agreement shall apply to the
purchase by Buyer and the sale by Nortel of Equipment and
Services and the licensing of Software furnished in connection
with such Equipment. The terms and conditions contained in a
Product Attachment shall modify and/or supplement the other
terms and conditions of this Agreement, only with respect to the
Product Line and Services described in the Product Attachment.
1.3 All Products and Services obtained by Buyer pursuant to this
Agreement shall be obtained by Buyer solely for initial use by
Buyer in its internal business to provide services available
through its networks, and not as stock in trade or inventory
which is intended for resale by Buyer to any third party as new
and unused material. All such Products shall be installed in the
United States.
2. TERM
2.1 This Agreement shall be in effect during the period that any
Product Attachment is in effect. Each Product Attachment shall
be in effect during its Product Attachment Term. This Agreement
or any part thereof may be terminated in accordance with the
express provisions of this Agreement concerning termination or
by written agreement of the parties.
2.2 The termination of this Agreement or any part thereof shall
not affect the obligations of either party thereunder which have
not been fully performed with respect to any accepted Order,
unless such Order is expressly terminated in accordance with
this Agreement or by written agreement of the parties.
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3. ORDERING
All purchases pursuant to this Agreement shall be made by means of
Orders issued from time to time by Buyer, and executed by a Vice
President of Buyer, and accepted by Nortel in writing within fifteen
(15) days. Otherwise, any such Order shall be deemed to be void. All
Orders shall reference this Agreement and the applicable Product
Attachment and shall be governed solely by the terms and conditions set
forth herein as modified and/or supplemented pursuant to Section 1.2 by
the terms and conditions of any applicable Product Attachments.
4. PRICES
4.1 The prices, charges, and fees applicable to Orders shall be set
forth in the appropriate Product Attachments and may be revised
in accordance with the provisions stated therein. Buyer shall
pay transportation charges, including insurance, in accordance
with the applicable Product Attachment.
4.2 Until the total of all prices, charges and fees for Products and
related Services furnished hereunder shall have been paid to
Nortel, Buyer shall cooperate with Nortel in perfecting Nortel's
purchase money security interest in such Products and Buyer
shall promptly execute all documents and take all actions
required by Nortel in connection therewith. Buyer shall not
sell, lease or otherwise transfer such Products or any portion
thereof or allow any liens or encumbrances to attach to such
Products or any portion thereof prior to payment in full to
Nortel of the total of all such prices, charges, and fees.
5. TERMS OF PAYMENT
5.1 The amounts payable for Products and/or Services shall be
invoiced by Nortel to Buyer in accordance with the applicable
Product Attachments. All amounts payable and properly invoiced
pursuant to this Agreement shall be paid by Buyer to Nortel
within thirty (30) days from the date of Nortel's invoice in
accordance with the payment instructions contained in such
invoice.
5.2 Overdue payments, excluding those which are the subject of a
good faith dispute, shall be subject to interest charges,
calculated daily commencing on the 31st day after the date of
the invoice, at one percent (1%) per month or such lesser rate
as may be the maximum permissible rate under applicable law.
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6. TAXES
Buyer shall at Nortel's appropriate direction promptly reimburse Nortel,
file an appropriate exemption certificate or notice of exemption, or pay
directly to the applicable government or taxing authority all taxes and
charges arising hereunder, including, without limitation, penalties and
interest resulting from the actions or failure to act by Buyer, except
for taxes computed upon the net income of Nortel. The provisions of this
Section 6 shall survive any termination of this Agreement.
7. RISK OF LOSS, TITLE
7.1 Risk of loss or damage to Products shall pass to Buyer upon
delivery to the loading dock at the installation site or other
delivery location specified by Buyer in its Order, and Buyer
shall keep such Products fully insured for the total amount then
due Nortel for such Products.
7.2 Good title to Equipment furnished hereunder which shall be free
and clear of all liens and encumbrances shall vest in Buyer upon
full payment by Buyer of the total prices, charges and fees
payable by Buyer for such Equipment and any related Software or
Services furnished by Nortel in connection with such Equipment.
7.3 Buyer shall receive a license to use Software subject to the
terms set forth in Exhibit B.
8. TESTING, TURNOVER AND ACCEPTANCE
8.1 If Nortel installs any Products furnished hereunder, the rights
and obligations of the parties with respect to testing, turnover
and acceptance of such Products shall be as set forth in the
applicable Product Attachment.
8.2 If Nortel does not install Products furnished hereunder, Nortel
shall prior to delivery of the Products perform such factory
tests as Nortel determines to be appropriate in order to confirm
that such Products shall be in accordance with the applicable
Specifications. Buyer shall be deemed to have accepted the
Products upon completion of such tests.
8.3 In the event that Buyer places Products into revenue-generating
service, such Products shall be deemed to have been accepted by
Buyer without limitation or restriction.
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9. DISCLAIMERS OF WARRANTIES AND REMEDIES
THE WARRANTIES AND REMEDIES SET FORTH IN EXHIBIT D AND IN ANY PRODUCT
ATTACHMENT CONSTITUTE THE ONLY WARRANTIES OF NORTEL WITH RESPECT TO THE
PRODUCTS AND SERVICES AND BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH
WARRANTIES ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NORTEL SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY NATURE WHATSOEVER, BEFORE OR AFTER THE PLACING OF ANY
PRODUCT INTO SERVICE.
10. LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE AND PATENT INFRINGEMENT
10.1 A party hereto shall defend the other party against any suit,
claim, or proceeding brought against the other party for direct
damages due to personal injuries (including death) or damage to
tangible property which allegedly result from the negligence or
willful misconduct of the defending party in the performance of
this Agreement. The defending party shall pay all litigation
costs, reasonable attorney's fees, settlement payments and such
direct damages awarded or resulting from any such suit, claim or
proceeding.
10.2 Nortel shall defend Buyer against any suit, claim or proceeding
brought against Buyer alleging that any Products, excluding
Vendor Items, furnished hereunder infringe any United States
patent. Nortel shall pay all litigation costs, reasonable
attorney's fees, settlement payments and any damages awarded or
resulting from any such suit, claim or proceeding. With respect
to Vendor Items, Nortel shall assign any rights with respect to
infringement of U.S. patents granted to Nortel by the supplier
of such Vendor Items to the extent of Nortel's right to do so.
10.3 The party entitled to defense pursuant to Section 10.1 or 10.2
shall promptly advise the party required to provide such defense
of the applicable suit, claim, or proceeding and shall cooperate
with such party in the defense or settlement thereof. The party
required to provide such defense shall have sole control of the
defense of the applicable suit, claim, or proceeding and of all
negotiations for its settlement or compromise.
10.4 If an injunction is obtained against Buyer's use of any Products
as a result of any suit, claim, or proceeding described in
Section 10.2, Nortel shall at Nortel's option either:
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10.4.1 promptly procure for Buyer the right to continue using
the portions of the Products enjoined from use; or
10.4.2 promptly replace or modify the same with equivalent or
better Products so that Buyer's use is not subject to
any such injunction.
10.5 If Nortel cannot perform under Section 10.4.1 or 10-4.2, Buyer
shall have the right to return the infringing Products to Nortel
upon written notice to Nortel, and in the event of such return,
neither party shall have any further liabilities or obligations
under this Agreement on account of such infringement or return,
except Nortel shall refund the full price of the Products
ordered during the period defined as twenty-four (24) months
from the in service date of the Products and thereafter the
depreciated value of such Products carried on Buyer's books at
the time of such return, less any outstanding monies due Nortel
hereunder.
10.6 The obligations of Nortel hereunder with respect to any suit,
claim, or proceeding described in Section 10.2 shall not apply
with respect to Products which are (a) manufactured or supplied
by Nortel in accordance with any design or any special
instruction furnished by Buyer, (b) used by Buyer in a manner or
for a purpose not contemplated by this Agreement, (c) located by
Buyer outside the United States, or (d) used by Buyer in
combination with other products not provided by Nortel,
including, without limitation, any software developed solely by
Buyer through the permitted use of Products furnished hereunder,
provided the infringement arises from such combination or the
use thereof. Buyer shall indemnify and hold Nortel harmless
against any loss, cost, expense, damage, settlement or other
liability, including, but not limited to, attorneys' fees, which
may be incurred by Nortel with respect to any suit, claim, or
proceeding described in this Section 10.6.
10.7 Notwithstanding the above, Nortel shall have no obligation or
liability with regard to any patent infringement suit, claim, or
proceeding that may be made or brought against Buyer (i)
alleging that method of use claims in such patent are infringed
by any service offering and/or by any use by Buyer of Products
furnished hereunder to make such service offering available or
(ii) resulting in a settlement payment, or award of damages, or
accounting of profits, where such settlement, award, or
accounting is based on the revenues or profits earned or other
value obtained by Buyer from its use of such Products and/or is
based on the lost revenues or profits of third parties arising
from Buyer's use of such Products.
10.8 If Nortel determines that any Products are or may become the
subject of a suit, claim, or proceeding as described in Section
10.7, Nortel may provide Buyer with notice to that effect.
Nortel shall have no liability to Buyer pursuant to Section
10.22, 10.4, or 10.5 with respect to Buyer's use of such
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Products which occurs subsequent to such notice. In addition to
its obligations pursuant to Section 10.3, if Buyer becomes aware
that any Products may become the subject of any such suit,
claim, or proceeding before receiving any such notice from
Nortel, Buyer shall provide Nortel with notice to that effect.
10.9 After receipt of notice from Nortel pursuant to Section 10.8,
Buyer shall have the option to return to Nortel the applicable
Products identified in such notice and Nortel shall refund the
depreciated value (as carried on the books of Buyer) of the
returned Products to Buyer as more fully set forth in Section
10-5.
10.10 The provisions of Sections 10.2 through 10.9 state the entire
liability of Nortel and its suppliers and the exclusive remedy
of Buyer with respect to any suits, claims, or proceedings of
the nature described in Section 10.2.
10.11 Each party's respective obligations pursuant to this Section
shall survive any termination of this Agreement.
11. REMEDIES AND LIMITATION OF LIABILITY
11.1 Nortel shall have the right to suspend its performance by
written notice to Buyer and forthwith remove and take possession
of all Products that shall have been delivered to Buyer, if,
prior to payment to Nortel of any amounts due pursuant to this
Agreement with respect to such Products, Buyer shall (a) become
insolvent or bankrupt or cease, be unable, or admit in writing
its inability, to pay all debts as they mature, or make a
general assignment for the benefit of, or enter into any
arrangement with, creditors, (b) authorize, apply for, or
consent to the appointment of, a receiver, trustee, or
liquidator of all or a substantial part of its assets or have
proceedings seeking such appointment commenced against it which
are not terminated within ninety (90) days of such commencement,
or (c) file a voluntary petition under any bankruptcy or
insolvency law or under the reorganization or arrangement
provisions of the United States Bankruptcy Code or any similar
law of any jurisdiction or have proceedings under any such law
instituted against it which are not terminated within ninety
(90) days of such commencement.
11.2 In the event of any material breach of this Agreement which
shall continue for thirty (30) or more days after written notice
of such breach (including a reasonably detailed statement of the
nature of such breach) shall have been given to the breaching
party by the aggrieved party, the aggrieved party shall be
entitled at its option to avail itself of any and all remedies
available at law or equity, except as otherwise provided in this
Agreement.
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11.3 Nothing contained in Section 11.2 or elsewhere in this Agreement
shall make either party liable for any incidental, indirect,
consequential or special damages of any nature whatsoever for
any breach of this Agreement whether the claims for such damages
arise in tort, contract, or otherwise, or shall increase the
liability of the breaching party under this Agreement, including
all Exhibits thereto, beyond that prescribed therein except that
the foregoing shall not operate to limit Buyer's liability for a
breach by it of its obligation under the Software License in
Exhibit B.
11.4 Any action for breach of this Agreement or to enforce any right
hereunder shall be commenced within two (2) years after the
cause of action accrues or it shall be deemed waived and barred.
11.5 The limitations on either party's liability and other
obligations set forth in Sections 9, 10, and 11 shall survive
any termination of this Agreement.
12. FORCE MAJEURE
If the performance by a party of any of its obligations under this
Agreement shall be interfered with by reason of any circumstances beyond
the reasonable control of that party, including without limitation,
unavailability of supplies or sources of energy, power failure,
breakdown of machinery, or labor difficulties, including without
limitation, strikes, slowdowns, picketing or boycotts, then that party
shall be excused from such performance for a period equal to the delay
resulting from the applicable circumstances and such additional period
as may be reasonably necessary to allow that party to resume its
performance. With respect to labor difficulties as described above, a
party shall not be obligated to accede to any demands being made by
employees or other personnel.
13. CONFIDENTIAL INFORMATION
13.1 Each party which receives the other party's Confidential
Information shall use reasonable care to hold such Confidential
Information in confidence and not disclose such Confidential
Information to anyone other than to its employees and employees
of its affiliates with a need to know. A party that receives the
other party's Confidential Information shall not reproduce such
Confidential Information, except to the extent reasonably
required for the performance of its obligations pursuant to this
Agreement and in connection with any permitted use of such
Confidential Information.
13.2 Buyer shall take reasonable care to use Nortel's Confidential
Information only for study, operating, or maintenance purposes
in connection with Buyer's use of Products furnished by Nortel
pursuant to this Agreement.
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13.3 Nortel shall take reasonable care to use Buyer's Confidential
Information only to perform Nortel's obligations to provide
Products and/or Services to Buyer, provided Nortel may use any
of Buyer's Confidential Information for the development,
manufacture, marketing and maintenance of new products and/or
services and/or changes or modifications to the existing
Products and/or Services, which Nortel may, in either case,
provide to third parties without restriction.
13.4 The obligations of either party pursuant to this Section 13
shall not extend to any Confidential Information which recipient
can demonstrate through written documentation was already known
to the recipient prior to its disclosure to the recipient, was
known or generally available to the public at the time of
disclosure to the recipient, becomes known or generally
available to the public (other than by act of the recipient)
subsequent to its disclosure to the recipient, is disclosed or
made available in writing to the recipient by a third party
having a bona fide right to do so, or is required to be
disclosed by process of law, provided that the recipient shall
notify the disclosing party promptly upon any request or demand
for such disclosure.
13.5 The parties' obligations pursuant to this Section 13 shall
survive any termination of this Agreement for a period of twelve
(12) months.
14. BUYER'S RESPONSIBILITIES
14.1 All sites at which the Products shall be delivered or installed
shall be prepared by Buyer in accordance with Nortel's
standards, communicated to Buyer, including, without limitation,
environmental requirements.
14.2 Buyer shall provide Nortel-designated personnel reasonable
access to the Products during the times deemed reasonably
necessary by Nortel to install, maintain and service the
Products in accordance with Nortel's obligations. Nortel
personnel shall comply with Buyer's reasonable site and security
regulations, provided Nortel receives written notice of any such
regulations reasonably in advance of the arrival of Nortel's
personnel at the site.
14.3 Buyer shall provide reasonable working space and facilities,
including heat, light, ventilation, telephones, electrical
current, trash removal and other necessary utilities for use by
Nortel-designated maintenance personnel, and adequate secure
storage space, if required by Nortel, for Products and
materials, provided Nortel gives written notice of the identity
of its designated maintenance personnel. Buyer shall also
provide adequate security for the Products while on Buyer's
site.
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14.4 Buyer shall obtain all necessary governmental permits applicable
to Buyer in connection with the installation, operation, and
maintenance of Products furnished hereunder, excluding any
applicable permits required in the normal course of Nortel's
doing business.
14.5 Upon written request by Nortel, information which Nortel
reasonably requests from Buyer and which is necessary for Nortel
to properly install or maintain the Products shall be provided
by Buyer to Nortel in a timely fashion and in a form reasonably
specified by Nortel.
15. HAZARDOUS MATERIALS
15.1 Prior to issuing any Order for Services to be performed at
Buyer's facilities, Buyer shall identify and notify Nortel in
writing of the existence of all Hazardous Materials which Nortel
may encounter during the performance of such Services,
including, without limitation, any Hazardous Materials contained
within any equipment to be removed by Nortel.
15.2 If Buyer breaches its obligations pursuant to Section 15.1, (a)
Nortel may discontinue the performance of the appropriate
Services until all the applicable Hazardous Materials have been
removed or abated to Nortel's satisfaction by Buyer at Buyer's
sole expense, and (b) Buyer shall defend, indemnify and hold
Nortel harmless from any and all damages, claims, losses,
liabilities and expenses, including, without limitation,
attorneys' fees, which arise out of Buyer's breach of such
obligations. Buyer's obligations pursuant to this Section 15.2
shall survive any termination of this Agreement.
16. SUBCONTRACTING
Nortel may subcontract any of its obligations under this Agreement, but
no such subcontract shall relieve Nortel of primary responsibility for
performance of its obligations.
17. REGULATORY COMPLIANCE
In the event of any change in the Specifications or Nortel's
manufacturing or delivery processes for any Products as a result of the
imposition of requirements by any government, Nortel may upon notice to
Buyer, increase its prices, charges and fees to cover the added costs
and expenses directly and indirectly incurred by Nortel as a result of
such change.
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18. GENERAL
18.1 If any of the provisions of this Agreement shall be invalid or
unenforceable under applicable law and a party deems such
provisions to be material, that party may terminate this
Agreement upon notice to the other party. Otherwise, such
invalidity or unenforceability of any nonmaterial provision
shall not invalidate or render this Agreement unenforceable, but
this Agreement shall be construed as if not containing the
particular invalid or unenforceable provision and the rights and
obligations of the parties shall be construed and enforced
accordingly.
18.2 A party shall not release without the prior written approval of
the other party any advertising or other publicity relating to
this Agreement wherein such other party may reasonably be
identified. In addition each party shall take reasonable
precautions to keep the existence and the contents of this
Agreement confidential so long as this Agreement remains in
effect and for a period of one (1) year thereafter, except as
may be reasonably required to enforce this Agreement or by law.
18.3 The construction, interpretation and performance of this
Agreement shall be governed by the laws of the State of North
Carolina, except for its rules with respect to the conflict of
laws.
18.4 Except as set forth in Section 16 hereof, neither party may
assign or transfer this Agreement or any of its rights hereunder
without the prior written consent of the other party, such
consent not to be unreasonably withheld.
18.5 Notices and other communications shall be transmitted in writing
by certified United States Mail, postage prepaid, return receipt
requested, by guaranteed overnight delivery, or by facsimile
addressed to the parties as follows:
To Buyer: MIDCOM Communications Inc.
MIDCOM Tower, Suite 1600
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: VPA Network
with copy to Law Dept., attention
General Counsel
Facsimile: (000) 000-0000
To Nortel: Northern Telecom Inc.
000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
Attention: Vice President & General Manager
Facsimile: (000) 000-0000
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In addition, notices submitted by Buyer to Nortel specific to
any Product Attachment shall be delivered to the address stated
in the applicable Product Attachment along with a copy submitted
to Nortel at the address stated above.
Any notice or communication sent under this Agreement shall be
deemed given upon receipt, as evidenced by the United States
Postal Service return receipt Mail if given by certified United
States Mail, on the following business day if sent by guaranteed
overnight delivery, or on the transmission date if given by
facsimile during the receiving party's normal business hours.
The address information listed for a party in this Section or
any Product Attachment may be changed from time to time by that
party by giving notice to the other as provided above.
18.6 In the event of a conflict between the provisions of this
Agreement which are not contained in a Product Attachment and
the provisions of a Product Attachment, the provisions of the
Product Attachment shall prevail only with respect to the
Product Line and Services described in that Product Attachment.
18.7 All headings used herein are for index and reference purposes
only, and shall not be given any substantive effect. This
Agreement has been created jointly by the parties, and no rule
of construction requiring interpretation against the drafter of
this Agreement shall apply in its interpretation.
18.8 Buyer shall not export any technical data received from Nortel
pursuant to this Agreement, or release any such technical data
with the knowledge or intent that such technical data will be
exported or transmitted to any country or to foreign nationals
of any country, except in accordance with applicable U.S. law
concerning the exporting of such technical data. Buyer shall
obtain all authorizations from the U.S. government in accordance
with applicable law prior to exporting or transmitting any such
technical data as described above.
18.9 Any changes to this Agreement may only be effected if agreed
upon in writing by duly authorized representatives of the
parties hereto. No agency, partnership, joint venture, or other
similar business relationship shall be or is created by this
Agreement.
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18.10 This Agreement, including all Product Attachments and Exhibits
constitutes the entire agreement of the parties with respect to
the subject matter hereof.
NORTHERN TELECOM INC. MIDCOM COMMUNICATIONS INC.
By: /s/ XXXXXX XXXX By: /s/ XXXXXX X. XXXXXXXXXXX
------------------------------- ----------------------------------
(Signature) (Signature)
Name: Xxxxxx Xxxx Name: Xxxxxx X. Xxxxxxxxxxx
------------------------------- ----------------------------------
(Print) (Print)
Title: VP & General Manager Title: Executive Vice President & CFO
------------------------------- ----------------------------------
Date. 3 FEB 97 Date: 1/27/97
------------------------------- ----------------------------------
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EXHIBIT A
DEFINITIONS
As used in the Agreement (as defined below), the following initially capitalized
terms shall have the following meanings:
"Affiliate" shall mean Nortel's parent corporation, Northern Telecom Limited and
any corporation controlled directly or indirectly by Northern Telecom Limited or
Midcom Communications Inc., as the case may be, through the ownership or control
of shares or other securities in such corporation.
"Agreement" shall mean the Agreement to which this Exhibit is attached, and all
Exhibits and Product Attachments.
"Confidential Information" shall mean all information, including, without
limitation, specifications, drawings, documentation, know-how and pricing
information, of every kind or description which may be disclosed by either party
or an Affiliate to the other party in connection with this Agreement, provided
the disclosing party shall clearly xxxx any such information which is disclosed
in writing as the confidential property of the disclosing party and the
disclosing party shall identify the confidential nature of any such information
which it orally discloses at the time of such disclosure and shall provide a
written summary of the orally disclosed information to the recipient within
fifteen (15) days of such disclosure.
"Equipment" shall mean the hardware listed or otherwise identified in, or
pursuant to, any Product Attachment.
"Exhibits" shall mean Exhibits A, B, C, and D attached hereto, and any
additional Exhibits which Nortel and Buyer subsequently agree in writing shall
be incorporated into, and made a part of the Agreement by reference.
"Hazardous Materials" shall mean any pollutants or dangerous, toxic or hazardous
substances (including, without limitation, asbestos) as defined in, or pursuant
to, the OSHA Hazard Communication Standard (29 CFR Part 1910, Subpart Z), the
Resource Conservation and Recovery Act of 1976 (42 USC Section 6901, et seq.),
the Toxic Substances Control Act (15 USC Section 2601, et seq.), the
Comprehensive Environmental Response Compensation and Liability Act (42 USC
Section 9601, et seq.), and any other federal, state or local environmental law,
ordinance, rule or regulation.
"Order" shall mean a written purchase order issued by Buyer to Nortel. Each
Order shall specify on the face of the Order the types and quantities of
Products and/or Services to be furnished by Nortel pursuant to the Order, the
applicable prices, charges and/or fees with respect to such Products and/or
Services,
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Buyer's facility to which the Products are to be delivered, the delivery and/or
completion schedule, and any other information which may be required to be
included in an Order in accordance with the provisions of this Agreement
"Product Attachments" shall mean any Product Attachments which the parties agree
in writing shall be incorporated into, and made a part of, this Agreement.
"Product Attachment Term" shall mean the period specified in a Product
Attachment during which that Product Attachment shall be in effect.
"Product Line" shall mean the Products described in and which may be furnished
pursuant to a specific Product Attachment.
"Products" shall mean any Equipment and/or Software which may be provided under
this Agreement.
"Services" shall mean all services listed or otherwise identified in, or
pursuant to, any Product Attachment which may be purchased from or provided by
Nortel and which are associated with the Product Line described in that Product
Attachment.
"Software" shall mean (a) programs in machine-readable code or firmware which
(i) are owned by, or licensed to, Nortel or any of its Affiliates, (ii) reside
in Equipment memories, tapes, disks or other media, and (iii) provide basic
logic operating instructions and user-related application instructions, and (b)
documentation associated with any such programs which may be furnished by Nortel
to Buyer from time to time.
"Specifications" shall mean, with respect to any Product Line, the
specifications identified in the applicable Product Attachment, provided Nortel
shall have the right at its sole discretion to modify, change or amend such
specifications at any time.
"Third Party Software Vendor" shall mean any supplier of programs contained in
the Software which is not an Affiliate.
"Vendor Items" shall mean, with respect to a Product Line, those portions of the
Product which are identified in the applicable Product Attachment as Vendor
Items.
"Warranty Period" shall mean, with respect to a Product Line, the Warranty
Period specified in the applicable Product Attachment.
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EXHIBIT B
SOFTWARE LICENSE
1. Buyer acknowledges that the Software may contain programs which have
been supplied by, and are proprietary to, Third Party Software Vendors.
In addition to the terms and conditions herein, Buyer shall abide by
any additional terms and conditions provided by Nortel to Buyer in
writing with respect to any Software provided by any Third Party
Software Vendor.
2. Upon Buyer's payment to Nortel of the applicable fees with respect to
any Software furnished to Buyer pursuant to this Agreement, Buyer shall
be granted a personal, non-exclusive, paid-up license to use the version
of the Software furnished to Buyer only in conjunction with Buyer's use
of the Equipment with respect to which such Software was furnished for
the life of that Equipment as it may be repaired or modified. Buyer
shall be granted no title or ownership rights to the Software, which
rights shall remain in Nortel or its suppliers.
3. As a condition precedent to this license and to the supply of Software
by Nortel pursuant to the Agreement, Nortel requires Buyer to give
proper assurances to Nortel for the protection of the Software.
Accordingly, all Software supplied by Nortel under or in implementation
of the Agreement shall be treated by Buyer as the exclusive property,
and as proprietary and a TRADE SECRET, of Nortel and/or its suppliers,
as appropriate, and Buyer shall: a) hold the Software, including,
without limitation, any methods or concepts utilized therein in
confidence for the benefit of Nortel and/or its suppliers, as
appropriate; b) not provide or make the Software available to any person
except to its employees on a 'need to know' basis; c) not reproduce,
copy, or modify the Software in whole or in part except as authorized by
Nortel; d) not attempt to decompile, reverse engineer, disassemble,
reverse translate, or in any other manner decode the Software; e) issue
adequate instructions to all persons, and take all actions reasonably
necessary to satisfy Buyer's obligations under this license; and f)
forthwith return to Nortel, or with Nortel's consent destroy, any
magnetic tape, disc, semiconductor device or other memory device or
system and/or documentation or other material, including, but not
limited to all printed material furnished by Nortel to Buyer which shall
be replaced, modified or updated.
4. The obligations of Buyer hereunder shall not extend to any information
or data relating to the Software which is now available to the general
public or becomes available by reason of acts or failures to act not
attributable to Buyer.
16
AGREEMENT NO. MC-10/96-DM
PAGE 2
5. Buyer shall not assign this license or sublicense any rights herein
granted to any other party except an Affiliate of Buyer without Nortel's
prior written consent, provided such Affiliate agrees in writing to be
bound by the terms of this Software License.
6. Each party shall indemnify and hold the other and its suppliers, as
appropriate, harmless from any loss or damage resulting from a breach of
this Exhibit B. The obligations of the parties under this Exhibit B
shall survive the termination of the Agreement and shall continue if the
Software is removed from service.
17
AGREEMENT NO. MC-10/96-DM
PAGE 1
EXHIBIT C
STORAGE
If Buyer notifies Nortel prior to the scheduled shipment date of Products that
Buyer does not wish to receive such Products on the date agreed by the parties,
or the installation site or other delivery location is not prepared in
sufficient time for Nortel to make delivery in accordance with such date, or
Buyer fails to take delivery of any portion of such Products, Nortel may place
the applicable Products in storage. In that event Buyer shall be liable for all
additional costs thereby incurred by Nortel. Delivery by Nortel of any Products
to a storage location as provided above shall be deemed to constitute delivery
of the Products to Buyer for purposes of this Agreement, including, without
limitation, provisions for payment, invoicing, passage of risk of loss,
and commencement of the Warranty Period.
18
AGREEMENT NO. MC-10/96-DM
PAGE 1
EXHIBIT D
LIMITED WARRANTIES AND REMEDIES
1. Nortel warrants that the Equipment supplied hereunder will under normal
use and service be free from defective material and faulty workmanship
and will conform to the applicable Specifications for the Warranty
Period specified in the Product Attachment with respect to such
Equipment. The foregoing warranty shall not apply to items normally
consumed in operation, such as, but not limited to, lamps and fuses or
to Vendor Items. Nortel covenants and warrants that any installation
Services performed by Nortel with respect to such Equipment shall be
free from defects in workmanship for the Warranty Period set forth in
the applicable Product Attachment.
2. Nortel's sole obligation and Buyer's exclusive remedy under the warranty
and covenants set forth in Section 1 above shall be limited to the
replacement or repair, at Nortel's option and expense, of the defective
Equipment, or correction of the defective installation Services.
Replacement Equipment may be new or reconditioned at Nortel's option.
3. Nortel covenants and warrants that any Software licensed by Nortel to
Buyer under this Agreement shall function during the Warranty Period of
the Equipment with respect to which such Software is furnished without
any material, service-affecting nonconformance to the applicable
Specifications, provided that Buyer shall have paid all Software support
fees specified in the applicable Product Attachment. If the Software
fails to so function, Buyer's sole remedy and Nortel's sole obligation
under this covenant and warranty is for Nortel to correct such failure
through, at Nortel's option, the replacement or modification of the
Software or such other actions as Nortel reasonably determines to be
appropriate.
4. Unless otherwise stated in a Product Attachment, (a) Nortel's covenant
and warranty in Section 3 above shall only apply to the portion of the
Software actually developed by Nortel or its Affiliates, (b) all other
Software shall be provided by Nortel "AS IS", (c) Nortel shall assign to
Buyer on a nonexclusive basis any warranty on such other Software
provided to Nortel by the developer of such other Software to the extent
of Nortel's legal right to do so.
5. The obligations and remedies set forth in Sections 1, 2, and 3 above
shall be conditional upon: the Equipment not having been altered or
repaired, the Software not having been modified, and the Products not
having been installed outside the United States; any defect or
nonconformance not being the result of mishandling, abuse, misuse,
improper storage, improper performance of installation, other services,
maintenance or operation by other than Nortel (including use in
conjunction with any product which is incompatible with the applicable
Equipment or Software or of inferior performance), and/or any error,
19
AGREEMENT NO. MC-10/96-DM
PAGE 2
act, or omission of Buyer described in Section 11.4; the Product not
having been damaged by fire, explosion, power failure, power surge, or
other power irregularity, lightning, failure to comply with all
applicable environmental requirements for the Products specified by
Nortel or any other applicable supplier, such as but not limited to
temperature or humidity ranges, or any act of God, nature or public
enemy; and written notice of the defect having been given to Nortel
within the applicable Warranty Period.
6. The performance by Nortel of any of its obligations described in Section
2 or 3 of this Exhibit D shall not extend the applicable Warranty Period
except to the extent specified in the applicable Product Attachment.
7. Upon expiration of the applicable Warranty Period for Equipment
furnished hereunder, repair and replacement Service for such Equipment
shall be available to Buyer from Nortel in accordance with Nortel's
then-current terms, conditions and prices. Such repair and replacement
Service and notice of any discontinuance of such repair and replacement
Service shall be available for a minimum period set forth in the Product
Attachment applicable to such Equipment. This provision shall survive
the expiration of this Agreement.
8. Unless Nortel elects to repair or replace defective Equipment at Buyer's
facility, all Equipment to be repaired or replaced, whether in or out of
warranty, shall be packed by Buyer in accordance with Nortel's
instructions stated in the applicable Product Attachment and shipped at
Buyer's expense and risk of loss to a location designated by Nortel.
Replacement Equipment shall be returned to Buyer at Nortel's expense and
risk of loss. Buyer shall ship the defective Equipment to Nortel within
thirty (30) days of receipt of the replacement Equipment. In the event
Nortel fails to receive such defective Equipment within such thirty (30)
day period, Nortel shall invoice Buyer for the replacement Equipment at
the then current Nortel price for such.
9. With respect to any Vendor Item furnished by Nortel to Buyer pursuant to
this Agreement, Nortel shall assign to Buyer on a nonexclusive basis any
warranty granted by the party that supplied such Vendor Item to Nortel
to the extent of Nortel's right to do so.
10. Neither Nortel nor Nortel's suppliers, as appropriate, shall have any
responsibility for warranties offered by Buyer to any of its customers.
Buyer shall indemnify Nortel and Nortel's suppliers, from and against
all claims, losses and actual damages, reasonable costs and expenses
(including ordinary and necessary attorneys fees) ("Losses") arising
directly out of a warranty offered by Buyer to its customers. Nortel or
Nortel's suppliers shall first give written notice of any claim and
tender the defense of the applicable suit, claim or proceeding to Buyer.
20
Product Attachment
Page 1
st7286h
PRODUCT ATTACHMENT
CARRIER NETWORKS PRODUCTS
Northern Telecom Inc. ("Nortel") and MIDCOM Communications Inc., ("Buyer") agree
as follows:
1. INCORPORATION BY REFERENCE
This Product Attachment ("Attachment") shall be incorporated into and
made a part of the Network Products Purchase Agreement No. MC-10/96-DM
(the "Agreement") between Nortel and Buyer.
2. DEFINITIONS
For purposes of this Attachment:
"Acceptance Criteria" shall mean, with respect to any Products installed
by Nortel hereunder, the standards and specifications contained in the
Nortel Installation Manuals which are applicable to such Products.
"Equipment" shall mean the equipment listed in Schedule A.
"Extension" shall mean Equipment and/or Software which Nortel engineers
and installs and which is added to an Initial System after the Turnover
Date of the Initial System.
"Initial System" shall mean the Equipment and Software which is included
in any configuration identified in Schedule A as an "Initial System."
"Installation Site" shall mean Buyer's facility identified in an Order
to which the applicable Products identified in such Order shall be
delivered or at which the applicable Services, if any, are to be
performed, respectively.
"Merchandise" shall mean any Equipment which is not part of a System and
with respect to which no engineering or installation Services shall be
provided by Nortel.
"Attachment Term" shall mean the period which shall commence on the date
this Attachment is executed by the latter of the parties and shall
expire sixty (60) months thereafter.
"Services" shall mean the services described in Schedule B.
21
Product Attachment
Page 2
"Software" shall mean the software listed in Schedule A.
"Specifications" shall mean with respect to any Products furnished
hereunder, the specifications published by Nortel which Nortel
identifies as its standard performance specifications for such Products
as of the date of Buyer's Order for such Products.
"System" shall mean any Initial System or Extension.
"Turnover Date" shall mean, with respect to any Products installed by
Nortel hereunder, the date on which Nortel provides the Turnover Notice
to Buyer pursuant to Section 7.a. of this Attachment.
"Warranty Period" shall mean, with respect to:
(a) Any System, the period which shall commence upon the Turnover
Date with respect to such System and shall expire twelve (12)
months thereafter,
(b) Merchandise, the period which shall commence upon the date of
shipment with respect to such Merchandise by Nortel to Buyer
and shall expire ninety (90) days thereafter,
(c) Installation Services involving any System, the period which
shall commence upon the Turnover Date with respect to such
System and shall expire twelve (12) months thereafter,
(d) Equipment which is repaired or replaced pursuant to Nortel's
obligations under Exhibit D to the Agreement, the period
commencing five (5) days after (i) shipment of the replacement
Equipment to Buyer or (ii) completion of the repair at the
Installation Site of the applicable Equipment and which shall
expire on the later of thirty (30) days. thereafter or the
last day of the original Warranty Period with respect to the
Equipment which was repaired or replaced, and
(e) Software which was corrected pursuant to Nortel's obligations
under Exhibit D to the Agreement, the period commencing upon
delivery of the corrected Software by Nortel to Buyer and
expiring on the later of thirty (30) days thereafter or the
last day of the original Warranty Period with respect to such
Software.
3. SCHEDULES
The following Schedules which are attached hereto are an integral part
of the Attachment and are incorporated herein by reference:
22
Product Attachment
Page 3
Schedule A - Products, Prices, and Fees
Schedule B - Services and Charges
Schedule C - Delivery
Schedule D - Documentation
4. ORDERING
With respect to Section 3, ORDERING of the Agreement the following
additional terms shal1 apply:
a. Buyer shall identify in each Order for Products whether the Products
constitute an Initial System, Extension, or Merchandise. All Orders for
Extensions, Merchandise, or any Services other than engineering and
installation Services provided by Nortel in connection with an Order for
an Initial System shall be subject to written agreement of Buyer and
Nortel on the applicable prices, charges and fees with respect thereto
as required pursuant to Section 5, PRICING, of this Attachment.
b. Notwithstanding Exhibit C to the Agreement, Buyer may by written notice
to Nortel cancel without charge any Order for Products and/or Services
prior to the delivery date of the applicable Products set forth in such
Order or the agreed date for the commencement by Nortel of the
applicable Services ("Service Commencement Date"), except that if Buyer
cancels such Order within five (5) weeks or less of any such date, a
cancellation fee of eight percent (8%) of the aggregate price of all
Products and/or Services included in such cancelled Order shall be
payable by Buyer. Nortel may invoice such amount upon receipt of Buyer's
notice of cancellation of the Order.
C. Notwithstanding Exhibit C to the Agreement, Buyer may by written notice
to Nortel not less than six (6) weeks prior to the delivery date of any
Products set forth in an Order and/or the Service Commencement Date of
the applicable Services, delay the delivery date of such Products and/or
the Service Commencement Date of such Services for a period which shall
not exceed ninety (90) days from the date such Products were originally
scheduled to be delivered or ninety (90) days from the Service
Commencement Date, subject to the availability from Nortel of the
applicable Products and/or Services after such period of delay.
d. Except as set forth in Sections 4.b. and 4.c. of this Attachment, any
change to an Order after Nortel's acceptance of such Order shall require
written agreement of Nortel and Buyer upon a written change to the Order
("Change Order") which shall reference the original Order and be
executed by the parties. No such changes shall be implemented until the
applicable Change Order has been executed by the parties.
23
Product Attachment
Page 4
e. With respect to each Order for Products which is accepted by Nortel,
Buyer may make a written request at least ninety (90) days prior to the
scheduled shipment date of such Products for a change ("Change")
consisting of certain addition(s) or deletion(s) to such Products. After
receipt of such request, Nortel shall submit a Job Change Order ("JCO")
to Buyer for Buyer's approval with respect to the requested Change,
except that Nortel shall be under no obligation to submit such JCO to
Buyer if Nortel determines that the Price applicable to such Order would
be reduced by more than ten percent (10%) as a result of the
implementation of the Change. Each JCO shall state whether the
requested Change shall increase or decrease the Price and/or time
required by Nortel for any aspect of its performance under the Agreement
with respect to such Order. Buyer shall accept or reject the JCO in
writing within ten (10) days of receipt thereof. Failure of the Buyer to
accept or reject the JCO in writing as described above shall be deemed a
rejection of the JCO by Buyer. In the event an accepted JCO involves the
return to Nortel of any Equipment which shall have been previously
delivered to Buyer, Nortel may invoice and Buyer shall pay the
transportation costs and Nortel's then-current restocking charge for the
returned Equipment.
f. Any increase or decrease in the Price with respect to an Order hereunder
which is occasioned by an accepted JCO shall be added to or subtracted
from, as applicable, the amount of the last payment due pursuant to
Section 6 with respect to such Order.
g. If Buyer rejects a proposed JCO, then the rights and obligations of the
parties with respect to the applicable Order shall not be subject to
Buyer's requested Changes, provided that Buyer shall promptly pay to
Nortel all of Nortel's additional costs and expenses incurred hereunder
in accordance with Buyer's requested Changes and Nortel's additional
costs and expenses subsequently incurred in order that Nortel may be
able to perform Nortel's obligations without modification by the
requested Changes, and Nortel shall be entitled to an extension of the
dates for performance of its obligations with respect to the applicable
Order as a result of any delays in such performance which result from
the foregoing.
5. PRICING
With respect to Section 4, PRICES of the Agreement, the following
additional terms shall apply:
a. The prices set forth in Schedule A with respect to any Initial System
shall be in effect for a period which shall commence upon the effective
date of this Attachment and shall expire after six (6) months. Nortel
may in its sole discretion, thereafter, increase any prices set forth in
Schedule A upon sixty (60) days prior written notice to Buyer. The
prices listed in Schedule A shall apply to
24
Product Attachment
Page 5
any Order for an Initial System listed in Schedule A which shall be
received by Nortel prior to the effective date of any change in such
prices as permitted by this Section, provided that delivery date for
such Initial System as set forth in the applicable Order shall be not
more than one-hundred twenty (120) days after Nortel's acceptance of
such Orders.
b. The prices for Equipment and the fees for the right to use the Software
included in any Extension, prices for any Merchandise, and charges for
any Services, other than engineering and installation Services provided
with any Initial System shall be as subsequently agreed in writing by
Nortel and Buyer.
c. All transportation charges associated with the shipment of the Products
to Buyer shall be payable by Buyer. Buyer shall promptly reimburse
Nortel for any such charges which may be incurred by Nortel.
6. TERMS OF PAYMENT
With respect to Section 5, TERMS OF PAYMENT, the following additional
terms shall apply:
a. With respect to each Initial System furnished hereunder by Nortel to
Buyer the price listed in Schedule A shall be invoiced by Nortel in
accordance with the following schedule:
(i) Twenty percent (20%) of such price may be invoiced upon Nortel's
acceptance of the Order for such Initial System,
(ii) Fifty percent (50%) of such price may be invoiced on the date of
shipment by Nortel to Buyer of the switch component of such
Initial System,
(iii) Twenty percent (20%) of such price may be invoiced on the
Turnover Date of such Initial System, and
(iv) Ten percent (10%) of such price may be invoiced on the date of
Acceptance of such Initial System.
b. With respect to each Extension furnished hereunder by Nortel to Buyer,
the applicable price determined in accordance with Section 5.b. of this
Attachment shall be invoiced by Nortel in accordance with the following
schedule:
(i) Twenty percent (20%) of such price may be invoiced upon Nortel's
acceptance of the Order for such Extension,
(ii) Fifty percent (50%) of such price may be invoiced on the date
of shipment by Nortel to Buyer of the Equipment included in such
Extension,
25
Product Attachment
Page 6
(iii) Twenty percent (20%) of such price may be invoiced on the
Turnover Date with respect to such Extension, and
(iv) Ten percent (10%) of such price may be invoiced on the date of
Acceptance of such Extension.
c. Except as may be otherwise agreed in writing by the parties Nortel's
prices for Merchandise and charges for any Services determined in
accordance with Section 5.b. above may be respectively invoiced upon
delivery of such Merchandise and upon performance of such Services by
Nortel.
7. TESTING, TURNOVER, AND ACCEPTANCE
Pursuant to Section 8.1 of the Agreement, the rights and obligations of
the parties with respect to testing, turnover and acceptance of any
Products furnished hereunder and installed by Nortel shall be as
follows:
a. Nortel shall provide Buyer with five (5) days written notice prior to
commencing final commissioning and testing of any Products installed by
Nortel. Buyer shall cause an authorized representative of Buyer to be
present at the applicable Installation Site to witness such final
commissioning and testing, provided that in the event such
representative fails to be present for any reason, Nortel shall not be
required to delay performance of such final commissioning and testing.
In connection with the final commissioning and testing of such Products,
Nortel shall test the Products for conformity with the applicable
Acceptance Criteria. When such tests have been successfully completed,
Nortel shall provide Buyer with written notice ("Turnover Notice") that
the applicable Products meet such Acceptance Criteria and are ready for
Buyer's testing for compliance with such Acceptance Criteria. Buyer
shall promptly complete and return to Nortel Buyer's acknowledgment of
receipt of such Turnover Notice.
b. Following the Turnover Date, Buyer may test the applicable Products for
compliance with the Acceptance Criteria using the tests and test
procedures contained in Nortel's Installation Manuals with respect to
such Products. Within fifteen (15) business days following the Turnover
Date of the applicable Products, Buyer shall notify Nortel either that
Buyer has accepted such Products in writing using Nortel's standard
Acceptance Notice form or that Buyer has not accepted such Products in
which case Buyer shall also provide Nortel with a written notice
("Notice of Deficiency") which shall provide in reasonable detail the
manner in which Buyer asserts that the Products failed to meet the
Acceptance Criteria. With respect to any such details with which Nortel
agrees, Nortel shall promptly proceed to take appropriate corrective
action and following correction, Buyer may retest the Products in
accordance with this Section. Buyer shall accept the Products in writing
without delay when the tests
26
Product Attachment
Page 7
pursuant to this Section indicate that the Products comply with the
Acceptance Criteria.
c. With respect to any points of disagreement between Nortel and Buyer
concerning any Notice of Deficiency which are not resolved by Nortel and
Buyer within fifteen (15) business days after the effective date of the
Notice of Deficiency, Buyer, at its option, may waive any rights it may
have on account of any such points of disagreement, or require that the
disputed points be resolved by arbitration.
d. Buyer shall notify Nortel in writing of its election pursuant to Section
7.c. not later than fifteen (15) days after the effective date of the
Notice of Deficiency, if any, given to Nortel by Buyer. Upon expiration
of such fifteen (15) day period unless Buyer has notified Nortel to the
contrary, Buyer shall be deemed to have elected to waive its right with
respect to any points of disagreement then existing between it and
Nortel with respect to such Notice of Deficiency.
e. If Buyer makes timely election to require arbitration of such disputed
points, the arbitrator shall be chosen by mutual agreement. If the
parties cannot agree upon an arbitrator within three (3) days of Buyer's
election to arbitrate, each party shall within three (3) days thereafter
select an independent and an unaffiliated person to be an arbitrator.
These two (2) persons selected shall select a third person, independent
and unaffiliated with either party, as a third arbitrator. The
arbitration shall be conducted in accordance with the Rules of the
American Arbitration Association, provided, however that the
Arbitrator(s) shall be empowered to reduce the Prices of Products only
to the extent that the Arbitrator(s) find that the benefit of Buyer's
bargain has been reduced. The Arbitrator(s) shall not have any authority
to grant partial or total rescission unless the Arbitrator(s) determine
that (i) Buyer has not substantially received the benefit of its
bargain; and (ii) money damages will not provide an adequate remedy.
Judgment upon the award rendered by the Arbitrator(s) may be entered in
any Court of competent jurisdiction.
f. For purposes of this Attachment, "Acceptance" of the applicable
Products shall occur upon the earliest of the following and Buyer shall
upon request sign Nortel's Acceptance Notice confirming such Acceptance
without any conditions, restrictions, or limitations of any nature
whatsoever:
(i) The date on which Buyer accepts such Products pursuant to
Section 7.b. of this Attachment;
(ii) The failure of Buyer to provide Nortel with any notice required
by Section 7.b. of this Attachment, with respect to such
Products;
27
Product Attachment
Page 8
(iii) Use by Buyer of such Products or any portion thereof in revenue-
producing service at any time; or
(iv) Waiver by Buyer of its rights pursuant to Section 7.c. or 7.d.
g. Acceptance by Buyer of such Products pursuant to Section 7.f. of this
Attachment above shall not be withheld or postponed due to:
(i) Deficiencies of such Products resulting from causes (A)
attributable to Buyer, such as, but not limited to (1)
inaccuracy of information provided by Buyer or, (2) inadequacy
or deficiencies of any materials, facilities or services
provided directly or indirectly by Buyer and tested in
conjunction with the applicable Products, and (B) other
conditions external to the Products which are beyond the limits
specified by Nortel in the Specifications for the Products and
which are used by Nortel in performance calculations with
respect to the Acceptance Criteria, or spurious outputs from
adjacent material; or
(ii) Minor deficiencies or shortages with respect to such Products
which are attributable to Nortel, but of a nature that do not
prevent full and efficient operation of the Products.
h. With respect to any deficiencies of the type described in Section
7.g.(i), Nortel shall at Buyer's request and expense assist Buyer in the
elimination or minimization of any such deficiencies. With respect to
any deficiencies or shortages as described in the Section 7.g.(ii),
Nortel shall, at Nortel's expense, take prompt and effective action to
correct any such deficiencies or shortages.
i. In the event Buyer's Acceptance of any Products is withheld or postponed
due to any deficiencies of the type described in Section 7.g.(i), Nortel
shall invoice and Buyer shall pay Nortel's ordinary and necessary
charges and expenses incurred by Nortel associated with Nortel's
investigation of the reasons for Buyer's withholding or postponement of
such Acceptance.
8. WARRANTIES AND REMEDIES
With respect to Exhibit D of the Agreement, LIMITED WARRANTIES AND
REMEDIES, the following additional terms shall apply:
a. Except as set forth in Section 8.b. below, Nortel shall in performance
of its obligations under Section 2 of Exhibit D to the Agreement, (i)
ship replacement Equipment or complete the repair within thirty (30)
days of Nortel's receipt of the Equipment to be replaced or repaired,
and (ii) commence the correction of the applicable installation Services
within thirty (30) days of receipt of notice from Buyer pursuant to
Section 5 of Exhibit D to the Agreement.
28
Product Attachment
Page 9
b. For emergency warranty service situations involving the Equipment,
Nortel shall during the applicable Warranty Period use all reasonable
efforts to ship replacement Equipment within twenty-four (24) hours of
notification of the applicable warranty defect by Buyer pursuant to
Section 5 of Exhibit D to the Agreement, provided that Buyer shall have
requested such emergency service. Nortel may invoice Buyer and Buyer
shall pay Nortel's surcharge for emergency warranty services. If Nortel
determines that due to the particular circumstances, onsite technical
assistance is necessary, Nortel shall use all reasonable efforts to
dispatch emergency service personnel to the applicable Installation Site
within twenty-four (24) hours of receipt of notice from Buyer as
described above.
c. All Products to be repaired or replaced, both within and outside of the
applicable Warranty Period, shall be packed by Buyer in accordance with
Nortel's then current instructions.
d. No later than ninety (90) days prior to the expiration of the Warranty
Period with respect to any Initial System, Nortel shall offer to Buyer
post-warranty support by means of an extended service plan or other
terms, provided that neither party shall have any obligation with
respect thereto except as may be agreed upon in writing by the parties.
9. NOTICES
Pursuant to Section 18.5 of the Agreement, any notices by Buyer to
Nortel which are specific to this Attachment shall be delivered to the
following address:
Northern Telecom Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, Xxxxx 00000-0000
Attn: Vice President & General Manager, Carrier Networks
10. ADDITIONAL TERMS
The following additional terms shall apply to the Agreement:
(a) With respect to Section 14, BUYER'S RESPONSIBILITIES, the following
additional terms shall apply:
(i) Buyer shall be responsible for ordering and coordinating with
each applicable local telephone company the installation of all
central office trunks and test trunks and Buyer shall be
responsible for all utility charges associated with the
installation, testing, operation and maintenance of Products
furnished hereunder, including, but not limited to, all
applicable charges for such central office trunks, test trunks
and any tie lines.
29
Product Attachment
Page 10
(b) Nortel shall provide documentation with respect to the Products in
accordance with Schedule D to this Attachment
(c) Upon execution of this Product Attachment, Buyer shall issue Orders to
Nortel for Product(s) and/or Services, as identified herein, for
delivery during the Product Attachment Term, with an aggregate dollar
value of no less than that associated with Commitment Xxxxx 0, as
defined in Schedule A, Section VI, subparagraph 1.0 ("Commitment Level
4"). In the event Buyer fails to satisfy this commitment by the
expiration or earlier termination of this Product Attachment Term,
Nortel shall invoice Buyer, and Buyer shall pay, the difference between
the prices, charges and/or fees Buyer paid for the Product and/or
Services and the prices, charges and/or fees that Buyer would have paid
for the Products and/or Services actually ordered by Buyer, based upon
the prices, fees and/or charges associated with the Commitment Level,
-for the aggregate dollar value of Products and/or Services which were
actually ordered by Buyer ("Actual Orders"). Buyer shall pay such
invoice, including all applicable taxes associated therewith, within
thirty (30) days from the date of such invoice.
(d) In consideration for the commitment made by Buyer under subparagraph (c)
above, the prices, charges and/or fees for the Products and/or Services
shall be based upon the prices, charges and/or fees, and/or applicable
discounts set forth in Schedule A.
(e) In order to begin to satisfy its commitment under subsection (c) above,
Buyer shall issue an Order or Orders for either (1) six (6) Initial
Systems, as defined in Schedule A, Section I, subparagraphs 1.0 through
6.0, at the prices set forth in Schedule A, Section VI, subparagraph
2.0; or (2) five (5) DMS-250 to DMS-500 Upgrades as defined in Schedule
A, Section V, subparagraph 1.0, at the prices set forth in Schedule A,
Section VI, subparagraph 8.0. To the extent Buyer's Order or Orders for
the foregoing are not sufficient to satisfy Buyer's commitment under
subsection (c) above, Buyer shall issue an Order of Order(s) to Nortel
for the Product(s) identified below:
Product Schedule A Section
Link Peripheral Processor II
Add-On Port Extension III
Extension Ports IV
DMS-500 Optional Features VIII
DMS-250 Optional Features X
Notwithstanding the foregoing, in the event Buyer issues an Order or
Orders for Product(s) and/or Services in excess of the aggregate dollar
value associated with Commitment Level 4 during the Attachment Term, or
in the event Buyer invoices its commitment, the prices, charges, fees
and/or discounts associated with Commitment Level 4 shall not be
adjusted retroactively. An Order or Orders for Products and/or Services
in excess of the dollar value associated with Commitment Level 4 shall
be subject to the prices, charges, fees and/or applicable discounts
associated with the appropriate Commitment Level.
With respect to Schedule A, Section 11, subparagraph 1.0, Link
Peripheral Processor(s), the prices for such Link Peripheral Processors
do not include engineering or installation.
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Product Attachment
Page 11
(f) In respect to Schedule A, Section II, subparagraph 1.0, Link Peripheral
Processor(s) if Ordered, such Link Peripheral Processors are furnished
less any Nortel engineering or installation.
(g) Buyer shall not issue any Order for Product hereunder until such time as
Buyer has secured financing sufficient to cover any such Order. Buyer
shall have no commitment pursuant to paragraph 10 (c), (d) or (e) above
until such time as Buyer has issued its first Order for Product
hereunder.
NORTHERN TELECOM INC. MIDCOM COMMUNICATIONS INC.
By: /s/ XXXXXX XXXX By: /s/ XXXXXX X. XXXXXXXXXXX
------------------------------- ----------------------------------
(Signature) (Signature)
Name: Xxxxxx Xxxx Name: Xxxxxx X. Xxxxxxxxxxx
------------------------------- ----------------------------------
(Print) (Print)
Title: VP & General Manager Title: Executive Vice President & CFO
------------------------------- ----------------------------------
Date: 3 FEB 97 Date: 1/27/97
------------------------------- ----------------------------------
31
Product Attachment
Page 12
SCHEDULE A
PRODUCTS PRICES AND FEES
32
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
NORTEL SHALL ENGINEER EACH OF THE INITIAL SYSTEM(S) ORDERED HEREUNDER IN
ACCORDANCE WITH NORTEL'S STANDARD ENGINEERING PRACTICES AND PROCEDURES, AND
THEREAFTER NORTEL SHALL PROVIDE BUYER WITH A DETAILED LIST OF THE COMPONENTS OF
SUCH INITIAL SYSTEM(S).
1.0 INITIAL SYSTEM DMS-500 13440 PORT MODEL (MODEL A-NEW YORK)
1.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-500 13440 Port Model equipped
with 11040 and wired for 00000 XXXX trunking ports, and equipped
and wired for 1920 LTEI trunking ports:
a) SuperNode front end, Link Peripheral Processor, Enhanced
Network and other common equipment as follows:
- SuperNode equipped with BRISC60 processor, five (5) 96 meg
memory cps per plane and SLM III.
- Link Peripheral Processor equipped with eight (8) Link
Interface Units, (2) Ethernet Interface Units and wired for
thirty six (36) Link Interface Units (LIUs). Four of the
eight equipped LIUs will be utilized for interworking.
- V.35 Link Peripheral Processor Interface equipment to
support an equipped configuration of eight (8) Interface
Units and a wired configuration of thirty six (36) Interface
Units.
- Twelve (12) Digital Trunk equipment ISDN Ready (DTEI)
frames equipped with 11040 and wired for 11520 total
trucking ports. Ten thousand five hundred sixty (10560)
ports are equipped for SS7 and eleven thousand forty ports
(11,040) are wired for SS7. Four hundred eighty (480) ports
are equipped and wired for PRI functionality. Nine hundred
and sixty (960) ports of the ten thousand five hundred and
sixty (10560) equipped SS7 ports will be used for
interworking. All DTCIs are equipped with the latest XPM and
Universal Tone Receivers for digit collection. Ten thousand
five hundred sixty (10560) trunks are equipped with Special
Tone Receivers for Reorigination, and Continuity Tone
Detectors for SS7 functionality.
- Two (2) Line Trunk equipment ISDN Ready (LTEI) frames
wired and equipped with 1920 SS7 ports.
- Two (2) Integrated Services Module (ISM) frames equipped
with DMS-500 service and test circuits providing DMS-500
functionality, as well as, six (6) Enhanced Digital Recorded
Announcement Machine circuit-packs.
- Two (2) Input Output equipment (IOE) frames equipped with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Three (3) IOC Shelves
- Three (3) I/O Controllers providing eight (12) switch
interface ports
- Four (4) X-25 Automatic File Transfer circuit packs
- Two (2) MIS frames equipped with the required 500W inverters
and terminal block assemblies.
- Two (2) Meridian Cabinet Spare Storage (MCSS) cabinets
to house switch spares.
- Two (2) Power Distribution Center (PDC) frames equipped
with "A" and "B" feed fuse panels & fuses as required.
December 3, 1996
33
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
1.1 INITIAL SYSTEM DMS-500 13440 PORT MODEL-A NEW YORK CONT.
- Miscellaneous equipment as follows:
- Two (2) Maintenance Administration
Positions & one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
- Two (2) M7310 Feature sets to support
Norstar Key System
- Two (2) RTIF Terminals
- One (1) MAP Printer
- One (1) Helmsman Workstation, CD ROM
Software and Printer
- DSX panels to support an eleven thousand forty
(11040) equipped port DMS-500 Initial System.
b) Single frame enhanced network to support an eleven
thousand forty (11040) equipped port DMS-500 Initial
System.
c) Initial System DMS-500 Port Model Standard Features
(Base and Optional) as set forth in Section VII of this
Schedule A.
d) Nortel's standard complement of DMS-500 Initial System
spares.
1.2 INITIAL SYSTEM DMS-500 13440 PORT MODEL A NEW YORK PRICING
Refer to Section VI of this Schedule A for detailed Initial
System Model Pricing.
1.3 INITIAL SYSTEM DMS-500 13440 PORT MODEL A NEW YORK OPTIONAL
POWER PLANT PRICING
The price for Optional Power Plant to support the Initial System
DMS-500 13440 Port Model described in Section 1.1 above shall be
One hundred thirty-three thousand four hundred thirteen dollars
($133,413). The Optional Power Plant includes batteries,
rectifiers and power board equipment. The batteries are
provisioned for a four (4) hour reserve period.
December 3, 1996
34
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
2.0 INITIAL SYSTEM DMS-500 12480 PORT MODEL (MODEL B-CHICAGO)
2.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-500 12480 Port Model
equipped and wired for 00000 XXXX trunking ports, and equipped
and wired for 1920 LTEI trunking Ports:
a) SuperNode front end, Link Peripheral Processor, Enhanced
Network and other common equipment as follows:
- SuperNode equipped with BRISC60 processor, five
(5) 96 meg memory cps per plane and SLM III.
- Link Peripheral Processor equipped with eight
(8) Link Interface Units, (2) Ethernet Interface
Units and wired for thirty six (36) Link
Interface Units (LIUs). Four of the eight
equipped LIUs will be utilized for interworking.
- V.35 Link Peripheral Processor Interface
equipment to support an equipped configuration
of eight (8) Interface Units and a wired
configuration of thirty six (36) Interface
Units.
- Eleven (11) Digital Trunk equipment ISDN Ready
(DTEI) frames equipped and wired for 10560
trunking ports. Ten thousand eighty (10080)
ports are equipped and wired for SS7. Four
hundred eighty (480) ports are equipped and
wired for PRI functionality. Nine hundred and
sixty (960) of the ten thousand eighty SS7 ports
are interworking. All DTCIs are equipped with
the latest XPM and Universal Tone Receivers for
digit collection. Ten thousand eighty (10080)
trunks are wired with Special Tone Receivers for
Reorigination, and Continuity Tone Detectors for
SS7 functionality.
- Two (2) Line Trunk equipment ISDN Ready (LTEI)
frames wired and equipped with 1920 SS7 ports.
- Two (2) Integrated Services Module (ISM) frames
equipped with DMS-500 service and test circuits
providing DMS-500 functionality, as well as six
(6) Enhanced Digital Recorded Announcement
Machine circuit packs.
- Two (2) Input Output equipment (IOE) frames
equipped with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Three (3) IOC Shelves
- Three (3) I/O Controllers providing
eight (12) switch interface ports
- Four (4) X.25 Automatic File Transfer
circuit packs
- Two (2) MIS frames equipped with required 500W
inverters and terminal block assemblies.
- Two (2) Meridian Cabinet Spare Storage (MCSS)
cabinets to house switch spares.
- Two (2) Power Distribution Center (PDC) frames
equipped with "A" and "B" feed fuse panels &
fuses as required.
- Miscellaneous equipment as follows:
- Two (2) Maintenance Administration
Positions & one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
- Two (2) M7310 Feature sets to support
Norstar Key System
- Two (2) RTIF Terminals
- One (1) MAP Printer
- One (1) Helmsman Workstation, CD ROM
Software and Printer
- DSX panels to support a twelve thousand four
hundred eighty (12480) port DMS-500 Initial
System.
December 3, 1996
35
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
2.1 INITIAL SYSTEM DMS-500 12480 PORT MODEL B CHICAGO CONT.
b) Single frame enhanced network to support a twelve
thousand four hundred eighty (12480) port DMS-500
Initial System.
c) Initial System DMS-500 Port Model Standard Features
(Base and Optional) as set forth in Section VII of this
Schedule A.
d) Nortel's standard complement of DMS-500 Initial System
spares.
2.2 INITIAL SYSTEM DMS-500 12480 PORT MODEL B CHICAGO PRICING
Refer to Section VI of this Schedule A for detailed Initial
System Model Pricing.
2.3 INITIAL SYSTEM DMS-500 12480 PORT MODEL B CHICAGO OPTIONAL POWER
PLANT PRICING
The price for Optional Power Plant to support the Initial System
DMS-500 12480 Port Model described in Section 2.1 above shall be
one hundred thirty-three thousand four hundred thirteen dollars
($133,413). The Optional Power Plant includes batteries,
rectifiers and power board equipment. The batteries are
provisioned for a four (4) hour reserve period.
December 3, 1996
36
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
3.0 INITIAL SYSTEM DMS-500 14400 PORT MODEL (MODEL C-L.A.)
3.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-500 14400 Port Model
equipped with 12000 and wired for 00000 XXXX trunking ports, and
equipped and wired for 1920 LTEI trunking ports:
a) SuperNode front end, Link Peripheral Processor, Enhanced
Network and other common equipment as follows:
- SuperNode equipped with BRISC60 processor, five
(5) 96 meg memory cps per plane and SLM III.
- Link Peripheral Processor equipped with eight
(8) Link Interface Units, (2) Ethernet Interface
Units and wired for thirty six (36) Link
Interface Units (LIUs). Four of the eight
equipped LIUs will be utilized for interworking.
- V.35 Link Peripheral Processor Interface
equipment to support an equipped configuration
of eight (8) Interface Units and a wired
configuration of thirty six (36) Interface
Units.
- Thirteen (13) Digital Trunk equipment ISDN Ready
(DTEI) frames equipped with 12000 and wired for
12480 total trunking ports. Eleven thousand five
hundred and twenty (00000) xxxxx xxx equipped
for SS7 and twelve thousand (12000) ports are
wired for SS7. Four hundred eighty (480) ports
are equipped and wired for PRI functionality.
Nine hundred and sixty (960) ports of the eleven
thousand five hundred and twenty (11520)
equipped SS7 ports will be used for
interworking. AR DTCIs are equipped with the
latest XPM and Universal Tone Receivers for
digit collection. Eleven thousand five hundred
and twenty (11520) trunks are equipped with
Special Tone Receivers for Reorigination, and
Continuity Tone Detectors for SS7 functionality.
- Two (2) Line Trunk equipment ISDN Ready (LTEI)
frames wired and equipped with 1920 SS7 ports.
- Two (2) Integrated Services Module (ISM) frames
equipped with DMS-500 service and test circuits
providing DMS-500 functionality, as well as, six
(6) Enhanced Digital Recorded Announcement
Machine circuit packs.
- Two (2) Input Output equipment (IOE) frames
equipped with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Three (3) IOC Shelves
- Three (3) 1/0 Controllers providing
eight (12) switch interface ports
- Four (4) X.25 Automatic File Transfer
circuit packs
- Two (2) MIS frames equipped with required 500W
inverters and block assemblies.
- Two (2) Meridian Cabinet Spare Storage (MCSS)
cabinets to house switch spares.
- Two (2) Power Distribution Center (PDC) frames
equipped with "A" and "B" feed fuse panels &
fuses as required.
- Miscellaneous equipment as follows:
- Two (2) Maintenance Administration
Position & one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
- Two (2) M7310 Feature sets to support
Norstar Key System
- Two (2) RTIF Terminals
- One (1) MAP Printer
- One (1) Helmsman Workstation, CD ROM
Software and Printer
December 3, 1996
37
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
3.1 INITIAL SYSTEM DMS-500 14400 PORT MODEL C L.A. CONT.
- DSX panels to support a twelve thousand (12000)
equipped port DMS-500 Initial System.
b) Single frame enhanced network to support a twelve
thousand (12000) equipped port DMS-500 Initial System.
c) Initial System DMS-500 Port Model Standard Features
(Base and Optional) as set forth in Section VII of this
Schedule A.
d) Nortel's standard complement of DMS-500 Initial System
spares.
3.2 INITIAL SYSTEM DMS-500 14400 PORT MODEL C LA. PRICING
Refer to Section VI of this Schedule A for detailed Initial
System Model Pricing.
3.3 INITIAL SYSTEM DMS-500 14400 PORT MODEL B L.A. OPTIONAL POWER
PLANT PRICING
The price for Optional Power Plant to support the Initial
System DMS-500 14400 Port Model described in Section 3.1
above shall be one hundred thirty-three thousand four hundred
thirteen dollars ($133,413). The Optional Power Plant includes
batteries, rectifiers and power board equipment. The batteries
are provisioned for a four (4) hour reserve period.
December 3, 1996
38
MIDCOM PRODUCT ATTACHMENT
SCHEDULE A
I. INITIAL SYSTEMS
4.0 INITIAL SYSTEM DMS-250 5760 PORT MODEL (MODEL D-ATLANTA)
4.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-250 5760 Port Model
equipped and wired for 5760 ports:
a) SuperNode front end, Link Peripheral Processor, Enhanced
Network and other common equipment as follows.
- SuperNode equipped with BRISC60 processor, four
(4) 96 meg memory circuit packs per plane and
SLM III.
- Link Peripheral Processor equipped with twelve
(12) Link Interface Units, (2) Ethernet
Interface Units and wired for thirty six (36)
Link Interface Units (LIUs).
- V.35 Link Peripheral Processor Interface
equipment to support an equipped configuration
of twelve (12) Interface Units and a wired
configuration of thirty six (36) Interface
Units.
- Six (6) Digital Trunk equipment ISDN Ready
(DTEI) frames equipped and wired for 5760
trunking ports. Five thousand two hundred eighty
(5280) ports are equipped for SS7. Four hundred
eighty (480) ports are equipped and wired for
PRI functionality. All DTCIs are equipped with
the latest XPM and Universal Tone Receivers for
digit collection. Five thousand two hundred
eighty (5280) trunks are equipped with Special
Tone Receivers for Reorigination, and Continuity
Tone Detectors for SS7 functionality.
- Two (2) Integrated Services Module (ISM) frames
equipped with DMS-250 service and test circuits
providing DMS-250 functionality, as well as
Enhanced Digital Recorded Announcement Machine
equipment.
- Two (2) Input Output equipment (IOE) frames
equipped with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Two (2) IOC Shelves
- Three (3) I/O Controllers providing
twelve (12) switch interface ports
- Two (2) X.25 Automatic File Transfer
circuit packs
- Two (2) MIS frames equipped with required 500W
inverters and terminal block assemblies.
- One (1) Meridian Cabinet Spare Storage (MCSS)
cabinet to house switch spares.
- Two (2) Power Distribution Center (PDC) frames
equipped with "A" and "B" feed fuse panels &
fuses as required.
- Miscellaneous equipment as follows:
- Two (2) Maintenance Administration
Position & one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
- Two (2) M7310 Feature sets to support
Norstar Key System
- Two (2) RTIF Terminals
- One (1) MAT Printer
- One (1) Helmsman Workstation, CD ROM
Software and Printer
- DSX panels to support a DMS-250 Initial System
equipped and wired for five thousand seven
hundred sixty (5760) ports.
b) Single frame enhanced network to support a DMS-250
Initial System equipped and wired for five thousand
seven hundred sixty (5760) ports.
December 3, 1996
39
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
4.1 INITIAL SYSTEM DMS-250 5760 PORT MODEL D ATLANTA CONT.
c) Initial System DMS-250 5760 Port Model Standard Features
(Base and Optional) as set forth in Section IX of this
Product Attachment.
d) Nortel's standard complement of DMS-250 Initial System
spares.
4.2 INITIAL SYSTEM DMS-250 5760 PORT MODEL D ATLANTA PRICING
Refer to Section VI of this Schedule A for detailed Initial
System Model Pricing.
4.3 INITIAL SYSTEM DMS-250 5760 PORT MODEL D ATLANTA OPTIONAL POWER
PLANT PRICING
The price for Optional Power Plant to support the Initial System
DMS-250 5760 Port Model described in Section 4.1 above shall be
seventy-four thousand nine hundred ninety dollars ($74,990). The
Optional Power Plant includes batteries, rectifiers and power
board equipment. The batteries are provisioned for a four (4)
hour reserve period.
December 3, 1996
40
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
5.0 INITIAL SYSTEM DMS-250 3840 PORT MODEL (MODEL E DALLAS)
5.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-250 3840 Port (Model E
Dallas) equipped with 3360 and wired for 3840 ports:
a) SuperNode front end, Link Peripheral Processor, Enhanced
Network and other common equipment as follows:
o SuperNode equipped with BRISC60 processor, four (4) 96
meg memory cps per plane and SLM III.
o Link Peripheral Processor equipped with twelve (12)
Link Interface Units, (2) Ethernet Interface Units
and wired for thirty six (36) Link Interface Units
(LIUs).
o V.35 Link Peripheral Processor Interface equipment to
support an equipped configuration of twelve (12) Link
Interface Units and a wired configuration of thirty
six (36) Interface Units.
o Four (4) Digital Trunk equipment ISDN Ready (DTEI)
frames equipped with 3360 and wired for 3840 trunking
ports. Two thousand eight hundred eighty (2880)
ports are equipped for SS7. Four hundred eighty
(480) ports are equipped and wired for PRI
functionality. All DTCIs are equipped with the
latest XPM and Universal Tone Receivers for digit
collection. Two thousand eight hundred eighty (2880)
trunks are equipped with Special Tone Receivers for
Reorigination, and Continuity Tone Detectors for SS7
functionality.
o Two (2) Integrated Services Module (ISM) frames
equipped with DMS-250 service and test circuits
providing DMS-250 functionality, as well as Enhanced
Digital Recorded Announcement Machine equipment.
o Two (2) Input Output equipment (IOE) frames equipped
with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Two (2) IOC Shelves
- Three (3) I/O Controllers providing twelve
(12) switch interface ports
- Two (2) X-25 Automatic File Transfer circuit
packs
o Two (2) MIS frames equipped with required 500W
inverters and terminal block assemblies.
o One (1) Meridian Cabinet Spare Storage (MCSS) cabinet
to house switch spares.
o One (1) Power Distribution Center (PDC) frame equipped
with "A" and "B" feed fuse panels & fuses as
required.
o Miscellaneous equipment as follows:
- Two (2) Maintenance Administration Positions
& one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
Two (2) M7310 Feature sets to support Norstar
Key System
- Two (2) RTIF Terminals
- One (1) MAP Printer
- One (1) Helmsman Workstation, CD ROM Software
and Printer
o DSX panels to support a DMS-250 Initial System
equipped for three thousand three hundred sixty (3360)
ports
b) Single frame enhanced network to support a DMS-250 Initial
System equipped for three thousand three hundred sixty (3360)
ports.
December 3, 1996
41
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEM
5.1 INITIAL SYSTEM DMS-250 3840 PORT (MODEL E DALLAS) CONT.
c) Initial System DMS-250 Port Model Standard Features (Base and
Optional) as set forth in Section IX of this Product
Attachment
d) Nortel's standard complement of DMS-250 Initial System spares
5.2 INITIAL SYSTEM DMS-250 3840 PORT (MODEL E DALLAS) PRICING
Refer to Section VI of this Schedule A for detailed Initial System
Model Pricing.
5.3 INITIAL SYSTEM DMS-250 3840 PORT (MODEL E DALLAS) OPTIONAL POWER PLANT
PRICING
The price for Optional Power Plant to support the Initial System
DMS-250 3840 Port Model described in Section 5.1 above shall be
seventy-four thousand nine hundred ninety dollars ($74,990). The
Optional Power Plant includes batteries, rectifiers and power board
equipment. The batteries are provisioned for a four (4) hour reserve
period.
December 3, 1996
42
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
6.0 INITIAL SYSTEM DMS-250 3840 PORT MODEL (MODEL F SEATTLE)
6.1 The following represents the SuperNode equipment that will be
delivered with the Initial System DMS-250 3840 Port (Model F
Seattle) equipped with 3360 and wired for 3840 ports:
a) SuperNode front end, Link Peripheral Processor,
Enhanced Network and other common equipment as
follows:
o SuperNode equipped with BRISC60 processor,
four (4) 96 meg memory cps per plane and SLM
III.
o Link Peripheral Processor equipped with
twelve (12) Link Interface Units, (2)
Ethernet Interface Units and wired for thirty
six (36) Link Interface Units (LIUs)
o V.35 Link Peripheral Processor Interface
equipment to support an equipped
configuration of twelve (12) Link Interface
Units and a wired configuration of thirty six
(36) Interface Units.
o Four (4) Digital Trunk equipment ISDN Ready
(DTEI) frames equipped with 3360 and wired
for 3840 trunking ports. Two thousand eight
hundred eighty (2880) ports are equipped for
SS7. Four hundred eighty (480) ports are
equipped and wired for PRI functionality. AR
DTCIs are equipped with the latest XPM and
Universal Tone Receivers for digit
collection. Two thousand eight hundred
eighty (2880) trunks are equipped with
Special Tone Receivers for Reorigination, and
Continuity Tone Detectors for SS7
functionality.
o Two (2) Integrated Services Module (ISM)
frames equipped with DMS-250 service and test
circuits providing DMS-250 functionality, as
well as Enhanced Digital Recorded
Announcement Machine equipment.
o Two (2) Input Output equipment (IOE) frames
equipped with:
- One (1) Mag Tape Device
- Four (4) SCSI Disk Drive Units
- Two (2) IOC Shelves
- Three (3) I/O Controllers providing
twelve (12) switch interface ports
- Two (2) X.25 Automatic File Transfer
circuit packs
o Two (2) MIS frames equipped with required 500W
inverters and terminal block assemblies.
o One (1) Meridian Cabinet Spare Storage (MCSS)
cabinet to house switch spares.
o One (1) Power Distribution Center (PDC) frame
equipped with "A" and "B" feed fuse panels &
fuses as required.
o Miscellaneous equipment as follows:
- Two (2) Maintenance Administration
Positions & one set of Furniture
- Five (5) UDS 2440 Modems
- One (1) Norstar Key System
- Two (2) M7310 Feature sets to
support Norstar Key System
- Two (2) RTIF Terminals
- One (1) MAP Printer
- One (1) Helmsman Workstation, CD ROM
Software and Printer
o DSX panels to support a DMS-250 Initial System
equipped for three thousand three hundred
sixty (3360) ports .
b) Single frame enhanced network to support a DMS-250 Initial
System equipped for three thousand three hundred sixty (3360)
ports.
December 3, 1996
43
MIDCOM Product Attachment
SCHEDULE A
I. INITIAL SYSTEMS
6.1 INITIAL SYSTEM DMS-250 3840 PORT (MODEL F SEATTLE) CONT.
c) Initial System DMS-250 Port Model Standard Features
(Base and Optional) as set forth in Section IX of
this Product Attachment.
d) Nortel's standard complement of DMS-250 Initial
System spares.
6.2 INITIAL SYSTEM DMS-250 3840 PORT (MODEL F SEATTLE) PRICING
Refer to Section VI of this Schedule A for detailed Initial
System Model Pricing.
6.3 INITIAL SYSTEM DMS-250 3840 PORT (MODEL F SEATTLE) OPTIONAL
POWER PLANT PRICING
The price for Optional Power Plant to support the Initial
System DMS-250 3840 Port Model described in Section 5.1 above
shall be seventy-four thousand nine hundred ninety dollars
($74,990). The Optional Power Plant includes batteries,
rectifiers and power board equipment. The batteries are
provisioned for a four (4) hour reserve period.
December 3, 1996
44
MIDCOM Product Attachment
SCHEDULE A
II. LINK PERIPHERAL PROCESSOR
1.0 LINK PERIPHERAL PROCESSOR (LPP)
Link Peripheral Processor ("LPP") Extensions to a DMS-500 Initial
System or DMS-250 Initial System Model include the following and shall
be priced as set forth below:
1.1 LINK PERIPHERAL PROCESSOR EXTENSIONS
The price for an LPP Extension to an existing DMS-500 Initial System
(either equipped with LPP hardware or not equipped with LPP Extension)
is three hundred thousand dollars ($300,000) for the first thirty-six
(36) wired and four (4) equipped links ordered.
The price for an LPP Extension configured as above includes the
following:
a) Link Peripheral Processor Equipment including LIU7s and/or EIU
circuit packs;
b) Any required NIS expansions;
c) V.35 or DS-0A interface equipment to support wired
configurations;
d) Spare unique circuit packs, if any, per standard Nortel's
standard engineering sparing rules;
1.2 LINK INTERFACE UNIT (LIU) CARDS TO EQUIP A WIRED LPP EXTENSION
PRICING
Refer to Section VI of this Schedule for detailed Link Peripheral
Processor Optional Equipment Pricing.
1.3 ETHERNET INTERFACE UNIT (EIU) CARDS TO EQUIP A WIRED LPP
EXTENSION
Refer to Section VI of this Schedule for detailed Link Peripheral
Processor Optional Equipment Pricing.
December 3, 1996
45
MIDCOM Product Attachment
SCHEDULE A
II. ADD-ON PORT EXTENSION
1.0 ADD-ON PORT EXTENSION
1.1 ADD-ON PORT EXTENSION
In the event Buyer orders ports to be added to any Initial System,
such ports shall be treated as an Extension to such Initial System
("Add-On Port Extension") and takes delivery of such Add-On Port
Extension before the Turnover Date applicable to such Initial System,
such Add-on Port Extension shall be ordered at the prices set forth in
Section VI, 4.0 ("Add-on Port Prices") of this Schedule A, provided
that Buyer orders such Add-on Port Extension(s) in minimum increments
of nine hundred sixty (960) ports per Initial System.
Such Add-On Port Prices include engineering, installation and/or
testing associated with such Add-On Port Extension. In the event
Buyer orders less than the minimum increments of nine hundred sixty
(960) ports per Initial System, such ports shall be at Nortel's
then-current prices.
Refer to Section IV of this Schedule A for a detailed description of
the equipment included in each Add-On Port extension.
December 3, 1996
46
MIDCOM Product Attachment
SCHEDULE A
IV. EXTENSION PORTS
1.0 DTEI EXTENSION
1.1 DTEI EXTENSION, FULLY WIRED AND FULLY EQUIPPED ("DTEI
EXTENSION")
A DTEI Extension is configured in minimum increments of 960 ports. Each
DTEI Extension includes the following:
a) XPM+, or Nortel's then-current common control;
b) A quantity of NT6X50AB circuit packs, based on Nortel's
engineering rules for the DTEI Extension;
c) Either UTR, STR, CTD for DTCs configured for SS7 or PTS
capability; or UTR and ISDN pre-processor circuit packs
configured for ISDN PRI capability, as ordered by Buyer;
d) ENET, MS or processor memory Equipment, as required for the
DTEI Extension;
e) DMS-500 or DMS-250 Service/Test Circuits, as required for the
DTEI Extension;
f) Power Distribution Center (PDC) Equipment, as required for the
DTEI Extension; and
g) Spare circuit packs, if required, based on Nortel's standard
sparing guidelines.
1.2 DTEI FULLY WIRED AND FULLY EQUIPPED PORT EXTENSION PRICE
Refer to Section VI, 5.0 ("Extension Port Pricing") for detailed port
Extension pricing.
1.3 DTEI EXTENSION OPTIONAL EQUIPMENT
1.3.1 DIALABLE WIDEBAND
Buyer may order 2 NTAX78AA circuit packs per DTC instead of
the NT6X44AA circuit packs with which a DTEI Extension is
equipped for an additional price of Five Thousand Dollars
($5,000) per DTC or Ten Thousand Dollars ($10,000) per DTEI
frame.
1.3.2 ECHO CANCELLATION
Buyer may order NT6X50EC circuit packs for a DTEI Extension
for installation prior to its Turnover Date for an additional
price of Seventy Dollars ($70) per port.
December 3, 1996
47
MIDCOM Product Attachment
SCHEDULE A
IV. EXTENSION PORTS
2.0 LTEI PORT EXTENSIONS
2.1 LTEI EXTENSION, FULLY WIRED AND FULLY EQUIPPED ("LTEI
EXTENSION")
An LTEI Extension is configured in minimum increments of 960
Ports. Each LTEI Extension includes the following:
a) XPM+, or Nortel's then-current common control;
b) ENET, NIS or processor memory Equipment, as required for the
LTEI Extension;
c) DMS-500 Service/Test Circuits, as required for the LTEI
Extension;
d) Power Distribution Center (PDC) Equipment, as required for the
LTEI Extension; and
e) Spare circuit packs, if required, based on Nortel's standard
sparing guidelines.
2.2 LTEI FULLY WIRED AND FULLY EQUIPPED PORT EXTENSION PRICE
Refer to Section VI, 5.0 ("Extension Port Pricing") for
detailed port Extension pricing.
December 3, 1996
48
MIDCOM Product Attachment
SCHEDULE A
IV. EXTENSION PORTS
3.0 ESMA PORT EXTENSIONS
3.1 ESMA EXTENSION, FULLY WIRED AND FULLY EQUIPPED ("ESMA
EXTENSION")
An ESMA Extension is configured in minimum increments of 960
ports. Each ESMA Extension includes the following:
a) Nortel's then-current common control;
b) Universal Tone Receivers (UTRs) and ISDN pre-processor circuit
packs when ISDN PRI capability be required;
c) ENET, MS or processor memory Equipment, as required for the
ESMA Extension;
d) DMS-500 Service/Test Circuits, as required for the ESMA
Extension;
e) Power Distribution Center (PDC) Equipment, as required for the
ESMA Extension;
f) Optional Class Modem Resource circuit packs (N6X78AA), one (1)
per ESMA module; and
g) Spare circuit packs, if required, based on Nortel's standard
sparing guidelines.
3.2 ESMA FULLY WIRED AND FULLY EQUIPPED PORT EXTENSION PRICE
Refer to Section VI, 5.0 ("Extension Port Pricing") for
detailed port Extension pricing.
December 3, 1996
49
MIDCOM Product Attachment
SCHEDULE A
V. DMS-250 TO DMS-500 UPGRADE
1.0 DMS-250 TO DMS-500 SYSTEM UPGRADE
1.1 DMS-250 TO DMS-500 SYSTEM UPGRADE INCLUDES:
As used in this Product Attachment, the DMS-250 to DMS-500
System Upgrade shall consists of the following configuration
of Equipment and Software:
a) DMS-500 Common and Peripheral equipment as follows:
o One (1) DTEI frame equipped and wired for 960
SS7 Interworking Ports.
o Two (2) LTEI frames equipped and wired for
1920 Trunking Ports.
o ENET Equipment as required for the DMS250 to
DMS-500 System Upgrade.
o One (1) Integrated Services Module (ISME)
frame equipped with DMS-100 service circuits.
(DMS-250 service circuits already exist).
o Two (2) SCSI Disk Drive Units.
o Four X.25 Automatic File Transfer circuit
packs.
o Two (2) 96mb memory circuit packs, as
required, to support the additional DMS-500
Base Software being added.
o Two (2) X.25 Automatic FileTransfer circuit
packs
o Four (4) Link Interface Units to be
engineered in existing LPP frame. The four
(4) link interface units are being provided
for interworking.
o Two (2) Ethernet Interface Units (EIUs)
o DMS-500 Base Software.
o Nortel's standard complement of DMS-500
system spares for the above defined
equipment. Spares are only being provided
for unique circuit packs engineered for this
DMS-250 to DMS-500 System Upgrade.
1.2 DMS-250 TO DMS-500 UPGRADE PRICING
Refer to Section VI, 8.0 ("DMS-250 to DMS-500 Upgrade
Pricing") for detailed Upgrade pricing.
December 3, 1996
50
MIDCOM Product Attachment
SCHEDULE A
VI. DMS-250 AND DMS-500 PRICING MATRIX
1.0 COMMITMENT XXXXX XXXXX
Xxxxxxxxxx Xxxxx
0 $0- $9,999,999M
2 $10-$19,999,999M
3 $20-$29,999,999M
4 $30-$39,999,999M
2.0 PRICE MATRIX FOR INITIAL SYSTEM MODELS
Commitment XXX-000 Xxx-000 XX-000 Atl. 250
Level Model A Model B Model C Model D
---------- ------- ------- ------- -------
1 $ 3,019,875 $2,961,315 $3,136,995 $1,850,220
2 $ 2,819,500 $2,763,820 $2,930,860 $1,727,160
3 $ 2,607,125 $2,554,805 $2,711,765 $1,598,340
4 $ 2,394,750 $2,345,790 $2,492,670 $1,469,520
Xxx-000 Xxxxxxx-000
Model E Model F
------- -------
$1,557,420 $1,557,420
$1,448,760 $1,448,760
$1,336,740 $1,336,740
$1,224,720 $1,224,720
NOTES:
Power for the above Systems is not included in the price and should be added
per Section I.1.0 through 6.0 of this Schedule A.
3.0 LINK PERIPHERAL PROCESSOR PRICING
Commitment
Level LIU Addition EIU Addition
------ ------------ ------------
1 $ 11,000 $ 14,000
2 $ 10,500 $ 13,500
3 $ 10,000 $ 12,500
4 $ 9,500 $ 11,500
December 3, 1996
51
MIDCOM Product Attachment
SCHEDULE A
VI. DMS-250 AND DMS-500 PRICING MATRIX
4.0 ADD-ON PORT PRICES (PER EACH PORT)
Commitment
Level DTC7/LTC DTC1 LD DTCI Local ESMA
----- -------- ------- ---------- ----
1 $ 136 $ 154 $ 278 $ 168
2 $ 129 $ 146 $ 264 $ 160
3 $ 123 $ 139 $ 250 $ 151
4 $ 116 $ 131 $ 236 $ 143
5.0 EXTENSION PORT PRICING (PER EACH PORT)
Commitment
Level DTC7/LTC DTCI LD DTCI Local ESMA
----- -------- ------- ---------- ----
1 $ 204 $ 240 $ 417 $ 252
2 $ 194 $ 228 $ 396 $ 239
3 $ 184 $ 216 $ 375 $ 226
4 $ 174 $ 204 $ 354 $ 214
6.0 Discount Matrix - Initial System Optional Software License
Fees (Pre-Turnover)
In the event Buyer elects to license during the Product Attachment Term,
Optional Software, listed in Sections VIII and X of this Schedule A,
prior to the Turnover Date associated with an Initial System on which
such Optional Software is to be installed, the Software Discount
associated with the applicable Commitment Level set forth below shall be
applied to the Optional Software License Fees listed in Sections VIII
and X of this Schedule A.
Software
Commitment Level Discount
---------------- --------
1 65%
2 70%
3 75%
4 80%
7.0 DISCOUNT MATRIX - INITIAL SYSTEM OPTIONAL SOFTWARE LICENSE FEES
(POSTTURNOVER)
In the event Buyer elects to license during the Product Attachment Term,
Optional Software listed in Sections VIII and X of this Schedule A,
during the twelve (12) month period following the Turnover Date
associated with the Initial System on which such Optional Software is to
be installed, the Software Discount associated with the applicable
Commitment Level set forth below shall be applied to the Optional
Software License Fees listed in, as applicable, Sections VIII and X of
this Schedule A, during the term of the contract.
Software
Commitment Level Discount
---------------- --------
1 30%
2 35%
3 40%
4 45%
December 3, 1996
52
MIDCOM Product Attachment
SCHEDULE A
VI. DMS-250 AND DMS-500 PRICING MATRIX
8.0 DMS-250 TO DMS-500 UPGRADE PRICING
Nortel shall make available to Buyer a DMS-250 to DMS-500 Software and
Equipment upgrade to include those items listed in Section V of this
Schedule A, for the prices set forth below:
Commitment DMS-250 to DMS-500
Level Upgrade Price
----- -------------
1 $ 571,875
2 $ 518,750
3 $ 465,625
4 $ 412,500
9.0 DMS-250 IEC02 TO UCS05 SOFTWARE UPGRADE PRICING
Nortel shall make available to Buyer a DMS-250 IEC02 to UCS05 Software
Upgrade, when Generally Available, at the price set forth below.
Commitment
Level Upgrade Price
----- -------------
1-4 $ 65,000
December 3, 1996
53
MIDCOM Product Attachment
SCHEDULE A
VII DMS-500 STANDARD FEATURES
1. DMS-500 INITIAL SYSTEM STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES
The following represents the XXX-000 XXX0X000 base and optional
Software packages that are included in the price of a DMS-500 Initial
System Model A, Model B and Model C, ("Standard Features"). The
following is a list of Software only included in the Schedule A
Initial System(s); this list does not include any/all required
Equipment to provide feature functionality.
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
-------------- ----------- -----------
UCS0005 UCS TANDEM SERVICES BASE
NTX292BA Enhanced Security-without Password Encryption
NTX702BB DMS-500 Universal Master Package (UCS)
NTXOOOAA Bilge
NTX001AA Common Basic
NTX048AA Synchronization
NTX051AA Automatic Trunk Testing
NTX053AA Maintenance Assistance Package
NTX055AA Trunk Test Position (TTP)
NTX055AB TTP Digit Verification
NTX055AC TIP Transmission Measurement
NTX056AA Enhanced Administration
NTX060AB Network Management
NTX060BB Network Management - Enhanced
NTX072AA International Direct Distance Dialing (IDDD)
NTX074AA Disk Data Storage Storage System
NTX085AA Traffic Separation Peg Count
NTX087AA Traffic Separation Usage
NTX088AA Traffic Separation Report
NTX099AA Operational Measurements Enhancements
NTX122AA OM Call Attempts Summary
NTX136AA Automatic Transmission Measuring System
NTX202AA DMS-250 Operational Measurements on Tape
NTX203AA DMS-250 104 Testlines
NTX220BA DMS-250 Base Package (Type II)
NTX221BA DMS-250 Call Detail Recording (Type II) Billing
NTX222BA DMS-250 Call Processing (Type II)
NTX227BA DMS,250 Time Of Day Routing
NTX228BA DMS-250 DCM Channel Unit Cross Reference
NTX230BA DMS-250 Speed Numbers (Public/Private)
NTX231BA DMS-250 Incoming Exclusion
NTX234BA DMS-250 Authcodes (Type II)
NTX235BA DMS-250 Restricted Usage By Date and Time
NTX236BA DMIS-250 Alternate Trunk Group Treatments
NTX239BA DMS-250 Translation Verification
NTX244AB Enhanced Sequential Trunk Hunting
NTX269AA Universal Tone Receivers
NTX270AA New Peripheral Maintenance Package
NTX291AA Enhanced Real Time Indicator
NTX321BA DMS-500 Generic Offnet Access Trunks (FG-B)
December 3, 1996
54
MIDCOM Product Attachment
Schedule A
VII. DMS-500 Standard Features
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
-------------- ----------- -----------
UCS00005 UCS TANDEM SERVICES BASE
NTX702BB DMS-250 Universal Master Package (UCS)
NTX342BA DMS-250 Equal Access Base Package (FG-D)
NTX343BA DMS-250 Equal Access (Type II) - ANI Scrn
NTX347AA DMS, Base Data Communication Software
NTX351BA DMS-250 Automatic Trunk Routining
NTX445AB Operational Measurement Selective Output
NTX738AC Switch Performance Monitoring System (SPMS)
NTX801AA Toll Features I
NTX827AA New Peripherals Performance Measurements
NTX903AA Transmission Measurements
NTXA11AA Patch Administration & Downloading via X.25
NTXG22AA DMS-250 UCS Outgoing FG-D Enhancements
NTXG24AA DMS-250 Integrated Echo Cancellor
NTXJ35AA Maintenance Managers Report
NTXL02AA DMS-250 UCS Dialing Plan Enhancements
NTXL05AA DMS-250 Roaming PINs
NTXL79AA DMS-250 XPM+ for DTC7/DTCI
NTXR34AB XPM Plus Basic
NTXR42AA Firmware Downloading
XXXX00XX XXX-000 Safe Store TAP (X.25 Applications)
NTXM70AA UCS Tandem Services Base
NTX065AA Service Analysis
NTX142AA DS-1 64 KBPS Clear
NTX143AA DS-1 ESF
NTX167AB CCS7 Trunk Signalling
NTX226BA DMS-250 ATB by NPA Using Operational Meas.
NTX232BA DMS-250 ATB by NPA Using Logs
NTX233BA XXX-000 Xxx Xxxx Xxxxxxx
XXX000XX DMS-250 Nailed Up Connections
NTX340BA DMS-250 Adaptive Routing
NTX346BA DMS-250 Intra Lata Intra State Screening
NTX361BA XXX-000 XXX0 XXXX
XXX000XX DMS-250 Multiple Authcode Sets
NTX437AA Random Conditional Routing
NTX550AA CCS7 Transaction Service Support
NTX836AA LPP V.35 Subrate Links
NTX839AB LPP Enhanced Maintenance and Xxxx
NTX840AA XXX0 Xxxxxxx Message Screening
NTX882AA Bit Error Ratio Indicator for Toll Switches
NTX883AA Inter Office Trunk Bit Error Rate
NTX885AB Switch Xxx Diagnostics
NTX945AA MS Base Link Maintenance
NTXA67AA Extended XPM Diagnostics
NTXE01AA Enhanced Network Basic (ENET)
December 3, 1996
55
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
-------------- ----------- -----------
UCS00005 UCS TANDEM SERVICES BASE
NTXM70AA UCS Tandem Services Base Cont.
NTXE32AA CCS7 Preventative Cyclical Retransmission
NTXE65AA MPC X25 Interface
NTXE98AA High Speed MPC
NTXF05AA Ethernet Interface Unit
NTXF19AA TCP/IP Protocols
NTCF20AA LMS on LPP
NTXF71AB SuperNode Enhanced Messaging
XXXX00XX XXX-000 CNS CCITT 1984 X.25 Datacom
NTXG13AA DMS Base Data Access Interface Session
NTXG18BA DMS-250 Safe Store Tap
NTXG20AA DMS-250 SS7 FG-D
XXXX00XX XXX-000 Enhanced COS Screening
XXXX00XX XXX-000 Trunk Group and CLLI name analysis
NTXG35AA XXX-000 Xxxxxxxxxx Xxxxxxxxxxxxx
XXXX00XX DMS-250 SS7 IMT Terminations to DTU
XXXX00XX XXX-000 Direct Termination Service
NTXG49AA DMS-250 UCS SS7 UCP (Base ISUP)
NTXJ40AA XXX0 Xxxxxxx Verification Tools
NTXJ41AA CCS7 Test Tools
NTXJ44AA SLM File System
NTXJ94AA Mandatory Parallel AMA
NTXL01AB DMS-250 UCS, Account Code Screening Enh.
NTXL03AA DMS-250 UCS to USP ISUP Interworking
NTXL04AA DMS-250 UCS SS7 Intra/Inter Networking
NTXL08AA DMS-250 UCS X.25 Transport
NTXL09AA DMS-250 UCS PRA
NTXL11AA DMS-250 UCS to MCI ISUP Interworking
NTXL124A DMS-250 UCS to FGD ISUP Interworking
NTXL14AA DMS-250 UCS International Partitioning
NTXL47AA DMS-250 Lower Layer Compatibility
NTXN16AA Enhanced Dram
NTXN18AA FBUS LIU Base
NTXN19AA LIU7 for LPP Based CCS7 Applications
NTXN68AA XPM Xxxxxxxxx Xxxxxxxx
XXXX00XX LIS Common
NTXP10AA Network Module Software
NTXP13AA Enet Switch Path Diagnostics
NTXP14AA Dirp Parallel Storage Size Increase
NTXQ51AA MS SR512 Lis Controller
NTXR70AA CM Base for OPC
NTXR72AA CCS7 MTP/SCCP for LPP
NTXS11AA File Transfer Protocol
December 3, 1996
56
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ----------- -----------
UCS00005 UCS TANDEM SERVICES BASE
NTXM70AA UCS Tandem Services Base Cont.
NTXX26AA DMS-250 UCS X-25 Data Transport
Enhancements
NTXX30AA UCS Enhanced Dialing Plan Phase II
NTXX32AA Enhanced PANI on UCS
NTXX42AA Disallow Reorigination on EANT FG-D
Trunks
DMS-500 LOCAL
XXX00000 Xxxx XXXX
XXX000XX AMA Teleprocessing System
BAS00002 Base ANI
NTX986AA Automatic Number Identification with AMA
BAS00003 Base Generic
NTX000AA Bilge
NTX001AA Common Basic
NTX006AA Business Lines
NTX007AB PBX Interface I
NTX008AB PBX Interface II
NTX019AA Civic Services
NTX020AC Vert. Services (POTS)
NTX021AA Remote Call Forward
NTX029AA Direct Dialing Overseas, Toll
NTX041AB CCS7 MTP/SCCP
NTX042AA Local AMA
NTX043AA Local CDR
NTX044AA CAMA
NTX045AA Usage Sen Pricing
NTX048AA Synchronization
NTX048AB Synchronization Censium Master Clock
NTX048BA Synchronization Stratum 3
NTX048CA Synchronization Stratum 2
NTX049AC Circle Digit ID
NTX049AD Sgl Pty Rev Call
NTX049AE North Elec ANI Frmt
NTX049AG ITT ANI Format
NTX049AH Come Again Signaling
NTX049AL Time and Temperature
NTX051AA Automatic Trunk Testing
NTX052AB ROTL
NTX053AA Maintenance Assistance Package
NTX054AA Line Test Position (LTP)
NTX055AA Trunk Test Position (TTP)
NTX055AB TTP Digit Verification
NTX055AC TTP Transmission Measurement
NTX055BA XXXX Trunk Testing
NTX056AA Enhanced Administration
NTX059AB Poll OM Data via Dpk
December 3, 1996
57
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
BAS0003 Cont.
NTX060AB Network Management
NTX060BB Enhanced Network Management
NTX063AA Echo Suppresser
NTX065AA Service Analysis
NTX066AB Bilingual Interface
NTX074AA Disk Data Storage System
NTX076AA AMA Enhanced
NTX077AA Online Peripheral Software
NTX080AA LAMA Enhanced
NTX080BA Term Call Blng
NTX082AA Sub Line Usage
NTX083AA Feature Group A
NTX085AA Traffic Sep Peg Count
NTX087AA Traffic Sep Usage
NTX088AA Traffic Sep Report
NTX089AA Enhanced Coin Services
NTX090AA Coin Services
NTX094AA Digital Sub Svcs
NTX098AA Bellcore CAMA Format
NTX099AA OM Enhancements
NTX120AA Office Hardware Inv. Pkg
NTX121AA Overlap Outpulsing (Trunk to Trunk)
NTX122AA OM Call Attempts Summary
NTX129AA 2Way Opr Office Trunk
NTX136AA Automatic Transmission Measuring System
NTX139AA Revert Pulse Dig Ln
NTX142AA DS-1 64 Kbps Clear
NTX143AA DS-1 ESF
NTX159AA Bellcore LAMA Format
NTX160AA Multiunit Msg Rt Svc
NTX174AA Automatic Identification of Outward Dialing
NTX190AA FGB, AMA Tandem NT Fmt
NTX192AA 4X Opr Xxxx Format ANI
NTX193AA 4X Opr AMR5 Format ANI
NTX195AA Mech Loop Test Interface
NTX196AA Clng No Announcement
NTX202AA DMS-500 Operational Measurements
NTX206AA Unauthorized Digit Service Detection
NTX209AB FGB AMA End AT&T Format
NTX210AA No 2 SCC Interface
NTX211AB FGB, AMA. Tandem AT&T Format
NTX215AA SES No 2 Interface
NTX218AA 1A/1B EADAS I/F
NTX227AA DMS-500 Time of Day Routing
NTX237AA DMS-500 Conference Calling
December 3, 1996
58
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
BAS0003 Cont.
NTX244AB Enhanced Sequential Trunk Hunting
NTX268AA FGB AMA End NT Format
NTX269AA Uuniversal Tone Receivers
NTX270AA New Peripheral Maint. Package
NTX272AA XPM Maintenance
NTX273AA Multi Protocol Controller BX.25
NTX274AA DTC 00 Xxxxxxx Xxxxxxxxxxx
XXX000XX Dialable Line Ckt ID
NTX290AA Tanderming Supervision and Treatment
NTX291AA Enhanced Real Time Indicator
NTX292AB Enhanced Security with password
NTX293AA Enhanced Security Package II
NTX385AA OM Thresholding and Alarms
NTX395AA Remote MB via Xxxx Xxxxx
XXX000XX Random Conditional Routing
NTX445AB OM Selective Output
NTX445AB 1A EADAS Network Mgmt.
NTX479AA Intl. Univ. Tone ACUR Support
NTX488AA International Tune of Day Routing
NTX558AA CC EO DP/DTMF Xxxxxx
XXX000XX CC SSP DP/DTMF Xxxxx
XXX000XX NOP Generic RO Service
NTX562AA NOS Data Collection
NTX712AA CCS7 Data Xxxx
XXX000XX Interval Announcement Response Capability
NTX730AA Multilink, ASCII Driver
NTX738AC Switch Performance Monitoring System
NTX801AA Toll Features I
NTX802AA Toll Features II
NTX806AA Enhanced Call FWD (POTS)
NTX807AB Call Waiting (POTS)
NTX808AA Enhanced TWC (POTS)
NTX812AA Centralized MAP
NTX813AA Centralized Alarms
NTX827AA New Peripherals Performance Measurements
NTX881AC Sw Bit Error Ratio Maintenance
NTX882AA Bit Error Ratio Indicator for Toll Switches
NTX883AA Interoffice Trk Bit Error Ratio Testing
NTX885AB Switch Path Diagnostics
NTX892AA MPC Multilink Management
NTX901AA Local Features II
NTX902AA Local Features II
NTX903AA Transmission Measurements
NTX925AA ISC Time of Day and Percentage Routing
December 3, 1996
59
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
BAS0003 Cont.
XXX000XX XX Xxxxx
XXX000XX CMCommcn
NTX942AB DMS SuperNode System Load Module
NTX944AA Base Mode Maintenance
NTX945AA MS Base Link Maintenance
NTX950AA MS Bilge
NTX951AA MS Common
NTX987AA Fiber Mtc Basic Mode
NTX989AA Cxr Access Code Blocking
NTXA11AA Patch Administration and Downloading
NTXA15AA Call Progress Comfort Tones
NTXA67AA Extended XPM Diagnostics
NTXA89AA SMDR Time Dump for BNM
NTXB01AA Intl Traffic Separation Report
NTXB74AA EBI A-Law
NTXB91AA 411 Rec on Mag Tape
NTXE01AA Enhanced Network Basic
NTXE30AA CCS7 Signaling Link Xxxxxxxx Xxxxx XXX0
XXXX00XX System Load Module II
NTXE65AA MPC X.25 Interface
NTXE98AA High Speed MPC
NTXF04AA File Processor
NTXF05AA Ethernet Interface Unit (EIU)
NTXF06AA Application Processor Base
NTXF07AA Fault Tolerant File System
NTXF19AA TCP/IP Protocols
NTXF20AA LMS on LPP
NTXF26AA Synchronization BITS Composite Master
NTXF27AA Synchronization Cesium Xxxxx CMA
NTXF46AA Base SCM Access
NTXF71AB SuperNode Enhanced Messaging
NTXG13AA DMS Base Data Access Interface Session (DAIS)
NTXG18BA DMS-500 Safe Store Tap
NTXH10AA PCM-30 Maintenance Enhancements
NTXH11AA M20 Enhancements
XXXX00XX XXX00 LGO/DTCO Spt.
NTXH62AA Perform on PLGC/PDTC/PRCC
XXXX00XX XXX-000 ANSI ISUP to CCITT TUP Interworking
NTXH77AA Channelized Access on LPP/Lis
NTXH91AA DMS-300 Real Time File Transfer
NTXJ35AA Maintenance Managers Report
NTXJ44AA SLM File System
NTXJ58AA Cancel Call Waiting
NTXJ94AA Mandatory Parallel AMA
December 3, 1996
60
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 Initial System Base and Optional Software Packages (Cont.)
FEATURE/
MASTER MG S/W PACKAGE DESCRIPTION
--------- ----------- -----------
BAS0003 Cont.
NTXP17AA DMS-500 Billing Server Base
NTXP72AA ENET 16K Configuration
NTXP81AA Remote Act of LLC
NTXP90AA Meridian SuperNode Option 201
NTXP94AA FITS Disk Shadowing
NTXP97AA IEM Basic Event Consolidation
NTXQ32AA Digital Audio Tape (DAT) Storage
NTXQ51AA MS SR512 LIS Controller
NTXQ52AA Support for MS Resident LIS Controller
NTXQ96AA IEM Base Phase III
NTXR21AA EADAS Hardware Inventory Control
NTXR34AB XPM Plus
NTXR42AA Firmware Downloading
NTXR46AA Robustness Enhancements
NTXR70AA CM Base for DMS SuperNode Data Manager
NTXS00AA Interchangeable NPA
NTXS07AA Telco Defined Login Banner
NTXS11AA File Transfer Protocol (DARPA)
NTXS29AA APU Maintenance
NTXS72AA Software Support for EDRAM Uploading
NTXVOOAA DN Screening Database - Base
NTXV11AA PCM-30 Digital Trunk controller Interface
NTXV18AA Message Transfer Part (MTP)
NTXV20AA DMS-100 Automatic File Transfer (AFT)
NTXV26AA DN Screen Enhancement III
XXXX00XX Xxxxx Xxxx Xxxx - Xxxxx
XXXX00XX DMS-MTX MNP
BAS00004 Base OA&M
NTXN31AA Operations System Interface Enhancement
BAS00007 Base Logs
NTXQ95AA Line Log Reduction
BASE0001 Base 0001
NTX243AA AMA Teleprocessing
BASE0006 Base SN Series 60 Processor
NTXR61AA SN SR60 Processor
TEL00001 Telecom Layer
Refer to "BAS00003" above
BAS00020 Base Flexible Bellcore AMA
NTX737AB Flexible Bellcore AMA
BAS00028 Base DPP
NTXF14AA High Capacity DPP
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ----------- -----------
LOC00001 Local Services
NTX297AA Bridged Services
SS700001 SS7 Trunk Signalling
NTX167AB SS7 Trunk Signaling Base
NTX875AA SS7 Mass Trunk Conversion
NTXE66AA SS7 ISUP Option Controls
NTXJ54AA SS7 FGD MF/SS7 Interworking
NTXP48AA SS7 2-Wire Emulation
UDD00001 UDD Services
NTX072AA US DDD International DDD
NTX735AA U.S. DDD Flexible Automatic Number Ident.
WLC00001 World Line Card Xxxxxxxx
XXXX00XX Over Voltage Reporting
NTXW20AA North American 900 +2 Type A Template
NTXW21AA North American 900 +2 Type B Template
NTXD26AA SuperNode Series 60 Processor Master
EQA00006 EQA C71SUP IRLTA, CNTN EAEO
EQA00008 EQA POTS IRALATA PIC EAEO
EQA00009 EQA IBN IRALATA PIC EAEO
ENS00005 ENS ENHANCED 911
ENS00001 ENS LDT PSAP
MDC00004 MODC CLASS ON MDC
MDC00008 MDC MBS STANDARD
XXX00000 XXXXXX
XXX00000 MDC CLASS ON MDC/MPV II
MDC00035 MDC TEEN SERVICE
MDC00035-Vl MDC Teen Svc per 100 Line Fee
Right to Use Software License for the following packages is based on the number
of LGCs (Local) ot DTCs (Long Distance) required to support equal access
functionality. Software Right to Use for these packages is provided as part of
the DMS-500 Initial System price and DMS-250 to DMS-500 upgrade price based on
the equipment configurations as defined in this Schedule A, Sections I and V.
Extensions past the equipment engineered with the DMS-250 to DMS-500 Upgrade
and the DMS-500 Initial System would incur additional Right to Use Software
License fees as defined in below:
EQA00001 EQUAL ACCESS LOCAL
EQA00001-VI Equal Access Local per LGC fee $ 4,800
EQA00002 EQUAL ACCESS TOLL
EQA00002-VI EA Toll per DTC fee $ 4,800
December 3, 1996
62
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
Right to Use Software License for the following packages is based on a per line
basis, based on the type of line (Class, Centrex or BRI) that is ordered.
Equipment engineered, furnished and install in addition to that which is
included with the DMS-250 to DMS-500 Upgrade configurations as defined in this
Schedule A, Section V, subparagraph 1.0 and the DMS-500 Initial System are
subject to the additional Right to Use Software License fees as defined below:
Centrex: The Software Right to Use Fee for the following Centrex Software
packages on a per line charge basis is $14 for Extensions and $9 for Initial
Systems:
MDC00001 MERIDIAN DIGITAL CENTREX MIN.
XXX00000 XXX-XXX XXXXXXXX
XXXX00000 MDC MBS MINIMUM
BRI: The Software Right to Use Fee for the following BRI Software packages
on a per line charge basis is $300 for Extensions and $250 for Initial Systems:
NIO00007 NIO ISDN BASE (REQD ALL ISDN)
NIO00008 NIO NI-1 BRI
NIO00010 NIO NI-1 PACKET SERVICES
CLASS The Software Right to Use Fee for the following CLASS Software
packages on a per line charge basis is $29 for Extensions and $19 for
Initial Systems:.
RES00003 RES DISPLAY FUNCT. & PRIVACY
RES00005 RES NON-DISPLAY SERVICES
RES00006 RES SERVICE ENABLER
RES00021 RES ANONYMOUS CALLER REJECTION
RES00030 RES CUSTOMER ORIGINATED TRACE
RES00032 RES SELECTIVE CALL FORWARDING
RES00033 RES SELECTIVE CALL REJECTION
RES00034 RES DISTINCTIVE RINGING/CALL WAITING
RES00035 RES SELECTIVE CALL ACCEPTANCE
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PACKAGE S/W PACKAGE DESCRIPTION
-------------- ----------- -----------
NTS00005 EQUAL ACCESS 800
NTS00012 NTS EXTENDED CAPABILITY
NIO00022 NIO ISDN PRI BASE
NIO00022-VI NIO ISDN PRI Base per PRI link $ 2,000
RES00002 RES ADV. CUSTOM CALLING FEAT.
RES00002-VI RES ACCF per 100 lines $ 2,500
RES00004 RES INTERFACE FUNCTIONALITY
RES00004-VI RES I/F Funct. per 25 links $25,000
RES00017 RES TEEN SERVICE
RES00019 RES CALL FWD REMOTE ACTIVATION
N00R00001 N00 ROUTING
N00 Routing
Info Digit 24 Functionality
NOOR00002 N00/NXX TCAP SERVICES
TCAP Based N00 Routing
TCAP Based NXX Dialing Plan
Auto Code Gapping
X00 XXXX Xxxxx Xxxxxxx
XXXX0000 NETWORK SERVICES
ANI Delivery on DALTIE
STS/Netinfo Mapping
NSER0003 INTER/INTRA IMT SUPPORT
Inter/Intra IMT Support
NPRI0001 NETWORK INTERFACES PRI
PRI D-Channel Backup
Access Transport
UDWS0001 UCS DWS
DWS FG-D ISUP
DWS IMT ISUP
DWS PRI
CRDS0001 CARD SERVICES
Calling Card
Enhanced Calling Card
TCN Log Enhancements
MCCS Dedicated
December 3, 1996
64
MIDCOM Product Attachment
SCHEDULE A
VII. DMS-500 STANDARD FEATURES
1.1 DMS-500 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ----------- -----------
CRDS0002 TCAP BASED CARD SERVICES
CI Command TESTSS
TCAP Based TCN
UTRS0001 ROUTING
Carrier ID Code Routing
December 3, 1996
65
MIDCOM Product Attachment
SCHEDULE A
VIII. DMS-500 OPTIONAL FEATURES
1.0 DMS-500 INITIAL SYSTEM OPTIONAL FEATURES
1.1 DMS-500 INITIAL SYSTEM INTEREXCHANGE OPTIONAL SOFTWARE PACKAGES
The following represents the XXX-000 XXX0X000 base and optional
software packages that are not included in the price of a DMS-500
Initial System Model A, Model B and Model C, ("Standard Features").
The following is a list of Software only (not included in the Schedule
A Initial System(s); this list does not include any/all required
Equipment to provide feature functionality.
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION LIST PRICE
---------- ----------- ----------- ----------
CRDS0003 MCCS, MVP CARD SERVICES $ 50,000
MCCS, Mechanized Voice Prompts
NSER0002 TCAP BASED AUTHCODE AND
ACCOUNT CODE VALIDATION $ 20,000
TCAP Based Account Code and
Private Speed Validation
TCAP Based Authorization Code
Validation
CAIN0200 CARRIER AIN EXTENSION PARAMETERS $ 50,000
Carrier AIN Extension Parms.
CAIN0300 CARRIER AIN SCP SIMULATOR $ 30,000
Carrier AIN SCP Simulator
CAIN0400 CARRIER AIN TEST QUERY $ 30,000
Carrier AIN Test Query
CAIN0500 CARRIER AIN CUSTOMIZED
DIALING PLAN TRIGGER $ 100,000
Carrier AIN Customized Dialing
Plan Trigger
CAIN0501 CARRIER AIN SPECIFIC DIGIT
TRIGGER $ 100,000
Carrier AIN Specific Digit Trigger
December 3, 1996
66
MIDCOM Product Attachment
SCHEDULE A
VIII. DMS-500 OPTIONAL FEATURES
1.2 DMS-500 INITIAL SYSTEM LOCAL OPTIONAL SOFTWARE PACKAGES (CONT.)
Feature/
Master Pkg S/W Package Description List Price
---------- ----------- ----------- ----------
Automatic Call Distribution
---------------------------
ACD00001 Meridian ACD Base $ 0
ACD00001-V1 ACD Base per Line Fee $ 500
ACD00001-V2 ACD Base per ACD Group Fee $ 5,000
ACD00005 ACD Management Information Sys $ 0
ACD00005-V1 ACD MIS per ACD Line Fee $ 250
ACD00006 ACD Enhanced $ 52,000
ACD00004 ACD Networking first 100 Lines $105,000
ACD00004-V1 ACD Ntwking Per ACD Line Fee after
first 100 lines $ 1,300
ACD00009 ACD Networking on CCS7 $ 0
ACD00009-V1 ACD Ntwking on CCS7 per ACD Line $ 400
ACD00010 ACD Networking on PRI $ 0
ACD00010-V1 ACD Ntwking on PRI per ACD Line $ 400
ACD00002 CompuCALL Base $ 0
ACD00002-V1 CompuCALL per SVC Fee $ 7,500
ACD00007 CompuCALL for ACD $ 0
ACD00007-V1 CompuCALL for ACD per SVC fee $ 42,000
ACD00008 Centrex Coordinated Voice and Data $ 0
ACD00008-V1 Centrex CVD per CTX Line Fee $ 5,000
Advanced Intelligent Networking (AIN)
------------------------------------
AIN00002 AIN Essentials Release 0.1 $700,000
AIN00001 AIN Primer $ 0
AIN00001-A1 A IN Primer Annual Fee $ 80,000
Datapath
--------
DTP00001 Datapath $ 17,500
DTP00002 CLASS on Datapath 1st 100 Datapath Lines $ 4,000
DTP00002-V1 CLASS on DTP each addtl. 100 Lines $ 1,000
DTP00003 Data Call Tester $ 0
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
VIII. DMS-500 OPTIONAL FEATURES
1.2 DMS-500 INITIAL SYSTEM OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION LIST PRICE
---------- ----------- ----------- ----------
DIALABLE WIDEBAND-SERVICES
--------------------------
NIO00004 NIO DIALABLE WIDEBAND SVC BASE $ 50,000
NIO00004-Vl NIO DWS per Access Loop Fee $ 11,500
NIO00023 NI0 INTERTOL ISUP & SS7 $200,000
NIO00027 NIO DWS FLEXIBLE ACC $ 71,500
NIO00028 NIO DWS CARRIER ACC $200,000
EMERGENCY NUMBER-SERVICES
-------------------------
ENS00002 ENS ACD PSAP $ 47,000
ENS00002-VI ENS ACD per Agent Fee $ 2,000
ENS00003 ENS STANDARD SELECTIVE ROUTINGDB $145,000
EQUAL ACCESS
------------
EQA00003 EQA CELULAR INTRCNECT-EO $ 15,000
EQA00004 EQA CELLULAR INTERCONNECT-TANDEM $ 25,000
EQA00007 EQA EA ALT SW POINT $ 35,000
EQA00010 EQA ENWATS OPRATN(POTS) $ 20,000
EQA00011 EQA EQUAL ACCESS OSS $ 8,000
EQA00005 EQA INTERMEDIATE TANDEM $ 20,000
EQA00012 EQA C7ISUP INTERLATA CONN AT $120,000
LATA EGUAL ACCESS SYSTEM
------------------------
LEA00001 LEAS TOLL 1ST 50K DIRECTORY NO $145,000
LEA00001-V1 LEAS Toll each addtl 10K DN's $ 20,000
LEA00002 LEAS LOCAL $ 22,500
MERIDIAN DIGITAL CENTREX
------------------------
MDC00034 MDC PRO ENHANCED WATS $ 20,000
MDC00018 MDC PRO MDR VIA AMA STREAM $ 20,000
MDC00002 MDC MERIDIAN SPECIAL ATTENDANT
CONSOLE $ 21,733
MDC00012 MDC TAILORED MDC 1 $ 26,500
NMC00013 MDC TAILORED MDC 2 $ 40,000
MDC00016 MDC TAILORED NTWK ADDRESS
REGISTERS $ 50,000
MDC00035 MDC TEEN SERVICE $ 0
MDC00035-VI MDC Teen Svc per 100 Line Fee $ 5,000
MDC00033 MDC NAME/NUMBER
BLOCKING $ 15,000
NMC00005 MDC MBG MINIMUM $ 73,500
MDC00006 MDC MBG STANDARD $175,000
MDC00011 MDC PRIVATE VIRTUAL NTWKING $195,000
MDC00036 MDC SMDR FOR PVN $ 15,000
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
VIII. DMS-500 OPTIONAL FEATURES
1.2 DMS-500 INITIAL SYSTEM OPTIONAL SOFTWARE PACKAGES (CONT.)
Feature/
Master Pkg S/W Package Description List Price
---------- ----------- ----------- ----------
National ISDN NI0-NI1
NIO00007 NIO ISDN BASE (Reqd all ISDN) $ 68,500
NIO00007-VI ISDN Base Per 100 ISDN Lines $ 500
NIO00007-V2 ISDN Base per 1B+D Line fee $ 100
NIO00007-V3 ISDN Base per 2B+D Line Fee $ 250
NIO00008 NIO NI-1 BRI $251,000
NIO00008-VI NI0 NI-1 BRI per LCMI fee $ 7,200
NIO00009 NIO NI-1 BRI Enh. Maintenance $ 68,000
NIO00022 NIO ISDN PRI Base $ 30,000
NIO000022-VI NIO ISDN PRI Base per PRI
link fee $ 2,000
NIO00011 NIO NI-1 PRI $ 66,500
NIO00011-VI NIO NI-1 PRI per link fee $ 4,800
NIO00012 NIO NI-1 PRI Interworking with
4ESS/5ESS $ 50,000
NIO00013 NIO NI-1 PRI Networking $ 28,000
NIO00013-VI NIO NI-1 PRI Ntwking per link $ 3,750
DataSPAN $ 0
NIO00002 NIO00002-VI DataSPAN per LPP fee $ 20,000
NIO00010 NIO NI-1 Packet Services $ 75,000
Remote services
BAS00012 BAS Remote $ 22,500
BAS00012-V1 BAS Remote per Remote Fee $ 5,500
BAS00012-V2 BAS Remote per LCM Fee $ 700
BAS00009 BASE RSC-S Sync $ 30,000
BAS00009-V1 BAS Remote per RSCS Fee $120,000
Residential enhanced services
RES00001 RES Access Management $ 8,000
RES00002 RES Adv. Custom Calling Feat. $ 12,500
RES00002-V1 RES ACCF per 100 lines $ 2,500
RES00011 RES Unvsl Access to CLASS
First 5K Equipped Lines $115,500
RES00013 RES Ext. Bridged Services $ 7,500
RES00014 RES Call Wake-up Service $ 5,000
RES00014-V1 RES CWUS per 100 RES Lines $ 2,000
RES00015 RES Sub. Activated Call $ 20,000
Blocking
RES00016 RES Expansion Services $ 20,000
RES00018 RES & MDC Warm Line $ 5,000
RES00003 RES Display Funct. & Privacy $ 30,000
RES00003-V1 Per 100 CLASS Lines Fee $ 1,500
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
VIII. DMS-500 OPTIONAL FEATURES
1.2 DMS-500 INITIAL SYSTEM OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG. S/W PACKAGE DESCRIPTION LIST PRICE
----------- ----------- ----------- ----------
Residential Enhanced Services Cont.
-----------------------------------
RES00021 RES ANONYMOUS CALLER REJ. $30,000
RES00021-V1 Per 100 CLASS Lines Fee $ 3,000
RES00022 RES CALLING NAME DELIVERY BLK $ 8,000
RES00023 RES CALLING NAME DISPLAY SW. $20,000
RES00024 RES VSLE & CALL LOGGING $50,000
RES00025 RES CALL WAITING DISPLAY $ 0
RES00025-V1 Per 5K equipped switch lines $15,000
RES00026 RES ENH. CALL WAITING DISPLAY $ 0
RES00026-V1 Per 5K equipped switch lines $10,000
RES00027 RES VISUAL MSG. WAITING $10,000
RES00004 RES INTERFACE FUNCTIONALITY $75,000
RES00004-V1 RES I/F Funct. per 25 LINKS $10,000
RES00028 RES BULK CALL LINE ID FIRST
50 LINKS $20,000
RES00028-V1 RES BCL ID each addtl 25 link $10,000
RES00039 RES SMDI CLID SUPPRESSION $24,000
RES00029 RES AUTOMATIC RECALL $ 5,000
RES00030 RES CUSTOMER TRACING $ 3,500
RES00030-V1 RES CT per 100 Class Lines $ 1,500
RES00031 RES CUSTOMER TRACING ENHANCED $ 3,500
RES00032 RES SELECTIVE CALL FORWARD $10,000
RES00032-V1 RES SCF per 100 Class Lines $ 1,500
RES00033 RES SELECTIVE CALL REJECTION $10,000
RES00034 RES DIST. RINGING CALL WAITING $10,000
RES00034-V1 RES DRCW per 100 Class Lines $ 3,000
RES00035 RES SELECTIVE CALL ACCEPTANCE $ 0
RES00035-V1 RES SCA per 100 SCA lines $ 3,000
RES00007 RES SIGNALING, ROUTING
AND OAM $20,000
1.3 DMS-500 SYSTEM OPTIONAL FEATURES -- PRICING
Refer to Section VII of this Product Attachment for DMS-500 Optional
Software Pricing Discounts.
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
IX. DMS-250 STANDARD FEATURES
I. DMS-250 INITIAL SYSTEM STANDARD FEATURES
1.1 DMS-250 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES
The following represents the XXX-000 XXX00 base and optional Software packages
that are included in the price of a DMS-250 Initial System Model D, Model E and
Model F, ("Standard Features"). The following is a list of Software only
included in the Schedule A DMS-250 Initial System(s); this list does not
include any/all required Equipment to provide feature functionality.
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
UCS00005 UCS TANDEM SERVICES BASE
-------- ------------------------
NTX292BA Enhanced Security-without Password Encryption
NTX702BB DMS-500 Universal Master Package (UCS)
NTX000AA Bilge
NTX001AA Common Basic
NTX048AA Synchronization
NTX051AA Automatic Trunk Testing
NTX053AA Maintenance Assistance Package
NTX055AA Trunk Test Position (TTP)
NTX055AB TTP Digit Verification
NTX055AC TTP Transmission Measurement
NTX056AA Enhanced Administration
NTX060AB Network Management
NTX060BB Network Management - Enhanced
NTX072AA International Direct Distance Dialing (IDDD)
NTX074AA Disk Data Storage Storage System
NTX085AA Traffic Separation Peg Count
NTX087AA Traffic Separation Usage
NTX088AA Traffic Separation Report
NTX099AA Operational Measurements Enhancements
NTX122AA OM Call Attempts Summary
NTX136AA Automatic Transmission Measuring System
NTX202AA DMS-250 Operational Measurements on Tape
NTX203AA DMS-250 104 Testlines
NTX220BA DMS-250 Base Package (Type II)
NTX221BA DMS-250 Call Detail Recording (Type II) Billing
NTX222BA DMS-250 Call Processing (Type II)
NTX227BA DMS-250 Time Of Day Routing
NTX228BA DMS-250 DCM Channel Unit Cross Reference
NTX230BA DMS-250 Speed Numbers (Public/Private)
NTX231BA DMS-250 Incoming Exclusion
NTX234BA DMS-250 Authcodes (Type II)
NTX235BA DMS-750 Restricted Usage By Date and Time
NTX236BA DMS-250 Alternate Trunk Group Treatments
NTX239BA DMS-250 Translation Verification
NTX244AB Enhanced Sequential Trunk Hunting
NTX269AA Universal Tone Receivers
NTX270AA New Peripheral Maintenance Package
NTX291AA Enhanced Real Time Indicator
NTX321BA DNIS-250 Generic Offnet Access Trunks (FG-B)
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
IX. DMS-250 STANDARD FEATURES
1.1 DMS-250 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
UCS00005 UCS TANDEM SERVICES BASE
-------- ------------------------
NTX702BB DMS-250 Universal Master Package (UCS)
NTX342BA DMS-250 Equal Access Base Package (FG-D)
NTX343BA DMS-250 Equal Access (Type II) - ANI Scrn
NTX347AA DMS Base Data Communication Software
NTX351BA DMS-250 Automatic Trunk Routining
NTX445AB Operational Measurement Selective Output
NTX738AC Switch Performance Monitoring System (SPMS)
NTX801AA Toll Features I
NTX827AA New Peripherals Performance Measurements
NTX903AA Transmission Measurements
NTXA11AA Patch Administration & Downloading via X.25
NTXG22AA DMS-250 UCS Outgoing FG-D Enhancements
NTXG24AA DMS-250 Integrated Echo Cancellor
NTXJ35AA Maintenance Managers Report
NTXL02AA DMS-250 UCS Dialing Plan Enhancements
NTXL05AA DMS-250 Roaming PINs
NTXL79AA DMS-250 XPM+ for DTC7/DTCI
NTXR34AB XPM Plus Basic
NTXR42AA Firmware Downloading
XXXX00XX XXX-000 Safe Store TAP (X.25 Applications)
NTXM70AA UCS Tandem Services Base
NTX065AA Service Analysis
NTX142AA DS-1 64 KBPS Clear
NTX143AA DS-1 ESF
NTX167AB CCS7 Trunk Signalling
NTX226BA DMS-250 ATB by NPA Using Operational Meas.
NTX232BA DMS-250 ATB by NPA Using Logs
NTX233BA XXX-000 Xxx Xxxx Xxxxxxx
XXX000XX DMS-250 Nailed Up Connections
NTX340BA DMS-250 Adaptive Routing
NTX346BA DMS-250 Intra Lata Intra State Screening
NTX361BA XXX-000 XXX0 XXXX
XXX000XX DMS-250 Multiple Authcode Sets
NTX437AA Random Conditional Routing
NTX550AA CCS7 Transaction Service Support
NTX836AA LPP V.35 Subrate Links
NTX839AB LPP Enhanced Maintenance and Xxxx
NTX840AA XXX0 Xxxxxxx Message Screening
NTX882AA Bit Error Ratio Indicator for Toll Switches
NTX883AA Inter Office Trunk Bit Error Rate
NTX885AB Switch Xxx Diagnostics
NTX945AA MS Base Link Maintenance
NTXA67AA Extended XPM Diagnostics
NTXE01AA Enhanced Network Basic (ENET)
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
IX. DMS-250 STANDARD FEATURES
1.1 DMS-250 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION
---------- ------------ -----------
UCS00005 UCS TANDEM SERVICES BASE
-------- ------------------------
NTXM70AA UCS Tandem Services Base Cont.
NTXE32AA CCS7 Preventative Cyclical Retransmission
NTXE65AA MPC X25 Interface
NTXE98AA High Speed MPC
NTXF05AA Ethernet Interface Unit
NTXF19AA TCP/IP Protocols
NTXF20AA LMS on LPP
NTXF71AB SuperNode Enhanced Messaging
XXXX00XX XXX-000 CNS CCITT 1984 X.25 Datacom
NTXG13AA DMS BASE Data Access Interface Session
NTXG18BA DMS-250 Safe Store Tap
NTXG20AA DMS-250 SS7 FG-D
XXXX00XX XXX-000 Enhanced COS Screening
XXXX00XX XXX-000 Trunk Group and CLLI name analysis
NTXG35AA XXX-000 Xxxxxxxxxx Xxxxxxxxxxxxx
XXXX00XX DMS-250 SS7 IMT Terminations to DTU
XXXX00XX XXX-000 Direct Termination Service
NTXG49AA DMS-250 UCS SS7 UCP (Base ISUP)
NTXJ40AA XXX0 Xxxxxxx Verification Tools
NTXJ41AA CCS7 Test Tools
NTXJ44AA SLM File System
NTXJ94AA Mandatory Parallel AMA
NTXL01AB DMS-250 UCS Account Code Screening Enh.
NTXL03AA DMS-250 UCS to USP ISUP Interworking
NTXL04AA DMS-250 UCS SS7 Intra/Inter Networking
NTXL08AA DMS-250 UCS X.25 Transport
NTXL09AA DMS-250 UCS PRA
NTXL11AA DMS-250 UCS to MCI ISUP Interworking
NTXL12AA DMS-250 UCS to FGD ISUP Interworking
NTXL14AA DMS-250 UCS International Partitioning
NTXL47AA DMS-250 Lower Layer Compatibility
NTXN16AA Enhanced Dram
NTXN18AA FBUS LIU Base
NTXN19AA LIU7 for LPP Based CCS7 Applications
NTXN68AA XPM Xxxxxxxxx Xxxxxxxx
XXXX00XX LIS Common
NTXP10AA Network Module Software
NTXP13AA Enet Switch Path Diagnostics
NTXP14AA Dirp Parallel Storage Size Increase
NTXQ51AA MS SR512 Lis Controller
NTXR70AA CM Base for OPC
NTXR72AA CCS7 MTP/SCCP for LPP
NTXS11AA File Transfer Protocol
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
IX. DMS-250 STANDARD FEATURES
1.1 DMS-250 INITIAL SYSTEM BASE AND OPTIONAL SOFTWARE PACKAGES (CONT.)
FEATURE/
MASTER PACKAGE S/W PACKAGE DESCRIPTION
-------------- ----------- -----------
UCS00005 UCS TANDEM SERVICES BASE
NTXM70AA UCS TANDEM SERVICES BASE CONT.
NTXX26AA DMS-250 UCS X.25 Data Transport
Enhancements
NTXX30AA UCS Enhanced Dialing Plan Phase II
NTXX32AA Enhanced PANI on UCS
NTXX42AA Disallow Reorigination on EANT FG-D
Trunks
CRDS0001 CARD SERVICES
Calling Card
Enhanced Calling Card
TCN Log Enhancements
MCCS Dedicated
CRDS0002 TCAP BASED CARD SERVICES
CI Command TESTSS
TCAP Based TCN
N00R00001 N00 ROUTING
N00 Routing
Info Digit 24 Functionality
N00R00002 N00/NXX TCAP SERVICES
TCAP Based N00 Routing
TCAP Based NXX Dialing Plan
Auto Code Gapping
X00 XXXX Xxxxx Xxxxxxx
XXXX0000 NETWORK SERVICES
ANI Delivery on DALTIE
STS/Netinfo Mapping
NSER0003 INTER/INTRA IMT Support
Inter/Intra IMT Support
NPRI0001 NETWORK INTERFACES PRI
PRI D-Channel Backup
Access Transport
UDWS0001 UCS DWS
DWS FG-D ISUP
DWS IMT ISUP
DWS PRI
UTRS0001 ROUTING
Carrier ID Code Routing
December 3, 1996
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MIDCOM Product Attachment
SCHEDULE A
X. DMS-250 OPTIONAL FEATURES
1.0 DMS-250 INITIAL SYSTEM OPTIONAL FEATURES - INTEREXCHANGE
The following represents the XXX-000 XXX00 optional InterExchange Features
("DMS-250 Optional Feature - InterExchange") that are not included in the
DMS-250 Initial System Models D, E or F. Such DMS-250 Optional Feature -
InterExchange may be ordered by Buyer for the DMS-250 Initial System Models D,
E and F or with a Software Upgrade at the fees specified below.
FEATURE/
MASTER PKG S/W PACKAGE DESCRIPTION LIST PRICE
---------- ----------- ----------- ----------
CRDS0003 MCCS MVP CARD SERVICES $ 50,000
MCCS Mechanized Voice Prompts
NSER0002 TCAP BASED AUTHCODE AND
ACCOUNT CODE VALIDATION $ 20,000
TCAP Based Account Code and
Private Speed Validation
TCAP Based Authorization Code
Validation
CAIN0200 CARRIER AIN EXTENSION PARAMETERS $ 50,000
Carrier AIN Extension Parms.
CAIN0300 CARRIER AIN SCP SIMULATOR $ 30,000
Carrier AIN SCP Simulator
CAIN0400 CARRIER AIN TEST QUERY $ 30,000
Carrier AIN Test Query
CAIN0500 CARRIER AIN CUSTOMIZED
DIALING PLAN TRIGGER $ 100,000
Carrier AIN Customized Dialing
Plan Trigger
CAIN0501 CARRIER AIN SPECIFIC DIGIT
TRIGGER $ 100,000
Carrier AIN Specific Digit Trigger
1.1 DMS-250 SYSTEM OPTIONAL FEATURES - INTEREXCHANGE PRICING
Refer to Section V of this Product Attachment for DMS-250 Optional
Software Pricing Discounts.
December 3, 1996
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Product Attachment
Page 13
SCHEDULE B
SERVICES AND CHARGES
ENGINEERING
1. Nortel shall engineer each System furnished hereunder in accordance with
Nortel's engineering practices applicable to such Initial System at the
time such engineering is performed.
2. Nortel's charges for engineering each Initial System are included in the
prices and fees for the Initial System set forth in Schedule A.
3. The provision of any other engineering by Nortel and the charges
associated therewith shall be as subsequently agreed in writing by
Nortel and Buyer.
INSTALLATION
1. Nortel shall install each Initial System furnished hereunder at the
applicable Installation Site in accordance with Nortel's installation
practices applicable to such Initial System at the time such
installation is performed.
2. Nortel's charges for performance of such installation are included in
the prices and fees for the Initial System set forth in Schedule A.
3. The provision of any other installation by Nortel and the charges
associated therewith shall be as subsequently agreed in writing by
Nortel and Buyer.
TRAINING
1. As applicable, with each Initial System or DMS-250 to DMS-500 Upgrade
furnished hereunder, Nortel shall provide to Buyer at no additional
charge the following number of training days at Nortel's Training Center
currently located in Raleigh, North Carolina:
Initial System Model A through C, one hundred (100) days.
Initial System Model D through F, fifty (50) days.
DMS-250 to DMS-500 Upgrade, fifty (50) days.
(Note: Initial System models are defined in Schedule A, Section II, as
appropriate.)
Such training shall be in any of the courses scheduled to be provided at
that Training Center as set forth in NTI's applicable Technical Training
Course catalog with respect to the Products described in Schedule A to
this Attachment.
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2. Buyer shall be responsible for the payment of all travel and living
expenses of its employees whom Buyer sends to receive such training.
3. Additional Training in such courses shall be provided by Nortel to
Buyer subject to availability and scheduling of such courses. NTI may
change the schedule of such courses at any time. Such additional
training shall be provided at NTI's then-current charges.
4. All training provided by NTI shall consist of such materials and cover
such subject as NTI in its sole discretion determines to be
appropriate. Nortel makes no representation concerning the ability of
anyone to satisfactorily complete any training.
5. Nortel may add to, or delete from, the subject matter and or medium of
any of the training courses which NTI provides. In addition, NTI may
reschedule such courses as NTI determines to be appropriate.
6. The availability of any training to Buyer as set forth above shall be
subject to any prerequisites identified by NTI in its training catalog
or other documentation with respect to such training.
ADDITIONAL SERVICES
1. All other services to be furnished hereunder shall be subject to
written agreement of the parties which shall set forth the terms and
conditions applicable to the provision of such services and a
description of such services and the charges for such services.
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SCHEDULE C
DELIVERY
The delivery schedule shall be mutually agreed to by the parties and set forth
in any Order for Products.
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SCHEDULE D
DOCUMENTATION
Certain documentation with respect to the Products may be made available to
Buyer on CD-ROM pursuant to the terms and conditions set forth below.
In addition, Nortel may furnish to Buyer such other documentation with respect
to the Products as Nortel deems appropriate.
HELMSMAN TERMS AND CONDITIONS
1. DEFINITIONS
"CD-ROM" shall mean a compact disk with read-only memory.
"CD-ROM Software" shall mean the computer programs which provide basic logic,
operating instructions or user-related application instructions with respect to
the retrieval of CD-ROM Documentation, along with the documentation used to
describe, maintain and use such computer programs.
"CD-ROM Documentation" shall mean the documentation that Nortel makes available
to its customers on CD-ROM with respect to DMS-250, DMS-300, and/or DMS-STP
Systems.
2. SCOPE
With the delivery of each Initial System ordered by Buyer, Nortel shall deliver
a CD-ROM on which the appropriate CD-ROM Documentation is contained and a user
manual which shall set forth the procedures by which Buyer may use the CD-ROM
Software to access to the CD-ROM Documentation.
Buyer shall be solely responsible for obtaining, at its cost and expense, any
computer or other equipment and software required to use the CD-ROM, CD-ROM
Software and/or CD-ROM Documentation.
Buyer may order additional CD-ROMs from Nortel at Nortel's then current fees
therefor, and any such additional CD-ROMs shall be subject to these terms and
conditions.
3. LICENSE
Upon delivery of the CD-ROM, Nortel shall grant to Buyer a non-exclusive,
non-transferable and non-assignable license, subject to these terms and
conditions:
