CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.
PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE
DENOTED BY [*], [**], OR [***]. MATERIAL OMITTED HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
MASTER PURCHASE AGREEMENT
BETWEEN
WORLDPORT COMMUNICATIONS, INC.
AND
NORTHERN TELECOM INC.
TABLE OF CONTENTS
Articles:
Article 1 - Definitions
Article 2 - Scope of Agreement
Article 3 - Placement of Orders
Article 4 - Price and Payment
Article 5 - Shipment, Title and Risk of Loss
Article 6 - Testing, Turnover and Acceptance
Article 7 - Order Cancellation
Article 8 - Warranty
Article 9 - Nortel's Additional Obligations
Article 10 - Software License
Article 11 - Homologation and Certification
Article 12 - Liability for Bodily Injury, Property Damage and Patent
Infringement
Article 13 - Remedies and Limitation of Liability
Article 14 - Term and Termination
Article 15 - Confidentiality
Article 16 - Miscellaneous
Exhibits:
Exhibit A - Product Annexes including List(s) of Product and Prices
Exhibit B Master Services Agreement
Exhibit C List of Affiliates
Exhibit D - Territorial Limitations
Exhibit E Homologation
Worldport Communications Inc.
MPA
MASTER PURCHASE AGREEMENT
This Master Purchase Agreement ("Agreement"), effective as of the ____ day of ______, 1998, is entered into
by and between WorldPort Communications, Inc. (hereinafter "Company"), a Delaware corporation with its
principal place of business located at 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, and Northern
Telecom Inc. (hereinafter "Nortel"), a Delaware corporation with offices located at 0000 Xxxxxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxx 00000-0000.
WHEREAS, Company is engaged in providing communication services and products, and providing and
maintaining public and private communication networks; and
WHEREAS, Nortel, in conjunction with Nortel Affiliates, is engaged in the design, development,
manufacture and sale of various products and offers services associated with such products, which can be used
in connection with the communication services, products and networks of Company; and
WHEREAS, Company and Company Affiliates wish to be able to purchase and/or license various products
and services from Nortel and Nortel Affiliates, which Company and Company Affiliates will use for their own
internal use and not for resale or as stock in trade, except that Company may sell, transfer, assign and/or
lease the Products and Services to a Company Affiliate only, and Nortel is willing to sell and/or license
such products to Company, subject to the terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth, the
parties agree as follows:
ARTICLE 1. DEFINITIONS
The following words shall have the meanings set forth below. Word in the singular shall be held to include
the plural and vice versa and words of gender shall be held to include the other genders as the context
requires.
1.1"Acceptance" shall mean that either (i) Company has indicated that an ordered Product is operating
substantially in accordance with the applicable Specification; or (ii) an ordered Product has been deemed to
be accepted pursuant to criteria set forth in Article 6.
1.2 "Affiliate" shall mean any entity listed in Exhibit C in which either Nortel or Company
directly or indirectly owns and controls, and continues to own or control, more than fifty percent (50%) of
the shares entitled to elect the board of directors of such entity. Each party agrees that the other party
may add to Exhibit C any entity in which the party directly or indirectly owns and controls, and continues to
own or control, more than fifty percent (50%) of the shares entitled to elect the board of directors of such
entity. Any other entity shall only be added upon mutual consent of the parties in writing. The Affiliates
of Nortel are referred to herein as "Nortel Affiliates", and the Affiliates of Company are referred to herein
as "Company Affiliates".
1.3 "Applications" shall mean any program, product, service, development or invention developed
by a party using the Building Blocks, including any modified or created Building Blocks, created by Company.
1.4 "Building Block(s)" shall mean those Software files provided by Nortel with Modifiable
Software that are manipulatable or which may be created by Company with such Modifiable Software and which
can be used, created or manipulated by Company to create Applications.
1.5 "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 one party to the other party in connection with this Agreement; provided that, the
disclosing party shall clearly xxxx all such information disclosed in writing as the confidential or
proprietary property of the disclosing party and, in the case of oral disclosure, the disclosing party shall
identify the confidential or proprietary nature of any such information at the time of such oral disclosure
and shall provide a written summary (labeled as confidential or proprietary) of the orally disclosed
information to the recipient within fifteen (15) business days following such disclosure.
1.6 "Contract" shall mean an agreement for the supply of Products and/or Services between (i) a
Company Affiliate and (ii) Nortel or a Nortel Affiliate, which comes into effect by the acceptance of an
Order pursuant to the provisions of this Agreement, and which Contract shall be governed by the terms and
conditions of this Agreement; and each reference to "Company" in this Agreement shall for such Contract mean
the ordering Company Affiliate.
1.7 "Customer" shall mean entities to whom Company provides communications services as a result
of Company's internal use of the Products.
1.8 "Customer Information" or "CI" shall mean the information provided by Company to Nortel in
order for Nortel to engineer and/or provide the components of Systems.
1.9 "Documentation" shall mean the documents which Nortel generally makes available to its
customers containing descriptive, operating, installation, engineering and maintenance information for
Products, including Specifications, as such documents may be amended from time to time.
1.10 "Effective Date" shall mean the date this Agreement becomes effective, which shall be the
date first identified above.
1.11 "Ex Works" shall have the meaning ascribed to it in Incoterms 1990.
1.12 "Extension" shall mean Hardware and/or Software which is engineered by Nortel and added to
an Initial System after the Turnover Date of the Initial System.
1.13 "Hardware" shall mean, individually and collectively, the Nortel equipment listed in the
Product Annexes of Exhibit A, and shall be deemed to include any equipment which Nortel adds to its generally
available Hardware price lists or so identifies to Company in a Quotation.
1.14 "Hazardous Material" 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 C.F.R. Part 1910, Subpart Z), the Resource Conservation and Recovery Act (15 U.S.C. Section 6901, et
seq.), the Toxic Substances Control Act (15 U.S.C. Global Section 2601, et seq.), the Comprehensive
Environmental Response Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), and any other
federal, state or local environmental law, ordinance, rule or regulation or equivalent law or regulation in
the country to which the Product is shipped by Nortel.
1.15 "Initial System" shall mean Hardware and Software, inclusive of a central processor unit,
included in a configuration which Nortel identifies as a System and which is initially engineered by Nortel
and installed at a specific Installation Site.
1.16 "Installation Site" shall mean the location or facility identified in an Order at which the
applicable Products will be installed.
1.17 "Licensed Software" shall mean the Software which Company has licensed pursuant to this
Agreement.
1.18 "Merchandise" shall mean any Hardware or other parts or components which are not ordered as
part of a System and with respect to which no engineering, installation or other Services are provided by
Nortel.
1.19 "Modifiable Software" shall mean Software, or a portion of Software that is identified as
such by Nortel in its applicable Documentation, which Company may have certain rights to modify and
potentially create Applications or Building Blocks in accordance with the applicable Documentation.
1.20 "Non-licensed Software" shall mean Software for which Company has not yet obtained a license
nor paid applicable right to use fees, but which Software may be included with Software loads delivered to
Company hereunder.
1.21 "Object Code" shall mean Software either written directly, or translated from, Source Code,
which when presented on a suitable medium may be directly executed by and through computer hardware and/or
firmware and which Software may be stored on any storage medium whatsoever.
1.22 "Order" shall mean a numerically controlled purchase authorization document issued by
Company or a Company Affiliate to Nortel or a Nortel Affiliate, specifying the types and quantities of
Products and Services to be furnished by Nortel.
1.23 "Product(s)" shall mean, individually and collectively, the Hardware, Software, and
Documentation.
1.24 "Product Annex" shall mean, with respect to a specific Product, additional or modified terms
and conditions as set forth in Exhibit A, inclusive of but not limited to those that may apply to any Third
Party Hardware or Third Party Software, unique to such Product.
1.25 "Quotation" shall mean a written budgetary or firm price quotation issued by Nortel to
Company or a Company Affiliate for the supply of any Products or Services pursuant to this Agreement.
1.26 "Service(s)" shall mean, individually and collectively, any of the services set forth in
this Agreement that Company may acquire from Nortel, such as but not limited to maintenance, engineering,
installation, training, data management, program management, project management, commissioning, testing,
technical assistance Service with respect to Products and installation, and consulting.
1.27 "Services Software" shall mean that Software and related documentation made available by
Nortel which may be used by Company for estimation, planning or information purposes.
1.28 "Ship Date" shall mean the date as agreed to by the parties on which a Product ordered by
Company is scheduled to be shipped, or in the case of Software which is downloaded, the date upon which such
Software is to be downloaded to the System; however, Ship Date shall not mean the date on which Non-licensed
Software is activated.
1.29 "Software" shall mean (i) computer programs in Object Code form or firmware which (a) are
owned by, or licensed to, Nortel or Nortel Affiliates, (b) reside in Product memories, tapes, disks or other
media, and (c) provide basic logic operating instructions and user-related application instructions, and (ii)
documentation associated with such computer programs which may be furnished by Nortel to Company from time to
time, including both Licensed Software and Non-licensed Software, but in no event shall Software include
Source Code.
1.30 "Software Release" shall mean Software or revisions to Software containing problem fixes,
new features and/or enhancements.
1.31 "Source Code" shall mean Software in assembly language or any higher-level source language
and all available appropriate documentation.
1.32 "Specifications" shall mean with respect to any Product the specifications and/or practices
set forth in Northern Telecom Practices ("NTPs") or similar documents published by Nortel which Nortel
identifies as the standard performance specifications and practices for such Product.
1.33 "System" shall mean a configuration of Hardware and Software providing a specified
functionality and includes an Initial System and its Extensions, if any.
1.34 "Third Party Hardware" shall mean any hardware not of Nortel's manufacture, which shall be
deemed to include any such hardware which Nortel adds to its generally available Third Party Hardware price
lists or so identifies to Company in a Quotation.
1.35 "Third Party Software" shall mean any Software not owned by Nortel and which is included
within Licensed Software or Non-Licensed Software.
1.36 "Territory" shall mean the United States of America, the United Kingdom, the Dominican
Republic, the European Union Member States, Australia and New Zealand, except to the extent that there is a
limitation on Company's ability to acquire Products in a country for Company's own use, as set forth in
Exhibit D.
1.37 "Turnover" shall mean, with respect to any System installed by Nortel, that Nortel has
completed its standard manufacturing test procedures, as applicable, and that the System is ready for
acceptance testing by Company.
1.38 "Turnover Date" shall mean, with respect to any Product installed by Nortel hereunder, the
date on which Nortel provides a notice of Turnover to Company.
ARTICLE 2. SCOPE OF AGREEMENT
2.1 This Agreement sets forth the terms and conditions under which Company or Company Affiliates may order
Products and/or Services from Nortel and Nortel Affiliates. Any Order placed by a Company Affiliate, under
this Agreement, shall be subject to the terms and conditions of this Agreement, as if such Company Affiliate
is the party that executed this Agreement; provided, however, that Nortel has the right to reject any Order
as specified in Section 3.2 and from any Company Affiliate which is otherwise engaged with Nortel or a Nortel
Affiliate in an agreement for the purchase and/or supply of any of the Products or Services provided under
this Agreement. Company or the Company Affiliate, as the case may be, may use the Products itself, including
use to provide services to others, subject to the terms and conditions of this Agreement. Company expressly
represents that it is not buying Products or Services for resale, with the exception that Company may resell,
transfer, assign and/or lease Products or Services to a Company Affiliate only. Each Company Affiliate
expressly represents that it is not (i) buying Products or Services from Nortel or Company for resale or (ii)
executing the transfer, assignment or lease of Products or Services from Company for resale.
2.2 To the extent any terms and conditions set forth in this Agreement are inapplicable to a
Product, the applicable terms and conditions and any additional terms and conditions for such Product shall
be set forth in a Product Annex.
2.3 If specified in a Product Annex as a requirement, Company shall, fifteen (15) days prior to
each calendar quarter, submit to Nortel a consolidated non-binding forecast of Products by geographic region,
that Company anticipates purchasing or licensing over the next four (4) calendar quarters. In addition to
the type, quantity and cumulative dollar amount of Products, the parties may agree upon additional
information to be included in the forecast.
2.4 Unless specifically stated otherwise, all references to prices, charges, fees or other
amounts herein shall be in U.S. dollars and all documentation, correspondence and communication shall be in
the English language. Unless otherwise set forth herein, any reference in this Agreement to Company shall be
deemed to include Company Affiliates, except that any reference to Company's ability to resell, transfer,
assign and/or lease Products and/or Services purchased from Nortel, or any portion thereof, to a Company
Affiliate shall remain the sole right of Company. Any reference to Nortel shall be deemed to include Nortel
Affiliates.
ARTICLE 3. PLACEMENT OF ORDERS
3.1 When Company desires to order Products and/or Services, Company shall submit to Nortel's Director,
Commercial Marketing or such other person as Nortel shall designate, an Order which shall at a minimum
specify the following, if applicable:
(i) the name of the Company Affiliate placing the Order, which shall be a Company Affiliate set forth in
Exhibit C for the country in which the Product is to be placed;
(ii) the types and quantities of Products and Services to be furnished by Nortel;
(iii) the name and address, as set forth in Exhibit C, of the Nortel Affiliate that will
be providing the Products and/or Services being ordered in the country in which the Products
and/or Services are to be placed and/or performed, as appropriate;
(iv) the applicable prices, charges and fees with respect to such Products and Services;
(v) the location or facility to which the Products are to be delivered;
(vi) the incorporation by reference of this Agreement;
(vii) the location at which the Product is to be installed, if known;
(viii) the requested Ship Date and Turnover Date of the System; and
(ix) any other information required under this Agreement to be included in an Order.
3.2 All purchases pursuant to this Agreement shall be made by means of Orders issued from time
to time by Company and accepted by Nortel in writing within fifteen (15) days after receipt of the Order. An
Order submitted by a Company Affiliate pursuant to the terms and conditions of this Agreement, and which
Nortel has accepted, shall constitute a Contract between the Company Affiliate ordering and Nortel or the
applicable Nortel Affiliate. In the event that Nortel fails to provide its acceptance of an Order in writing
within such fifteen (15) day period, such Order shall be deemed to be accepted, provided that no additional
or special terms and conditions have been written on the face of or otherwise incorporated into such Order.
Nortel shall have the right to reject any Order, or the applicable portion of such Order, placed hereunder
from Company or a Company Affiliate, even if such Order is in accordance with the provisions of this Article
3.
3.3 Nortel's Director, Commercial Marketing, or such other person as designated by Nortel, shall
forward the Order to the applicable Nortel Affiliate for fulfillment.
3.4 All Orders issued by Company pursuant to this Agreement shall refer to and specifically
incorporate this Agreement by reference and the terms and conditions herein shall govern the transaction
resulting from such Order; provided that such Order is accepted by Nortel. Preprinted terms and conditions
set forth in Orders issued by Company, or in any prior Quotations, acknowledgments or other related
documentation issued by any party, shall be considered null and void and shall have no force or effect;
provided, however, that any special terms and conditions written on the face of an Order or otherwise
incorporated into such Order shall, upon acceptance in writing by Nortel, and for such Order only, supersede
the specific terms and conditions contained in this Agreement, including all Exhibits attached hereto, which
are in conflict.
3.5 Company may at any time request additions, alterations, deductions or deviations to an
Order, subject to the condition that such changes and any adjustments resulting from such changes, including,
but not limited to, schedules and prices, shall be mutually agreed upon and, if so agreed, subsequently
detailed in a written revision to the applicable Order ("Change Order"). Company acknowledges that a
premium charge may be applied by Nortel should Nortel agree to process a Change Order outside of its standard
Order processing cycle for a Product or in the event that a Change Order requires an additional amount of
work (such as engineering) to be undertaken to comply with such changes.
3.6 If Company desires to receive a budgetary or firm Quotation from Nortel for a Product or
Service, Company shall submit such request in writing to Nortel's Director, Global Accounts, or such other
person as designated by Nortel. The request for Quotation shall include the information listed in Section
3.1, as applicable.
3.7 Nortel shall respond in writing to requests for budgetary Quotations and requests for firm
Quotations. Unless otherwise specified in the firm Quotation, such firm Quotation shall be valid for ninety
(90) days from the date of such Quotation. Budgetary Quotations shall be provided for information and
planning purposes only and shall not be considered to be a final or firm statement binding on either party.
All prices will be quoted in U.S. dollars, unless otherwise agreed. The Quotations shall include the
following information:
(i) Budgetary Quotations
(a) preliminary Hardware and Software lists;
(b) the estimated charges for the Products;
(c) the estimated charges for Services requested; and
(d) any other information requested by Company.
(ii) Firm Quotations
(a) the price to be paid by Company for the Products, after applying the
applicable discounts, if any;
(b) fixed charges for Services requested;
(c) complete Hardware and Software lists and project schedules; and
(d) any other information requested by Company.
3.8 The Ship Date shall be based on Nortel's standard intervals for the applicable Product;
however, the parties shall always mutually agree on the Ship Date and take into consideration any unique
aspect of the applicable project.
3.9 Orders may be issued either electronically, such as through electronic data interchange, or
via traditional manual methods, as mutually agreed to by the parties.
3.10 Company absolutely, irrevocably and unconditionally guarantees the performance of every
Company Affiliate issuing Orders and/or otherwise acting under this Agreement and any Contract created
thereby. Company hereby expressly waives any other diligence, protest or notice as well as any requirement
that Nortel exhaust any remedy or right against such Company Affiliate.
ARTICLE 4. PRICE AND PAYMENT
4.1Nortel shall charge Company for each Product and/or Service ordered by Company in accordance with the
prices set forth in each accepted Order, which prices shall be based upon prices identified in one of (i) a
Product Annex, (ii) a Firm Quotation, (iii) Nortel's then current prices, or (iv) as specified elsewhere in
this Agreement or as otherwise mutually agreed in writing.
4.2 All Products shall be priced and delivered in accordance with Ex Works, Nortel's applicable
facility.
4.3 Nortel's prices, if set forth in Exhibit A, may be revised by Nortel no more than once each
calendar year, by providing sixty (60) days prior written notice to Company. Such notice shall specify the
effective date of the price change and shall apply to all Orders received by Nortel on or after the effective
date of the price change. However, in the event that there is a recognized industry-wide shortage of a
component that is incorporated in a Product, Nortel may increase the price of such Product, following the
provision of written notice to Company fifteen (15) days prior to the effective date of such increase or such
shorter date as is mutually agreed in view of the shortage. The price increase of such Product due to a
component shortage shall be limited to a reasonable amount under the then-current circumstances having regard
for industry conditions for the period of time during which such recognized shortage exists. Following the
implementation of a price increase due to a component shortage, the parties shall jointly review every three
(3) months or at such other time as is mutually agreed, in good faith, whether such component shortage still
exists. If the component shortage has abated, the parties shall jointly determine whether there still is a
need for such price increase. In addition, in the event that worldwide hyperinflation occurs, the parties
shall work together in good faith to determine any applicable increase in prices of affected Products to
cover Nortel's additional costs.
4.4 For all Orders, Nortel shall invoice Company for Products and Services as follows, unless
otherwise agreed to in writing:
(i) for Systems, whether or not installation has been ordered from Nortel, one hundred
percent (100%) of the price of the Products on the Ship Date, one hundred percent (100%) of
the price of any Services upon the date of completion of such Services, except with respect
to installation Services, if any, which shall be invoiced one hundred percent (100%) upon
Turnover;
(ii) for Merchandise or Documentation provided on a furnish-only basis, one hundred
percent (100%) of the price on the Ship Date; and
(iii) for Orders covering Services only, one hundred percent (100%) of the price for such
Services following completion of performance, except for recurring support Services which
shall be billed quarterly in advance unless otherwise agreed. Some Services may be subject
to monthly invoicing as set out in a Product Annex or separate Service agreement. To the
extent such Services are to be invoiced differently than set out in this paragraph (iii),
such differences shall be set forth in the applicable Product Annex or separate Service
agreement and such provisions shall take precedence.
4.5 Each invoice shall be paid in full within thirty (30) days after the date of such invoice.
In the event that Company does not pay an invoice in full within such thirty (30) day period, then Nortel may
charge Company interest on the outstanding portion of such invoice from day thirty one (31) forward, at the
rate of one and one half percent (1.5%) simple compound interest per month, or such lesser amount as may be
the maximum permissible rate under applicable law, until such time as the outstanding invoice is paid. In
addition, Company agrees to pay all collection costs and reasonable legal fees incurred by Nortel as a result
of late payment or non-payment by Company.
ARTICLE 5.SHIPMENT, TITLE AND RISK OF LOSS
5.1 Prior to the Ship Date, Company shall have the right to reschedule any pending Orders;
provided that (i) a minimum period of notice prior to such Ship Date is given to Nortel by Company in
accordance with the applicable Product Annex; and (ii) the new Ship Date is within ninety (90) days of the
original Ship Date. However, each Order may only be rescheduled once. Company shall reimburse Nortel for any
storage fees, insurance and demurrage costs incurred with respect to such rescheduled Orders.
5.2 All Products shall be delivered to Company in accordance with Ex Works and risk of loss and
damage to Products shall be construed as defined therein. Company shall keep such Products fully insured
for the total amount then due Nortel for such Products. Company shall pay transportation charges, including
insurance, associated with the shipment of Products; provided however, that if the parties agree, Nortel
shall prepay transportation charges, and insurance for delivery of Products to the Installation Site or other
delivery location or other designated receiving point as specified in an Order. The charges therefor shall
be invoiced by Nortel and paid by Company to Nortel in accordance with Article 4 above.
5.3 Good title to Hardware furnished hereunder, free and clear of all liens and encumbrances,
shall vest in Company upon full payment to Nortel of the total amount payable by Company for such Hardware and
any related Licensed Software or Services ("Total Fee") furnished by Nortel in connection with such Hardware.
Prior to payment of the Total Fee for the Products and Services in an Order, Company shall not sell or lease
the Hardware, or allow any liens or encumbrances to attach to the Hardware or Software, or remove the
Hardware or Software from the Installation Site without the prior written consent of Nortel, such consent not
to be unreasonably withheld.
5.4 If Company notifies Nortel prior to a Ship Date that Company does not wish to receive such
Products on the Ship Date, 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 Company fails to take delivery of any
portion of the Products in an Order when shipped, Nortel may place the applicable Products in storage. In that
event, Company 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
Company for purposes of this Agreement, including, without limitation, provisions for payment, invoicing,
passage of risk of loss, and commencement of the warranty period.
5.5 Until the Total Fee is paid, Company grants to Nortel and/or its agents a purchase money
security interest in the Products in an Order and their proceeds or such other similar protection as may be
available in the applicable jurisdiction. Company shall cooperate with Nortel in preserving and perfecting
Nortel's security interest in the Products and Company shall promptly (i) execute and deliver to Nortel such
financing statements as Nortel may require and (ii) execute and deliver to Nortel such other agreements,
documents and instruments as Nortel may require to perfect and maintain the validity, effectiveness and
priority of the security interest created or intended to be created by this Agreement.
Company authorizes Nortel to file one or more financing or continuation statements and amendments
thereto, relating to all or any part of the Products in an Order without signature of the Company where
permitted by law. A carbon, photographic or other reproduction of this Agreement or of any financing statement
covering the Products or any part thereof shall be sufficient as a financing statement and may be filed as a
financing statement.
Company shall not sell, lease or otherwise transfer the Products or any portion thereof, except to
Company Affiliates only, or allow any liens or encumbrances to attach to such Products or any portion thereof
prior to payment in full of the Total Fee. Company Affiliates shall not sell, lease or otherwise transfer the
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 of the Total Fee.
5.6.1 Company shall provide Nortel or its subcontractors with access to its Installation Sites or
other Company facilities during the times specified by Nortel and as are reasonably necessary for Nortel to
perform its obligations hereunder. Nortel shall comply with Company's reasonable site and security regulations
of which Nortel is informed by Company.
5.6.2 All sites at which the Products shall be delivered or installed shall be prepared by Company
in accordance with Nortel's standards, including, without limitation, environmental requirements. Prior to
and during installation, Company shall ensure the timely and adequate delivery, installation and functioning
of the electrical and communications connections and other environmental requirements, including but not
limited to, HVAC systems, specified in Nortel's instructions, Specifications, Documentation or in a Product
Annex.
5.6.3 Company shall provide reasonable working space and facilities, including heat, light,
ventilation, telephones, electrical current, waste removal and other necessary utilities, for use by Nortel
personnel performing installation or other Services, and adequate secure storage space, if required by Nortel,
for Products and materials. Company shall also provide adequate security against theft, damage or other loss
for the Products while on Company's Installation Site or other delivery location specified by Company.
5.6.4 Company shall obtain all necessary governmental permits applicable to Company 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. Any information which Nortel reasonably
requests from Company and which is necessary for Nortel to properly install or maintain the Products shall be
provided by Company to Nortel in a timely fashion and in a form reasonably specified by Nortel.
ARTICLE 6. TESTING, TURNOVER AND ACCEPTANCE
6.1If installation Services are ordered by Company, Nortel shall, upon completion of such installation, test
the Product in accordance with Nortel's Turnover procedures to verify that such Products function
substantially in accordance with the applicable Specifications. Upon completion of such verification, Nortel
shall provide to Company a written notice of Turnover. Company shall be permitted an opportunity to have an
appropriately qualified individual in attendance to observe the performance of such tests, however, the
absence of such Company individual for any reason shall not invalidate the tests nor be a reason for Company
to withhold Acceptance.
6.2 Within ten (10) business days after the Turnover Date, Company shall either accept the
Product in writing by execution of a notice of Acceptance, or notify Nortel in writing, specifying in
reasonable detail those particulars in which, in Company's opinion, the Product is not in material
conformance with the Specifications. If Acceptance does not occur within such ten (10) days after the
Turnover Date and Company has not indicated to Nortel in writing its basis for not accepting such Product,
then Acceptance shall be deemed to have occurred.
6.3 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 perform substantially in accordance with the applicable Specifications. Company shall be deemed to
have accepted the Products based upon such tests and Acceptance shall be deemed to have occurred upon the
Ship Date. In the event that Company or any other entity intends to perform installation of Products, (except
for installation of Products which are not permitted to be installed other than by Nortel, as specified in
the applicable Product Annex or Documentation) Company or such entity may be required to complete
prerequisite training or certification prior to Company being allowed to install such Product.
6.4 In the event that Company is utilizing any Product in a revenue-generating capacity,
Acceptance shall be deemed to have occurred without limitation or restriction, upon the date of placement of
such Product into revenue-generating service.
6.5 Products, such as Merchandise, which are purchased separately from a System, shall be deemed
accepted upon the Ship Date. Services which are purchased separately from a Product shall be deemed to be
accepted upon completion of such Services or upon specific milestones as may be identified in a Product
Annex.
6.6 Company shall not unreasonably withhold Acceptance. Nortel shall correct any deficiencies
identified by Company in the manner described in this Article whereby such Products do not materially conform
to the Specifications. When Nortel has corrected such deficiencies, Company shall accept the Products in
writing. Company's failure to either accept or provide notice of non-conformance within the timeframe from
the Turnover Date, as prescribed in Section 6.2, shall constitute Acceptance of the Products.
6.7 Following Acceptance of Products, Company shall execute Nortel's Acceptance notice,
confirming Acceptance without any conditions, restrictions, or limitations of any nature whatsoever.
6.8 Acceptance shall not be withheld or postponed due to:
(i) Deficiencies of such Products resulting from causes not attributable to Nortel, such
as, but not limited to (a) material change or inaccuracy of Customer Information, (b)
inadequacy or deficiencies of any materials, information, facilities or services provided
directly or indirectly by Company and tested in conjunction with the applicable Products, or
spurious outputs from adjacent material, or (c) other conditions external to the Products
which are beyond the limits specified by Nortel in the Specifications for the Products; or
(ii) Minor deficiencies or shortages with respect to such Products which are attributable
to Nortel, but of a nature that do not prevent operation of the Products in revenue
generating service.
6.9 With respect to any deficiencies of the type described in Section 6.8(i), Nortel shall at
Company's request and expense assist Company in the elimination or minimization of any such deficiencies.
With respect to any deficiencies or shortages as described in Section 6.8(ii), Nortel shall, at Nortel's
expense, correct any such deficiencies or shortages within thirty (30) days of the date of Acceptance or as
otherwise agreed by the parties.
6.10 In the event that Company notifies Nortel of non-acceptance of a Product and Nortel
personnel travel to the Installation Site to remedy such non-acceptance and determine that non-acceptance is
due to a deficiency of the type described in Section 6.8(i), Nortel will invoice Company for Nortel's
investigation of the matter, consisting of the standard labor rate for Nortel's personnel who travel to the
Installation Site and the reasonable travel and living expenses incurred by such personnel.
ARTICLE 7. ORDER CANCELLATION
7.1If, prior to the Ship Date, Company cancels all or any part of an Order, Company shall pay to Nortel a
cancellation charge for the Products or each item of Third Party Hardware or Third Party Software that has
been canceled in accordance with the schedule set forth in the applicable Product Annex.
7.2Orders for Products that have been shipped may not be canceled. Furthermore, Orders for Products which
Nortel customizes in accordance with a specific Company request may not be canceled.
ARTICLE 8. WARRANTY
8.1 Nortel warrants that for a period of twelve (12) months from the Ship Date of a System, the Hardware
contained in such System under normal use and service will be free from defective material and faulty
workmanship and shall comply with the applicable Specifications. The warranty period for Merchandise shall be
ninety (90) days from the Ship Date of such Merchandise. The foregoing warranties shall not apply to items
normally consumed during operation of a System such as, but not limited to, lamps and fuses.
8.2 Nortel warrants that any installation Services performed by Nortel with respect to a System will be free
from defects in workmanship for a period of twelve (12) months from the completion date of such Services.
8.3 Nortel warrants that any Licensed Software shall function during the warranty period of the Hardware with
respect to which such Licensed Software is furnished without any material, service-affecting, non-conformance
to the applicable Specifications. Licensed Software that is delivered separately from Hardware is warranted
for a period of twelve (12) months from the applicable Ship Date. If the Licensed Software fails to so
function, Company's exclusive remedy and Nortel's sole obligation under this warranty is for Nortel to
correct such failure through, at Nortel's option, the replacement or modification of the Licensed Software or
such other actions as Nortel reasonably determines to be appropriate, all within a reasonable time having
regard to all of the circumstances and failing which the parties agree to negotiate a commercially reasonable
solution. Any modification to the Software not performed by Nortel, other than with respect to Modifiable
Software, shall void this warranty.
8.4 If Hardware is not free from defects in material or workmanship and fails to comply with the
applicable Specifications during the warranty period, Nortel will repair, replace or modify at its sole
option the defective Hardware so that it substantially complies with the applicable Specifications. The
warranty service shall be performed at the Installation Site or Nortel's facility as determined by Nortel. If
Nortel is unable to repair or modify the defective Hardware within a reasonable period of time so that such
Hardware conforms to the applicable Specifications, Nortel shall replace the defective Hardware with Hardware
that conforms to such Specifications. Replacement Hardware may be new or reconditioned at Nortel's option.
Nortel's sole obligation and Company's exclusive remedy under the warranty provisions of this Article with
respect to Hardware and installation Services shall be limited to repair, modification or replacement of the
defective Hardware or correction of the defective installation Services.
8.5 Notwithstanding the foregoing, the warranty period of Hardware which has been subject to
repair or replacement by Nortel shall commence upon the Ship Date of the repaired or replacement Hardware to
Company and shall expire on the later of ninety (90) days or the last day of the original warranty period
with respect to the Hardware which was repaired or replaced. The warranty period of Licensed Software which
has been corrected, due to a material, service-affecting non-conformance found in such Licensed Software,
shall expire on the later of ninety (90) days from the Ship Date of the corrected Licensed Software to
Company or the last day of the original warranty period with respect to such Licensed Software.
8.6 Nortel warrants that its Products shall comply in all material aspects with all applicable
laws and regulations in force in the country of destination known to Nortel, which are in force on the date
of acceptance of the applicable Order therefor, which laws or regulations directly impose obligations upon
any manufacturer, Nortel or, if applicable, installer of such Products. Upon request therefor, Nortel may
implement such changes as are necessary to comply with any applicable law and/or regulation which becomes
effective after the date of acceptance of the applicable Order; provided that the parties have reached mutual
agreement concerning the cost of such changes and which party will bear them.
8.7 The performance by Nortel of any of its obligations described in this Article 8 shall not
extend the applicable warranty period.
8.8 The warranties set forth in this Article shall not apply to any Products where the defect or
non-conformance is due to (i) accident, fire, explosion, power failure, power surge or other power
irregularity, lightning, alteration, abuse, misuse or repair not performed by Nortel; (ii) improper storage;
(iii) failure to comply with all applicable environmental requirements for the Products as specified by
Nortel or any other applicable supplier, such as but not limited to temperature or humidity ranges; (iv)
improper performance of installation, maintenance, operation or other service in connection with the Product,
provided that such service was not performed by Nortel or on Nortel's behalf; (v) use in conjunction with an
incompatible product or a product not purchased under this Agreement; (vi) any error, act or omission by
anyone other than Nortel; or (vii) where written notice of the defect has not been given to Nortel within the
applicable warranty period. The warranties set forth in this Article shall not apply to Third Party Software
or Third Party Hardware, provided however that Nortel shall assign to Company (to the extent of Nortel's
right to do so) the warranty rights granted to Nortel by the appropriate vendor of such Third Party Software
or Third Party Hardware.
8.9 Unless Nortel elects to repair or replace defective Hardware at Company's facility, all
Hardware to be repaired or replaced, whether in or out of warranty, shall be de-installed and packed by
Company in accordance with Nortel's instructions. Nortel shall use reasonable efforts to ship repaired or
replacement Hardware within thirty (30) days of receipt of the defective Hardware. To facilitate the
processing of the defective Hardware returned hereunder, Nortel may ship replacement Hardware prior to Nortel
receiving the defective Hardware. In the event that Company fails to return defective Hardware and Nortel
has shipped such replacement Hardware, Nortel shall invoice Company at Nortel's applicable then-current
prices for such replacement Hardware, thirty (30) days after the Ship Date of such replacement Hardware. If
mutually agreed, Nortel will make repairs on-site at Nortel's then-current charge for such repairs.
8.10 If the Hardware returned to Nortel pursuant to Section 8.9 is determined by Nortel to be
beyond repair and is outside the warranty period, Nortel shall notify Company and if requested Nortel shall
sell Company replacement Hardware at Nortel's then-current prices for such replacement Hardware.
8.11 Company shall bear risk of loss or damage and shall pay for all transportation charges for
Hardware returned to Nortel and Nortel shall bear risk of loss or damage and pay for transportation charges
for repaired or replacement Hardware shipped to Company. Title to repaired Hardware shall pass to Nortel
upon receipt. Title to replacement Hardware shall pass to Company upon receipt.
8.12 Nortel and Nortel's vendors of Third Party Hardware and Third Party Software, as
appropriate, shall not have any responsibility to Customers for warranties offered by Company to such
Customers and Company hereby indemnifies and holds harmless Nortel and Nortel's vendors, as appropriate, from
any claims, damages or liabilities arising out of, or relating to, any warranties offered by Company to such
Customers.
8.13 THE WARRANTIES, CONDITIONS AND REMEDIES SET FORTH HEREIN CONSTITUTE THE ONLY WARRANTIES,
OBLIGATIONS OR CONDITIONS OF NORTEL WITH RESPECT TO THE PRODUCTS AND SERVICES AND ARE COMPANY'S SOLE AND
EXCLUSIVE REMEDIES IN THE EVENT THAT SUCH WARRANTIES OR CONDITIONS ARE BREACHED. THEY ARE IN LIEU OF ALL
OTHER WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NORTEL SHALL NOT BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST
REVENUES OR PROFITS OR OTHER ECONOMIC LOSS, OF ANY NATURE WHATSOEVER ARISING OUT OF NORTEL'S BREACH OF
WARRANTY OR CONDITION.
ARTICLE 9. NORTEL'S ADDITIONAL OBLIGATIONS
9.1 Nortel shall make training available to representatives of Company with respect to the operation,
configuration, installation, service, maintenance and support of the Products at Nortel's then current prices
and at Nortel's facilities, subject to course and class availability. The training provided under this
Section 9.1 may be provided within the U.S. or at an offshore location, at Nortel's discretion. Nortel shall
provide Company with a certain number of student training days ("Training Credits"), as set forth in the
Product Annexes, to be used by Company in any of Nortel's training courses related to the Products that
Company has purchased. The Training Credits for each Product may only be used in connection with such
Product and must be used within one (1) year from the date such Training Credits were earned, after which
such Training Credits will be forfeited by Company.
9.2 Upon request, Nortel shall provide Company with copies of its then current training
catalogue. Company shall provide Nortel with a reasonable number of names and addresses of people to whom
this catalogue should be sent. Upon the request of Company, Nortel shall provide to Company such additional
training as Company requests, at a time and place mutually agreed upon and at the prices to be quoted for
such training. The cancellation fees set forth in the training catalogues shall apply.
9.3 Nortel shall include its standard Documentation package, if any, with each shipment of
Products. Nortel shall make the Documentation available on its choice of media, which may include CD-ROM or
other electronic media. Nortel shall provide Company with any other Documentation that is ordered at its
then-current prices therefor. Documentation provided via Nortel's CD-ROM media may be printed and copied and
Documentation provided in paper format may be copied, to the extent such Documentation so provides, and only
to the extent such printing or copying is necessary for the operation and maintenance of the Products to
which the Documentation pertains. However, Company may not press any copies of CD-ROM discs.
9.4 During the term of this Agreement, Company may acquire various support Services from Nortel
in connection with the Products that Company acquires from Nortel under this Agreement. These Services
include, but are not limited to the following: technical assistance Services, installation Services, Hardware
maintenance Services, software maintenance Services and parts repair and replacement Services. Certain
support Services that Company may are described in Exhibit B, the Master Services Agreement, which is attached
hereto and incorporated herein. The fees for such support Services, if ascertained upon execution of this
Agreement are set forth in Exhibit B. Fees for any support Services not described in Exhibit B shall be
provided on an as-quoted basis pursuant to Nortel's applicable terms and conditions.
ARTICLE 10. SOFTWARE LICENSE
10.1 Company 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, Company shall
abide by any additional terms and conditions specified in a Product Annex with respect to any Software
provided by any Third Party Software vendor.
10.2 Upon Company's payment to Nortel of the applicable fees with respect to any Software
furnished to Company pursuant to this Agreement, Nortel hereby grants to Company, subject to the applicable
terms and conditions of this Article 10, a personal, non-exclusive, right and license to use the Object Code
version of the Software furnished to Company only in conjunction with Company's use of the Hardware with
respect to which such Software was furnished for the life of that Hardware as it may be repaired or modified.
Company shall be granted no title or ownership rights to the Software, which rights shall remain in Nortel or
its suppliers.
10.3 As a condition precedent to this license and to the supply of Software by Nortel pursuant to
this Agreement, Nortel requires Company to give proper assurances to Nortel for the protection of the
Software. Accordingly, all Software supplied by Nortel under or in implementation of this Agreement shall be
treated by Company as the exclusive property, and as proprietary and a trade secret, of Nortel and/or its
suppliers, as appropriate, and Company 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 Company's obligations under this license; and f) forthwith return to Nortel, or with Nortel's
consent destroy i) upon termination of the license for any reason or ii) upon receipt of replacement,
modified, or updated Software, any magnetic tape, disc, semiconductor device or other memory device or system
memory and/or Documentation or other material, including, but not limited to all printed material furnished
by Nortel to Company.
10.4 The obligations of Company 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 Company.
10.5 Nortel may issue updates to the Software from time to time, and, upon Company's payment of
applicable right to use fees, if any, shall license such updates to Company. Nortel shall classify such
updates as either: (i) incremental Software upgrades ("ISUs"), designed to correct any nonconformance to the
applicable Software specifications; or (ii) enhancements which will provide additional features or
functionality ("Enhancements").
Updates classified as ISUs by Nortel will be provided at no cost to Company during the warranty
period for such Licensed Software. The right to use fees for ISUs and Enhancements do not include the price
of any associated hardware that may be required to use such ISUs and Enhancements. Updates classified as
Enhancements by Nortel will be made available to Company at Nortel's applicable right to use fees. In the
event that Nortel determines that an update includes both ISUs and Enhancements, such update shall be made
available to Company. If Company elects to receive the update, Nortel shall invoice Company only for the
right to use fees applicable to the Enhancements contained in such update.
10.6 Neither Company nor any successor to Company's title in the applicable Hardware shall have
the right to (i) assign this license as to the applicable Software to any other person who acquires legal
title to such Hardware, or (ii) sublicense the rights herein granted as to such Software to any other person
who subsequently acquires the right to use such Hardware, unless agreed to in writing by both Nortel and
Company. Such consent shall not be unreasonably withheld.
10.7 Company shall indemnify and hold Nortel and its suppliers, as appropriate, harmless from any
loss or damage resulting from a breach of this Article 10. The obligations of Company under this Article 10
shall survive the termination of the Agreement and shall continue if the Software is removed from service.
Non-Licensed Software
10.8 Certain Software delivered by Nortel may include Non-Licensed Software. Non-Licensed
Software includes (i) any Software for which the applicable right-to-use fees have not been paid, and (ii)
Software for which a periodic right to use fee has expired and the applicable additional periodic right to
use fees have not been paid. Company shall submit to Nortel an Order for any Non-Licensed Software that
Company desires to license or renew.
10.9 When Non-Licensed Software is placed into service, the applicable right to use fees shall be
payable. Company shall also have the option to pay the applicable right to use fees for any Non-Licensed
Software upon installation of a Software load containing such Non-Licensed Software.
10.10 To ensure Company's proper activation and/or usage of only the appropriate Software, Company
shall complete the appropriate form designated by Nortel, prior to the activation and/or usage by Company of
any Non-Licensed Software. Company shall identify all Software desired to be activated and/or used
(including the number of lines or other units activated, if applicable) in each System and shall transmit
such form to Nortel.
10.11 Nortel shall promptly review any form submitted pursuant to Section 10.10 and respond in
writing, identifying whether (i) any applicable prerequisite Hardware or Software is required by Company
prior to activation and/or usage of the applicable Software, or (ii) whether the use of such Software
requires Nortel to determine whether the current system configuration will require additional elements, such
as Hardware, other hardware and/or System memory, prior to activation and/or usage; or (iii) whether Company
can use such Software without the addition of any additional Hardware or Software.
10.12 Nortel reserves the right to access by remote polling any site in which Software was
installed to determine which Software has been activated. Such polling shall be done so as not to
unreasonably interfere with Company's use of the Products.
10.13 Nortel shall issue invoices to Company, in addition to those amounts previously invoiced,
for amounts found to be payable as a result of Company's activation and/or usage of any Software which Nortel
determines as a result of the remote polling of a site and for which Company has not previously paid the
appropriate right to use fee.
10.14 The warranty period for Software activated later than the original Ship Date of the Software
load shall be for the same period as such original Software load and shall not be extended to provide for an
additional period of warranty based upon the date individual features or units are activated and/or utilized
by Company or the date Company pays any applicable right to use fees.
10.15 Nortel shall provide the Software support Services specified in Article 9 or in a Services
agreement, provided that Company maintains the Software at Nortel's current Software release level or within
at least two previous Software release levels, or as otherwise specified in the Services agreement.
Modifiable Software
10.16.1 Notwithstanding anything to the contrary above, upon payment to Nortel of the applicable
fees, Nortel hereby grants to Company, subject to the applicable terms and conditions of this Article 10, a
personal, non-transferable, non-assignable and non-exclusive right and license to modify Licensed Software
which Nortel identifies as modifiable in its Documentation solely for the purpose of modifying and creating
Building Blocks and Applications. Upon the modification or creation of any Applications, or the modification
or creation of any Building Blocks, Nortel shall have no obligations with regard to warranty under Article 8
or indemnity under Article 12 for such Applications or Building Blocks.
10.16.2 Nothing contained in Sections 10.16.1 through 10.16.5 shall transfer, or be deemed to
transfer, or contemplate the transfer of, any rights in or to the Software other than those rights
specifically granted herein, and in particular but without restricting the generality of the foregoing,
Nortel does not in any way transfer any right, title or interest in or to the Software or any element
constituting a portion thereof to Company, other than the right of Company to modify or create Building
Blocks and Applications.
10.16.3 For any Building Blocks and Applications created solely by Company, and for all Company-
modified portions of the Nortel-provided Building Blocks with respect to such modified portion only, Company
shall own all forms of intellectual property rights (including but not limited to patent, trade secret,
copyright and mask rights) pertaining to such Applications, Building Blocks or portions thereof and shall
have the right to file for or otherwise secure and protect such rights. For all such Company created
Applications or Building Blocks, or modified portions of Building Blocks, the parties shall, on a case by
case basis, negotiate in good faith to determine whether Company may desire to license any such Applications
or Building Blocks to Nortel.
10.16.4 For any Application created solely by Nortel and for the Nortel- provided Building Blocks,
Nortel shall own all forms of intellectual property rights (including but not limited to patent, trade
secret, copyright and mask rights) pertaining to such Applications or Building Blocks and shall have the
right to file for or otherwise secure and protect such rights. For all such Nortel Applications or Building
Blocks, Company may license any such additional Nortel Products upon Nortel making such software generally
available to its customers.
10.16.5 In the event that Company and Nortel intend to jointly create Applications or Building
Blocks, the parties shall mutually agree as to applicable terms and conditions.
Services Software
10.17.1 With respect to Services Software, Company shall: i) utilize such Services Software and the
results thereof solely for the purposes described in Section 1.27; and ii) comply with additional terms, if
any, applicable to such Services Software as specified in a Product Annex. Nortel may, at any time and
without liability or obligation to Company, modify the Services Software, any computer equipment of Nortel or
its suppliers used in connection with such Services Software, and identification codes, manuals or other
information or Documentation used in connection with the Services Software.
10.17.2 SERVICES SOFTWARE IS PROVIDED AS IS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. NORTEL DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED
BY USING SERVICES SOFTWARE. COMPANY ASSUMES SOLE RESPONSIBILITY FOR THE SELECTION OF THE SERVICES SOFTWARE
TO ACHIEVE COMPANY'S INTENDED RESULTS, AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SERVICES
SOFTWARE. IN NO EVENT SHALL NORTEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS OR OTHER ECONOMIC LOSS OF ANY
NATURE WHATSOEVER ARISING OUT OF COMPANY'S USE OF SERVICES SOFTWARE.
ARTICLE 11. HOMOLOGATION AND
CERTIFICATION
11.1 Nortel hereby warrants that it will comply with the homologation requirements for a Product, unless
otherwise specified in a Product Annex, in each of the countries set forth on Exhibit E.
11.2 In the event that Nortel or a Nortel Affiliate has complied or complies in the future with the
homologation requirements for a Product in any country not set forth on Exhibit E, Nortel shall, to the
extent of its legal right to do so, grant Company the right to use the results of such homologation. Any
costs arising from such grant shall be subject to agreement by the parties prior to such grant being made.
ARTICLE 12. LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE
AND PATENT INFRINGEMENT
12.1 A party hereto shall defend the other party against any suit, claim, or proceeding brought against the
other party for direct damages due to bodily 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.
12.2 Nortel shall defend Company against any suit, claim or proceeding brought against Company
alleging that the sale to, or use by Company of, any Products, excluding Third Party Hardware or Third Party
Software, furnished hereunder infringes any patent ("Infringement Claim"). Nortel shall pay all litigation
costs, reasonable attorney's fees, settlement payments and damages awarded or resulting from any such suit,
claim or proceeding. With respect to Third Party Hardware or Third Party Software, Nortel shall assign any
rights with respect to infringement of patents granted to Nortel by the supplier of such items to the extent
of Nortel's right to do so.
12.3 Nortel's cumulative liability, pursuant to this Article 12 and including its costs and
expenses incurred in satisfying its obligations set forth below, shall not exceed one hundred percent (100%)
of the purchase price of the Product giving rise to the Infringement Claim.
12.4 Nortel shall not be liable and Company shall indemnify Nortel for any costs incurred by
Nortel or liabilities of Nortel arising under this Article in excess of the amounts so stated above.
12.5 Nortel shall have no liability, in respect of any Infringement Claim based on the use of a
Product in the event that such Product: (a) is manufactured, designed or supplied by Nortel in accordance
with any design or any special instruction furnished by Company, (b) is used by Company in a manner or for a
purpose not contemplated by this Agreement, (c) is used by Company in combination with other products not
provided by Nortel, including, without limitation, any software developed solely by Company through the
permitted use of Products furnished hereunder, provided that the Infringement Claim arises from such
combination or the use thereof, (d) is modified by Company where such modification is not authorized by
Nortel, or (e) is used or located by Company in a location other than the location in which and for which it
was supplied by Nortel. In the excepted cases stated above, Company 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 12.5.
12.6 Nortel shall not be liable for, and Company shall indemnify Nortel in respect of, any
damages awarded based on Company's willful, knowing or deliberate infringement of a patent, copyright, trade
secret, trademark or other proprietary right where such infringement results in a pecuniary damage award.
12.7 Nortel may provide Company with notice of an actual or potential Infringement Claim. Nortel
shall consult with Company regarding the Infringement Claim and the course of action to be pursued as a
result thereof. In the event that the parties fail to agree on a satisfactory course of action for dealing
with the matter, Company may either:
return to Nortel the affected portion of the Product(s) in return for a refund of the
depreciated value (as carried on the books of Company) of the Product(s) so
returned; or
(ii) continue to use the Product(s) at Company's own risk.
12.8 Nortel shall not be liable for, and Company shall indemnify Nortel in respect of any
Infringement Claim(s) where Nortel has provided notice to Company of the Infringement Claim(s) and Company
elects to continue its use of the Product(s) covered by the Infringement Claim.
12.9 If as a result of an Infringement Claim, other than those contemplated above, an injunction
is obtained against Company's use of any Product, Nortel shall, at Nortel's option:
(i) procure for Company the right to continue using the alleged infringing
Product(s);
(ii) replace or modify the same with equivalent or better Product(s) so that
Company's use is non-infringing; or
(iii) accept return of the affected portion of the Product(s) and refund to
Company the depreciated value (as carried on the books of Company) of the Product(s)
so returned.
12.10 The defense of any claim which is predominantly covered by the provisions of this Agreement
shall be controlled by the party upon whom the majority of the ultimate liability is likely to be imposed.
Such controlling party shall give the other party a reasonable opportunity to participate in negotiation or
defense of the claim so that such other Party may reasonably protect its own interests. Neither Party shall
be liable for any settlement obligation incurred without its written consent.
12.11 Company shall waive any and all claims that Company may have against Nortel that Company may
have due to any use by Company of Modifiable Software and any modification Company may have made to a Product
as a result of such use. Further, Company shall be responsible for any additional hardware, software or
services required as a result of such use.
12.12 THE REMEDIES SET FORTH IN THIS ARTICLE 12 ESTABLISH THE ENTIRE OBLIGATION OF THE PARTIES IN
REGARD TO CLAIMS RELATING TO INTELLECTUAL PROPERTY RIGHTS INCLUDING CLAIMS DIRECTED TO THE INFRINGEMENT OF
PATENTS, COPYRIGHT, TRADE SECRETS AND OTHER PROPRIETARY RIGHTS. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, PROFITS OR OTHER
ECONOMIC LOSSES, ARISING FROM SUCH INFRINGEMENTS AND/OR OTHER MATTERS, OTHER THAN AS SPECIFICALLY SET FORTH
HEREIN.
ARTICLE 13.REMEDIES AND LIMITATION OF LIABILITY
13.1 Nortel shall have the right to suspend its performance, upon written notice to Company, and forthwith
remove and take possession of all Products that shall have been delivered to Company, if, prior to payment to
Nortel of any amounts due pursuant to this Agreement with respect to such Products, Company 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 sixty (60) 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 sixty (60) days of such commencement.
13.2 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 limited in this Agreement.
13.3 Nothing contained in Section 13.2 or elsewhere in this Agreement shall make Nortel liable
for any indirect, incidental, punitive, special or consequential damages of any nature whatsoever for any
breach of this Agreement whether the claims for such damages arise in tort (including negligence regardless
of degree of fault), contract, or otherwise.
13.4 Nortel shall not be liable for any additional costs, expenses, losses or damages resulting
from errors, acts or omissions of Company, including, but not limited to, inaccuracy, incompleteness or
untimeliness in the provision of information by Company to Nortel or fulfillment by Company of any of its
obligations under this Agreement. Company shall pay Nortel the amount of any such costs, expenses, losses or
damage incurred by Nortel.
13.5 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, except any
action for nonpayment by Company of any prices, charges, fees or other amounts payable hereunder may be
brought by Nortel at any time permitted by applicable law, and Nortel may suspend performance of any of its
obligations hereunder until all such payments are made.
ARTICLE 14. TERM AND TERMINATION
14.1 This Agreement will be in effect from the Effective Date for a period of eighteen (18) months (the
"Original Term"). Thereafter, this Agreement shall automatically renew for one (1) year terms (each, a
"Renewal Period" and collectively and together with the Initial Term, the "Term"), unless either party
provides the other party with written notice of its intent not to renew at least sixty (60) days prior to the
end of the Original Term or any Renewal Period.
14.2 Either party may delay performance under this Agreement or terminate this Agreement, in
whole or in part, in the event of a default by the other, provided that the non-defaulting party so advises
the defaulting party in writing of the event of alleged default and the defaulting party does not remedy the
alleged default within thirty (30) days after written notice thereof. If the alleged default is not capable
of being remedied within thirty (30) days, the defaulting party must commence to remedy the alleged default
within such thirty (30) day period and provide to the non-defaulting party a plan for timely remedying the
alleged default in order to avoid termination. A default shall include:
(i) a party's insolvency or initiation of bankruptcy or receivership proceedings
by or against a party or the execution of an assignment for the benefit of
creditors; or
either party's material breach of any of the terms or conditions hereof including the
failure to make any payment when due.
14.3 The expiration or termination of this Agreement for any cause shall not release either party
from:
any obligations and duties remaining under any Order entered into prior to such expiration
or termination;
any liability which at the time of termination has already accrued to the other party, or,
which thereafter may accrue in respect to any event prior to termination; or
any liability from any obligation specified in Section 16.18 below to survive expiration or
termination.
ARTICLE 15. CONFIDENTIALITY
15.1 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 a Company Affiliate or a Nortel Affiliate, as applicable,
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.
15.2 Company shall take reasonable care to use Nortel's Confidential Information only for study,
operating, or maintenance purposes in connection with Company's use of Products furnished by Nortel pursuant
to this Agreement.
15.3 Notwithstanding the foregoing, either party shall be free to use that portion of the
Confidential Information which may be retained in intangible form by those employees who have had access to
the Confidential Information, for any purpose, including use in the development, manufacture, marketing and
maintenance of its products and service. The marketing of any product or service, including the dissemination
of supporting documentation, which inherently discloses the disclosing party's Confidential Information shall
not be deemed a breach by the recipient of such obligations; provided however, that ownership of the
Confidential Information and all intellectual property rights to such Confidential Information remain with
the disclosing party.
15.4 The obligations of either party pursuant to this Article 15 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 and without confidential obligations 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
and without similar confidentiality obligations, is independently developed by recipient, or is required to
be disclosed by process of law, provided that the recipient shall notify the disclosing party promptly of any
such subpoena or other process of law requiring disclosure.
ARTICLE 16. MISCELLANEOUS
16.1 Publicity - A party shall not release any advertising or other publicity relating to this Agreement or
the contents hereof wherein such other party may reasonably be identified without the prior written approval
of the other party. 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 five
(5) years thereafter, except as may be otherwise expressly provided in this Agreement or as may be reasonably
required to enforce this Agreement by law.
16.2 Applicable Law - The validity, construction and performance of this Agreement shall be
governed by and interpreted in accordance with the laws of the State of New York, without giving effect to
the principles of conflict of laws thereof except to the extent that any mandatory provisions of local laws
in any country take precedence over the provisions of this Agreement and New York law. The United Nations
convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
16.3 Effects of Headings - 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.
16.4.1 Assignment - Other than as explicitly stated below, 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. A change in control of Company shall be deemed an assignment
hereunder. A change in control shall occur if ownership or control of more than fifty percent (50%) of the
shares of the Company entitled to elect the board of directors changes during the term of this Agreement.
Company's consent shall not be required for any assignment or transfer by Nortel (a) to any Nortel Affiliate
of all or any part of this Agreement or of Nortel's rights hereunder, or (b) to any third party of Nortel's
right to receive any monies ("Receivables") which may become due to Nortel pursuant to this Agreement.
16.4.2 Company hereby consents to the sale of Receivables by Nortel without the necessity for any
further notice and without any qualification on such consent. Company grants permission for Nortel to
disclose the provisions of this Agreement to Companies and prospective Companies of Receivables, or their
affiliates and others with a present or prospective financial interest in such Receivables, and their
respective agents, attorneys, auditors, rating agencies and other advisors.
16.5 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.
16.6 Non-Waiver - The failure by either party hereto at any time to require performance by the
other party or to claim a breach of any provision of this Agreement shall not be construed as affecting any
subsequent breach or the right to require the performance with respect thereto or to claim a breach with
respect thereto.
16.7 Relationship of the Parties - The provisions of this Agreement shall not be construed to
establish any form of partnership, agency or other joint venture of any kind between Nortel and Company, nor
to constitute either party as the agent, employee or legal representative of the other. All persons
furnished by either party to accomplish the intent of this Agreement shall be considered solely as the
furnishing party's employees or agents and the furnishing party shall be solely responsible for compliance
with respect to its employees with all laws, rules and regulations involving, but not limited to, employment
of labor, hours of labor, working conditions, workers' compensation, payment of wages, and withholding and
payment of applicable taxes, including, but not limited to income taxes, unemployment taxes, and social
security taxes.
16.8 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, fire, explosion, acts of God, war, revolution, civil commotion, unavailability
of supplies or sources of energy, power failure, breakdown of machinery, delays regarding zoning, easements
or deed restrictions, any legal proceedings between parties unrelated to the parties hereto 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.
16.9 Taxes - Company shall at Nortel's direction promptly reimburse Nortel or pay directly to the
applicable government or taxing authority all taxes and charges arising hereunder, including, without
limitation, penalties and interest, except for taxes computed upon the net income of Nortel. If Company
provides Nortel with a certificate of exemption for the applicable taxes, then Nortel shall not invoice
Company for such taxes.
16.10.1 Hazardous Materials - Prior to issuing any Order for Services to be performed at Company's
facilities, Company 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.
16.10.2 If Company breaches its obligations pursuant to Section 16.10.1, (a) Nortel may discontinue
the performance of the applicable Services until all the Hazardous Materials have been removed or abated to
Nortel's satisfaction by Company at Company's sole expense, and (b) Company shall defend, indemnify and hold
Nortel harmless from any and all damages, claims, losses, liabilities and expenses, including without
limitation, attorney's fees, which arise out of Company's breach of such obligations.
16.11 Notice - All notices required or permitted to be given hereunder shall be in writing and
shall be deemed given when delivered (i) by hand, or (ii) by facsimile, transmission (confirming the same by
mail) or (iii) by certified or next-day mail addressed as follows:
If to Company:
WorldPort Communications, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxx 00000
XXX
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
If to Nortel:
Northern Telecom Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxx 00000-0000
XXX
Attention: Vice President and General Manager
Facsimile: 000-000-0000
Either party hereto may change its address by a notice given to the other party hereto in the manner set
forth above.
16.12 Information and Documentation - Company shall provide any information and/or documentation
that Nortel reasonably requests from Company and that is necessary for Nortel to properly perform any of its
obligations hereunder. Such information shall be provided in a form reasonably specified by Nortel by the
dates specified by Nortel.
16.13.1 Export - Company shall not export any Products or technical data received from Nortel
pursuant to this Agreement, or release any such Products or technical data with the knowledge or intent that
such Products or technical data will be exported or transmitted to any country or to foreign nationals of any
country, except in accordance with applicable laws or regulations concerning the exporting of such items
arising in the U.S., Canada or other such jurisdiction affecting the Products, and with written consent of
Nortel. Company shall obtain all authorizations from the appropriate government in accordance with
applicable law prior to exporting or transmitting any such Products or technical data. Nortel will provide
such assistance as Company reasonably requests to obtain such authorizations.
16.13.2 Nortel acknowledges that the transfer of Systems or components thereof, and associated
documentation outside of Canada or the United States may be subject to the specific approval of the
applicable Software suppliers and other suppliers. All such approvals, if applicable, shall be conditions
precedent to any of the obligations of Nortel hereunder respecting such Systems or component thereof and
associated documentation. To the extent any such conditions exist, they shall be listed in the applicable
Product Annex.
16.14 Severability - If any provision of this Agreement is declared or determined to be invalid or
unenforceable under applicable law, the remaining provisions shall continue in full force and effect and the
parties shall substitute for the invalid provision a valid provision which most closely approximates the
economic effect and intent of the invalid provision.
16.15 Modification of Agreement - No addition to or modification of this Agreement shall be
effective or binding on either of the parties hereto unless reduced to writing and executed by the respective
duly authorized representatives of each of the parties hereto.
16.16 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 Company, 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.
16.17 Entire Agreement - This Agreement, including the Exhibits and Annexes which are attached
hereto and incorporated herein, comprises all the terms, conditions and agreements of the parties hereto with
respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, publications and understandings of any nature whatsoever. No Exhibits or Annexes modified or
created subsequent to the execution of this Agreement shall be deemed to be incorporated into this Agreement
unless mutually agreed in a writing and executed by a duly authorized representative of each party. Company
hereby acknowledges and agrees that it has not relied on any representations or warranties other than those
expressly set forth in this Agreement.
16.18 Survivorship - Any terms of this Agreement which by their nature are intended to survive
including, but not limited to, Articles 8, 10, 12, 13, 15 and 16 and Sections 4.5, 9.3, 10.15, and 14.3 shall
survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement.
NORTHERN TELECOM INC. WORLDPORT COMMUNICATIONS, INC.
By: ______________________________ By: _____________________________
Name: ______________________________ Name:___________________________
Title: ______________________________ Title:____________________________
Date: ______________________________ Date:___________________________
EXHIBIT A
PRODUCT ANNEXES
EXHIBIT A
PRODUCT ANNEX A.1
CARRIER NETWORKS PRODUCTS
The supplemental terms and conditions provided below take precedence over any conflicting terms and
conditions specified, in the Sections noted below or elsewhere, in the Agreement as such terms and conditions
apply to the Carrier Networks Products.
Article 2, Scope of Agreement
With regard to the subject of Scope of Agreement, the following shall apply:
1. During the Term, Company commits to purchase no less than (i) [*] DMS-GSP Initial Switching
Systems, as described in Attachment 1, Part I, Section I 1.0, Attachment 2, Part I, Section I 1.0 and
Attachment 3, Part I, Section I 1.0 (each, a "DMS-GSP"), and (ii) [*] of Product described in
Attachments 1, 2 and 3 and other Nortel products as added to this Agreement by subsequent amendments, for
delivery and installation in Company's facilities to be designated by Company in its Order (the
"Commitment"). Company shall pay the prices, charges and fees for such DMS-GSPs in accordance with
Article 4 of the Agreement.
2. In the event that Company does not satisfy the Commitment set forth in Section 1 of this Product Annex A.1,
upon the expiration of the Term, Nortel shall invoice Company for, and Company shall pay to Nortel, an
amount equal to the price difference obtained by subtracting: (i) the total prices paid by Company for
all Products purchased by Company during the Term, excluding any and all Orders cancelled pursuant to
Article 7 of the Agreement during the Term, from (ii) [*] . Company shall pay to
Nortel the entire invoiced amount within thirty (30) days after the date of invoice.
3. From time to time during the Term, Company may license any of the DMS-GSP Optional Software listed in
Attachment 1, Part IV ("Optional Software"). In the event that Company includes an Order for Optional
Software with Company's Order for a DMS-GSP, Company shall receive a [*] discount off the
licensing fees for such Optional Software as set forth in Attachment 1, Part IV. For all other Optional
Software Orders issued by Company during the Term, Company shall receive a [*] discount off the
licensing fees set forth in Attachment 1, Part IV.
4. From time to time during the Term, Company may issue an Order for no more than [*]
generic Software upgrades per each DMS-GSP purchased by Company under this Product Annex A.1 (the
"Software Upgrade"). Each Software Upgrade shall be within two (2) previous Software releases of
Nortel's then current Software load for each DMS-GSP. Company shall be responsible for payment of the
purchase price for any gating Hardware required for Software feature functionality of the Software
Upgrade. Nortel shall issue an invoice to Company for the price of any gating Hardware that is required
for Software feature functionality of the Software Upgrade, and Company shall pay to Nortel the entire
invoiced amount within thirty (30) days after the date of invoice. Company may elect to issue an Order
for each Software Upgrade upon the Acceptance date of Company's initial DMS-GSP purchased under this
Product Annex A.1. In the event that Company has not issued an Order for delivery and installation of a
Software Upgrade prior to the expiration of the Term, Company shall forfeit any and all remaining
Software Upgrades.
5.0 From time to time during the Term, Company may purchase any DMS-GSP Extension Ports, as described in
Attachment 1, Part II, Section II 1.0 ("Extension Ports"), for delivery and installation in Company's
facilities to be designated by Company in its Order. Company shall pay the prices, charges and fees
for such Extension Ports in accordance with Article 4 of the Agreement.
6.0 Exclusive Purchases - In consideration of Nortel's pricing of its Products and Services as set forth
and described in this Product Annex, and in order to ensure that Nortel's warranty and other support
obligations pursuant to the Agreement apply to all telecommunications switching Products installed in
the Company's network, Company shall purchase, during the Term, any and all of its requirements for
telecommunications switching Products and Services that will be used by Company for the same or
similar purposes as the telecommunications switching Products and Services currently produced by or
to be produced by Nortel, including, but not limited to the telecommunications switching Products and
Services set forth in this Product Annex. In the event that Nortel, as a result of a substantial
difference in the purchase price of the telecommunications switching Products and Services, is unable
to provide such telecommunications switching Products and Services to Company, and both parties have
made a good faith effort to negotiate a resolution, Nortel will consent to Company's purchase of
substitute products from other vendors.
7.0 In the event that Company purchases telecommunications switching Products and/or Services from
another vendor in violation of this section, Nortel may change the purchase price(s) and/or warranty
terms of its telecommunications switching Products and Services, which are set forth in this Product
Annex, for any purchases that occur after Company violates the exclusivity provision of this section.
Article 2, Section 2.3
With regard to the subject of forecasts, the following shall apply:
Company shall submit a non-binding forecast to Nortel, in accordance with Section 2.3 of the
Agreement.
Article 4, Section 4.4
With regard to the subject of invoicing for Products and Services, the following modified terms shall apply:
For all Orders, Nortel shall invoice Company for Products and Services as follows, unless otherwise
agreed to in writing:
(i) for Systems, whether or not installation has been ordered from Nortel, eighty
percent (80%) of the price of the Products on the Ship Date and twenty percent (20%) of the
price of the Products on the Acceptance date, and one hundred percent (100%) of the price of
any Services upon the date of completion of such Services, except with respect to
installation Services, if any, which shall be invoiced one hundred percent (100%) upon
Turnover;
Article 4, Section 4.6
With regard to the subject of price changes, the following shall apply:
The parties agree that the price and configuration for a DMS-GSP as set forth in Part I, Section I
1.2 of Attachment 1 to Exhibit A, Product Annex A.1 may vary depending upon the in-country
specifications required by the governmental authorities of such country (the "In-County Specifics").
Such variations may include, but are not limited to, the signaling specifications and Software
features required by a governmental authority; additional hardware and Software prices, fees and
charges; and travel, living and labor expenses and charges. Nortel shall indicate upon each affected
invoice to Company any such price change(s) as are necessitated by and charged to Company as a result
of In-Country Specifics.
Article 4, Section 4.7
With regard to the subject of prices, the following shall apply:
The parties agree that the prices, charges and fees provided in Attachments 1, 2 and 3 are the
prices, charges and fees for Products to be delivered and installed in the respective countries
specified therein. In the event that Company desires prices, charges and fees for Products to be
delivered and installed in a country not provided for in Attachments 1, 2 or 3, Company shall submit
a written request to Nortel for a budgetary or firm Quotation pursuant to the procedures set forth in
Article 3.6.
Article 5, Section 5.1
With regard to the subject of rescheduling of an Order, the following shall apply:
Sixty (60) days notice must be provided to Nortel prior to the scheduled Ship Date.
Article 6, Section 6.3
With regard to the subject of Company performing installation of any of the Carrier Networks Products, the
following shall apply:
Company shall not have the right to perform installation Services.
Article 7, Section 7.1
With regard to the subject of Company's cancellation of an Order, the following shall apply:
In the event that Company cancels all or part of an Order, Company shall pay to Nortel a cancellation
charge for each Product or each item of Third Party Hardware or Third Party Software that has been canceled in
accordance with the following schedule:
- 90 days or more prior to Ship Date 100% of Engineering Charges
- 60-89 days prior to Ship Date 15% of Order amount
- 30-59 days prior to Ship Date 25% of Order amount
- 0-29 days prior to Ship Date 35% of Order amount
Article 8, Section 8.1
With regard to the subject of System Hardware and Merchandise warranty, the following modified terms shall
apply:
Nortel warrants that for a period of thirty six (36) months from the Ship Date of a System, the
Hardware contained in such System under normal use and service will be free from defective material
and faulty workmanship and shall comply with the applicable Specifications. The warranty period for
Merchandise shall be ninety (90) days from the Ship Date of such Merchandise. The foregoing
warranties shall not apply to items normally consumed during operation of a System such as, but not
limited to, lamps and fuses.
Article 8, Section 8.3
With regard to the subject of Software warranty, the following modified terms shall apply:
Nortel warrants that any Licensed Software shall function during the warranty period of the Hardware
with respect to which such Licensed Software is furnished without any material, service-affecting,
non-conformance to the applicable Specifications. Licensed Software that is delivered separately
from Hardware is warranted for a period of thirty six (36) months from the applicable Ship Date. If
the Licensed Software fails to so function, Company's exclusive remedy and Nortel's sole obligation
under this warranty is for Nortel to correct such failure through, at Nortel's option, the
replacement or modification of the Licensed Software or such other actions as Nortel reasonably
determines to be appropriate, all within a reasonable time having regard to all of the circumstances
and failing which the parties agree to negotiate a commercially reasonable solution. Any
modification to the Software not performed by Nortel, other than with respect to Modifiable Software,
shall void this warranty.
Article 9, Section 9.1
With regard to the subject of Training Credits, the following shall apply:
With each DMS-GSP purchased hereunder, Nortel shall provide to Company a total of one hundred (100)
student training days.
Article 10, Section 10.1
With regard to the subject of Third Party Software, the following shall apply:
With regard to the Helmsman documentation, Company shall abide by the terms and conditions specified
in Attachment 4 to this Product Annex A.1, in addition to the terms and conditions of the Agreement.
At the present time, there are no additional terms with regard to Third Party Hardware that must be
observed by Company.
Attachment 1 to Exhibit A, Product Annex A.1
Part I. DMS-GSP Intial System
(DMS-GSP Switching System for U.S.A. only)
Nortel shall engineer the DMS-GSP Initial System provided hereunder in
accordance with Nortel's standard engineering practices and procedures.
After Nortel has engineered each DMS-GSP Initial System ordered by Buyer
hereunder, Nortel shall provide Company with a detailed list of the DMS-GSP
Initial System components.
I1.0 DMS-GSP Initial System (12,480 DS-0 T1/E1 Port Model)
I1.1 DMS-GSP Initial System Includes:
A DMS-GSP Initial System (12,480 DS-0 Port Model) shall consist of the following configuration of
major Equipment and Software:
a) SuperNode front end, 128K Dual Bay Enhanced Network, Link Peripheral Processor and other
common Equipment as follows:
One (1) SuperNode equipped with BRISC-70EM processor with 512 Meg on board memory per
plane and two (2)
SLM III.
One (1) 128K Dual Bay Enhanced Network to support an Initial System wired and equipped for
28,320 ports (30-NT9X40BB, 2-NT9X45BA).
One (1) Link Peripheral Processor (LPP) individually wired and equipped with twenty (20)
Link Interface Units (LIU7s) and two (2) Ethernet Interface Unit (EIUs). (Note: The
LPP has a maximum capacity of thirty-six (36) Application Specific Units (ASUs).
Additional ASUs may be purchased at an additional price
Two (2) ISME frames equipped with service and test circuits as well as two
(2) Enhanced Digital Recorded Announcement Machine
circuit packs each providing a
maximum of four (4) minutes of recordable announcement time.
Two (2) Input Output Equipment (IOE) frames equipped with:
-> One (1) Mag Tape Device
-> Four (4) SCSI Disk Drive Units
-> Three (3) IOC Shelves
-> Four (4) I/O Controllers providing sixteen (16)
switch interface ports
-> Four (4) X.25 Automatic File Transfer circuit packs
Two (2) MIS frames equipped with required inverts and terminal block
assemblies.
One (1) Meridian Cabinet Spare Storage (MCSS) cabinet to house
switch spares.
One (1) Power Distribution Center (PDC) frames equipped with "A" and "B"
feed fuse panels & fuses as required.
Miscellaneous Switch Room Equipment as follows:
-> One (1) Maintenance Administration Positions & no MAP Furniture
-> Two (2) UDS 2440 Modems
-> Two (2) RTIF Terminals
-> One (1) MAP Printers
-> One (1) Helmsman Workstation and CD-ROM documentation disk
-> One (1) Hardcopy of Northern Telecom Practices documentation
b) SuperNode Trunk configurable equipment as follows:
Seven (7) DTEI frames wired for 6,240 DS-0 (T1s) ports equipped with the
following:
-> Five thousand two hundred eighty (5,280) DS-0 SS7 ports
-> Nine hundred sixty (960) DS-0 PRI ports.
-> Two (2) NT6X62AB STR for reorigination per DTC7 peripheral.
-> Two (2) NT6X70AA Continuity Tone Detector for SS7 per DTC7
peripheral.
-> Two (2) NTBX01BA Enhanced ISDN signaling for ISDN functionality
per DTCI peripheral.
Note: None of the T1 ports are equipped NTAX78AA for Dialable Wideband
Service and NT6X50EC for echo cancellation (not compatible with DMS-GSP).
Seven (7) DTEO frames wired for 6,240 DS-0 (E1s) ports equipped with the
following:
-> Six thousand two hundred forty (6,240) DS-0
CCS7 ports
-> Two (2) NT6X70AA Continuity Tone Detector for CCS7 per DTCO7
peripheral.
-> Two (2) NT6X28AC/NTCX50AB circuit packs for echo cancellation
control per DTCO7 peripheral.
Note: None of the E1 ports are equipped with NTBX01BA for ISDN
functionality.
c) DMS-GSP Standard Software Features as set forth in Part III of this Attachment.
d) Nortel's standard compliment of switch spares.
I1.2 DMS-GSP
Initial System (12,480 T1/E1 Port Model) Pricing
The price for each DMS-GSP (12,480 DS-0 Port Model) is [*].
II1.0 Fully Wired and Fully Equipped DTEI Port Extension
II1.1 DTEI Port Extension Fully Wired and Fully Equipped
All prices for DTEI Port Extensions are sold in minimum increments of nine hundred sixty (960)
DS-0 ports, are configured for SS7/PTS or ISDN signaling at Company's request and include the
following:
a) DTEI hardware and XPM+;
b) 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;
c) Any required
128K Dual Bay ENET expansion, MS, or processor memory expansions for
the BRISC70EM processor;
d) Any required Service/Test Circuits;
e) Any ENET software license fee;
f) Any required Power Distribution Center (PDC) Equipment;
g) Spare circuit packs, if required, based on Nortel's standard engineering sparing
guidelines;
h) Engineering, installation, commissioning, program management and freight; and
i) Optional DTEI Equipment as outlined in Section II 1.2 below at defined pricing
levels.
II1.2 DTEI Port Extension Prices
Trunk Type Extension Price
SS7 Trunking Port (DTC7) [*] port
PRI Trunk Port/Long Distance (DTCI) [*] port
II2.0 Fully Wired and Fully Equipped DTCO Port Extension
II2.1 DTEO Port Extension Fully Wired and Fully Equipped
All prices for DTEO Port Extensions are sold in minimum increments of nine hundred sixty (960)
DS-0 ports, are configured for SS7/PTS or ISDN signaling at Company's request and include the
following:
a) DTEO hardware and XPM+;
b) Either UTR, STR, or CTD for DTCOs configured for SS7 or PTS capability, or UTR and
ISDN pre-processor circuit packs configured for ISDN PRI capability;
c) Any required
128K Dual Bay ENET expansion, MS, or processor memory expansions for
the BRISC70EM processor;
d) Any required Service and/or Test Circuits;
e) Any ENET software license fee;
f) Any required Power Distribution Center (PDC) Equipment;
g) Spare circuit packs, if required, based on Nortel's standard engineering sparing
guidelines;
h) Engineering, installation, commissioning, program management and freight; and
i) Optional DTEO Equipment as outlined in Section II 2.2 below at defined pricing
levels.
II2.2 DTEO Port Extension Prices
Trunk Type Extension Price
CSS7 Trunking Port (DTCO) [*] port
PRI Trunk Port/Long Distance (DTCOI) [*] port
III1.0 DMS-GSP Standard Software
Features
III1.1 DMS-GSP Base and Optional Software Features included in the Initial System
Price
The following represents the DMS-GSP GCS00003 Base Software Features that are included in the price
of the
DMS-GSP Initial System (
12,480 Port Model) set forth in Part I, Section I 1.2 or Section I
2.2, above. The following is a list of Software only and does not include any and/or all required
Equipment for feature functionality.
Feature/ Package Description
BASE0001 Base
BASE0009
Supernode Series 70 EM Processor
BASE0011 CO Data Chg. Capture
TEL00001 TEL Telecom Layer
TEL00002 C7 Channelized Access
XXX00000 Xxxxxxx Xxxxxxxxx
XXX00000 000 X0 Xxxxx Xxxx
XXX00000 Multi-Point MTP Code
TEL00006 X0 Xxxx Xxxx. Xxxxxx
XXX00000 X0 Xxxx Xxxxx Xxxxxxx
XXX00000 TEL CCS7 Base
TEL00009 C7 Network Integrity Items
TEL00010 Multiple CCS7 Network Address
ISDN0001 ISDN Platform Supt DMS-250
ISP700001 ISP7 Base ISUP
ISP70002 Hop Counter
GCSB0001 DMS-GCS Base Functional Group
License to the following Optional Software Features will be provided as part of the DMS-GSP Initial
System price set forth in Part I, Section I 1.2 or Section I 2.2, above:
GCSB0002 CLI Screening
GCSB0003 AUTH Screening
GCSB0005 Switch based VPN
GCSB0007 Freephone
GCSB0015 Calling Card
GCSB0016 Account Code Expansion
GCSB0018 EIU for OAM&P
GCSB0019 CLI Screening on Freephone #s
GCSB0020 ISDN CLIP/CLIR
XXXX000 Xxxxxxx Xxxxxxxxx
XXXX000 Echo Control
GTON003 Per country downloadable tones
GSS70006 Per country ISUP/TUP
GSS70002 ANSI ISUP+
GSS70003 ETSI ISUP v1
GPRI0004 Per country PRI
GPRI0002 ANSI PRI
GCAS0003 GCAS per country CAS
TBD
Feature Group D (currently not available
but will be provided upon general availability
V1.0 DMS-GSP Optional Software Features
IV1.1The following represents GCS00003 Optional Software Features that are NOT included in the price
of the
DMS-GSP Initial System (
12,480 Port Model) set forth in Part I, Section I 1.2 or Section I
2.2, above. The following Software represents those feature packages that may be ordered by Company
at an additional price for a DMS-GSP Initial System and does not include any and/or all required
Equipment to provide feature functionality.
GCAS0009 GCAS AC15 [*]
GCAS0011 GCAS CR11 HK CAS
GCAS0012 GCAS CR12 HK CAS
GCAS0010 GCAS DC5
GCIN0001 GCIN GCS Base CS1 SSP
GCIN0003 GCIN EDP 4
GCIN0004 GCIN EDP 5
GCIN0005 GCIN EDP 6
GCIN0006 GCIN EDP 7
GCIN0007 GCIN FCI Billing
GCIN0008 GCIN Internal IP
GCIN0002 GCIN TDP 3
GCSB0001 GCSB GCS Base
GCSB0003 GCSB AUTH Screening
GCSB0002 GCSB CLI Screening
GCSB0015 GCSB Calling Card
GCSB0007 GCSB GCSB Freephone
GCSB0014 GCSB GSM Roaming
GCSB0005 GCSB Switch based VPN
GPRI0004 GPRI per country PRI
GPRI0008 GPRI DASS2
GPRI0007 GPRI DPNSS
GPRI0005 GPRI Dutch PRI
GPRI0006 GPRI HK PRI CR13
GSS70006 GSS7 per country Num7
GSS70005 XXX0 XXXX
XXX00000 XXX0 XX ISUP XX00
XXXX0000 GTON per country TONE
GTON0015 GTON Austrian tones
GTON0013 GTON Belgian tones
GTON0011 GTON Brazilian tones [*]
GTON0014 GTON German tones
XXXX0000 XXXX Xxxx Xxxx Xxxxx
XXXX0000 XXXX Irish tones
GTON0008 GTON Italian tones
XXXX0000 XXXX Xxxxxxxxxxx Tones
GTON0010 GTON Spanish tones
XXXX0000 XXXX Xxxxx xxxxx
XXXX0000 XXXX XX Tones
GWAY0001 XXXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Telecom Layer
TEL00002 TEL X0 Xxxx-xxxxx Xxxxxx
XXX00000 TEL X0 Xxxx Xxx. Xxxxxxx
XXX00000 TEL X0 Xxxx Xxxx. Xxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL XXX0 Xxxx
XXX00000 XXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Multi-Point MTP Code
TEL00010 TEL Multiple CCS7 rk
ISDN0001 ISDN Platform Supt
ISP70001 ISP7 Base ISUP
ISP70003 ISP7 Aut Cngst Cntrls
ISP70002 ISP7 Hop Counter
ISP70004 ISP7 TFP/TFC Rtng Opts
IV1.2 The labor price for activating the optional Software features set forth in Part IV, Section
IV 1.1, outside of a Generic Software upgrade is [*] for the first feature and
[*] for each additional feature requested in the same Order. There is no labor charge for
activating the above optional Software features when activated in conjunction with a Generic Software
upgrade.
Nortel shall engineer the DMS-GSP Initial System provided hereunder in
accordance with Nortel's standard engineering practices and procedures.
After Nortel has engineered each DMS-GSP Initial System ordered by Buyer
hereunder, Nortel shall provide Company with a detailed list of the DMS-GSP
Initial System components.
I1.0 DMS-GSP Initial System (12,480 DS-0 E1 Port Model)
I1.1 DMS-GSP
Initial System Includes:
A DMS-GSP Initial System (12,480 DS-0 Port Model) shall consist of the following configuration of
major Equipment and Software:
a) SuperNode front end, 128K Dual Bay Enhanced Network, Link Peripheral Processor
and
other common Equipment as follows:
One (1) SuperNode equipped with BRISC-70EM processor with 512 Meg on board
memory per plane and two (2) SLM III.
One (1) 128K Dual Bay Enhanced Network to support an Initial System wired and equipped for
28,320 ports (30-NT9X40BB, 2-NT9X45BA).
One (1) Link Peripheral Processor (LPP) individually wired and equipped with twenty (20)
Link Interface Units (LIU7s) and two (2) Ethernet Interface Unit (EIUs). (Note: The
LPP has a maximum capacity of thirty-six (36) Application Specific Units (ASUs).
Additional ASUs may be purchased at an additional price.
Two (2) Integrated Service Module cabinets (CISM) equipped with service
and test circuits as well as two (2) Enhanced Digital Recorded Announcement Machine
circuit packs each providing a maximum of four minutes of recordable announcement
time.
Two (2) Input Output Equipment cabinets (CIOE) equipped with:
-> One (1) Mag Tape Device
-> Four (4) SCSI Disk Drive Units
-> Three (3) IOC Shelves
-> Four (4) I/O Controllers providing sixteen (16) interface ports
-> Two (2) X.25 Automatic File Transfer circuit packs
Two (2) Misc Equipment cabinets (CMIS) equipped with required inverters and
terminal block assemblies.
One (1) Miscellaneous Spare Storage cabinet (CMSS) to house switch
spares.
One (1) Power Distribution Center (CPDC) cabinet equipped with "A" and
"B" feed fuse panels & fuses as required.
Miscellaneous Switch Room Equipment as follows:
-> One (1) Maintenance Administration Positions & MAP Furniture
-> Two (2) UDS 2440 Modems
-> Four (4) RTIF Terminals
-> Two (2) MAP Printers
-> One (1) Helmsman CD-ROM documentation disk
b) SuperNode Trunk configurable equipment as follows:
Thirteen (13) CDTO cabinet wired for twelve thousand four hundred eighty
DS-0
(E1s) ports and equipped with the following.
-> Twelve thousand four hundred eighty DS-0 (E1s) ports .
-> Two (2) NT6X70AA Continuity Tone Detector for CCS7 per CDTO
peripheral.
-> Two (2) NT6X28AC/NTCX50AB circuit packs for echo cancellation
control per CDTO peripheral.
Note: None of the E1 ports are equipped with NTBX01BA for ISDN
functionality.
c) DMS-GSP Standard Software Features as set forth in Part III of this Attachment.
d) Nortel's standard compliment of switch spares.
I1.2 DMS-GSP
Initial System (12,480 E1 Port Model) Pricing
The price for each DMS-GSP (12,480 DS-0 Port Model) is [*] .
II1.0 Fully Wired and Fully Equipped CDTO Port Extension
II1.1 CDTO Port Extension Fully Wired and Fully Equipped
All prices for CDTO Port Extensions are sold in minimum increments of nine hundred sixty (960)
DS-0 ports, are configured for SS7/PTS or ISDN signaling at Company's request and include the
following:
a) CDTO hardware and XPM+;
b) Either UTR, STR, or CTD for DTCOs configured for SS7 or PTS capability, or UTR and
ISDN pre-processor circuit packs configured for ISDN PRI capability;
c) Any required
128K Dual Bay ENET expansion, MS, or processor memory expansions for
the BRISC70EM processor;
d) Any required Service and/or Test Circuits;
e) Any ENET software license fee;
f) Any required Power Distribution Center (CPDC) Equipment;
g) Spare circuit packs, if required, based on Nortel's standard engineering sparing
guidelines;
h) Engineering, installation, commissioning, program management and freight; and
i) Optional CDTO Equipment as outlined in Section II 1.2 below at defined pricing
levels.
II1.2 CDTO Port Extension Prices
Trunk Type Extension Price
CCS7 Trunking Port (CDTO) [*] port
PRI Trunk Port/Long Distance (CDTO) [*] port
III1.0 DMS-GSP Standard Software
Features
III1.1 DMS-GSP Base and Optional Software Features included in the Initial System
Price
The following represents the DMS-GSP GCS00003 Base Software Features that are included in the price
of the
DMS-GSP Initial System (
12,480 Port Model) set forth in Part I, Section I 1.2 above. The
following is a list of Software only and does not include any and/or all required Equipment for
feature functionality.
Feature/ Package Description
BASE0001 Base
BASE0009 Supernode Series 70 EM Processor
BASE0011 CO Data Chg. Capture
TEL00001 TEL Telecom Layer
TEL00002 C7 Channelized Access
XXX00000 Xxxxxxx Xxxxxxxxx
XXX00000 000 X0 Xxxxx Xxxx
XXX00000 Multi-Point MTP Code
TEL00006 X0 Xxxx Xxxx. Xxxxxx
XXX00000 X0 Xxxx Xxxxx Xxxxxxx
XXX00000 TEL CCS7 Base
TEL00009 C7 Network Integrity Items
TEL00010 Multiple CCS7 Network Address
ISDN0001 ISDN Platform Supt DMS-250
ISP700001 ISP7 Base ISUP
ISP70002 Hop Counter
GCSB0001 DMS-GCS Base Functional Group
License to the following Optional Software Features will be provided as part of the DMS-GSP Initial
System price set forth in Part I, Section I 1.2 above:
GCSB0002 CLI Screening
GCSB0003 AUTH Screening
GCSB0005 Switch based VPN
GCSB0007 Freephone
GCSB0015 Calling Card
GCSB0016 Account Code Expansion
GCSB0018 EIU for OAM&P
GCSB0019 CLI Screening on Freephone #s
GCSB0020 ISDN CLIP/CLIR
XXXX000 Xxxxxxx Xxxxxxxxx
XXXX000 Echo Control
GTON003 Per country downloadable tones
GSS70006 Per country ISUP/TUP
GSS70002 ANSI ISUP+
GSS70003 ETSI ISUP v1
GPRI0004 Per country PRI
GPRI0002 ANSI PRI
GCAS0003 GCAS per country CAS
IV1.0 DMS-GSP Optional Software Features
IV1.1 The following represents GCS00003 Optional Software Features that are NOT included in the
price of the DMS-GSP
Initial System ( 12,480 Port Model) set forth in Part I, Section I 1.2 above.
The following Software represents those feature packages that may be ordered by Company at an
additional price for a
DMS-GSP Initial System and does not include any/all required Equipment to
provide feature functionality.
GCAS0009 GCAS AC15 [*]
GCAS0011 GCAS CR11 HK CAS
GCAS0012 GCAS CR12 HK CAS
GCAS0010 GCAS DC5
GCIN0001 GCIN GCS Base CS1 SSP
GCIN0003 GCIN EDP 4
GCIN0004 GCIN EDP 5
GCIN0005 GCIN EDP 6
GCIN0006 GCIN EDP 7
GCIN0007 GCIN FCI Billing
GCIN0008 GCIN Internal IP
GCIN0002 GCIN TDP 3
GCSB0001 GCSB GCS Base
GCSB0003 GCSB AUTH Screening
GCSB0002 GCSB CLI Screening
GCSB0015 GCSB Calling Card
GCSB0007 GCSB GCSB Freephone
GCSB0014 GCSB GSM Roaming
GCSB0005 GCSB Switch based VPN
GPRI0004 GPRI per country PRI
GPRI0008 GPRI DASS2
GPRI0007 GPRI DPNSS
GPRI0005 GPRI Dutch PRI
GPRI0006 GPRI HK PRI CR13
GSS70006 GSS7 per country Num7
GSS70005 XXX0 XXXX
XXX00000 XXX0 XX ISUP XX00
XXXX0000 GTON per country TONE
GTON0015 GTON Austrian tones
GTON0013 GTON Belgian tones
GTON0011 GTON Brazilian tones
XXXX0000 XXXX Xxxxxx xxxxx
XXXX0000 XXXX Xxxx Xxxx Tones
GTON0009 GTON Irish tones
GTON0008 GTON Italian tones [*]
XXXX0000 XXXX Xxxxxxxxxxx Tones
GTON0010 GTON Spanish tones
XXXX0000 XXXX Xxxxx xxxxx
XXXX0000 XXXX XX Tones
GWAY0001 XXXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Telecom Layer
TEL00002 TEL X0 Xxxx-xxxxx Xxxxxx
XXX00000 TEL X0 Xxxx Xxx. Xxxxxxx
XXX00000 TEL X0 Xxxx Xxxx. Xxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL XXX0 Xxxx
XXX00000 XXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Multi-Point MTP Code
TEL00010 TEL Multiple CCS7 rk
ISDN0001 ISDN Platform Supt
ISP70001 ISP7 Base ISUP
ISP70003 ISP7 Aut Cngst Cntrls
ISP70002 ISP7 Hop Counter
ISP70004 ISP7 TFP/TFC Rtng Opts
IV1.2 The labor price for activating the optional Software features set forth in Part IV, Section
IV 1.1, outside of a Generic Software upgrade is [*] for the first feature and [*]
for each additional feature requested in the same Order. There is no labor charge for activating the
above optional Software features when activated in conjunction with a Generic Software upgrade.
Nortel shall engineer the DMS-GSP Initial System provided hereunder in
accordance with Nortel's standard engineering practices and procedures.
After Nortel has engineered each DMS-GSP Initial System ordered by Buyer
hereunder, Nortel shall provide Company with a detailed list of the DMS-GSP
Initial System components.
I1.0 DMS-GSP Initial System (12,480 DS-0 E1 Port Model)
I1.1 DMS-GSP
Initial System Includes:
A DMS-GSP Initial System (12,480 DS-0 Port Model) shall consist of the following configuration of
major Equipment and Software:
a) SuperNode front end, 128K Dual Bay Enhanced Network, Link Peripheral Processor
and
other common Equipment as follows:
One (1) SuperNode equipped with BRISC-70EM processor with 512 Meg on board
memory per plane and two (2) SLM III.
One (1) 128K Dual Bay Enhanced Network to support an Initial System wired and equipped for
28,320 ports (30-NT9X40BB, 2-NT9X45BA).
One (1) Link Peripheral Processor (LPP) individually wired and equipped with twenty (20)
Link Interface Units (LIU7s) and two (2) Ethernet Interface Unit (EIUs). (Note: The
LPP has a maximum capacity of thirty-six (36) Application Specific Units (ASUs).
Additional ASUs may be purchased at an additional price.
Two (2) Integrated Service Module cabinets (CISM) equipped with service and test
circuits as well as
two (2) Enhanced Digital Recorded Announcement Machine circuit
packs each providing a maximum of four minutes of recordable announcement time.
Two (2) Input Output Equipment cabinets (CIOE) equipped with:
-> One (1) Mag Tape Device
-> Four (4) SCSI Disk Drive Units
-> Three (3) IOC Shelves
-> Four (4) I/O Controllers providing sixteen (16) interface ports
-> Two (2) X.25 Automatic File Transfer circuit packs
Two (2) Misc Equipment cabinets (CMIS) equipped with required inverters and
terminal block assemblies.
One (1) Miscellaneous Spare Storage cabinet (CMSS) to house switch spares.
One (1) Power Distribution Center (CPDC) cabinet equipped with "A" and "B" feed
fuse panels & fuses as required.
Miscellaneous Switch Room Equipment as follows:
-> One (1) Maintenance Administration Positions & MAP Furniture
-> Two (2) UDS 2440 Modems
-> Four (4) RTIF Terminals
-> Two (2) MAP Printers
-> One (1) Helmsman CD-ROM documentation disk
b) SuperNode Trunk configurable equipment as follows:
Thirteen (13) CDTO cabinet wired for
twelve thousand four hundred eighty DS-0
(E1s) ports and equipped with the following.
-> Twelve thousand four hundred eighty DS-0 (E1s) ports .
-> Two (2) NT6X70AA Continuity Tone Detector for CCS7 per CDTO
peripheral.
-> Two (2) NT6X28AC/NTCX50AB circuit packs for echo cancellation control
per CDTO peripheral.
Note: None of the E1 ports are equipped with NTBX01BA for ISDN functionality.
c) DMS-GSP Standard Software Features as set forth in Part III of this Attachment.
d) Nortel's standard compliment of switch spares.
I1.2 DMS-GSP Initial System (12,480 E1 Port Model) Pricing
The price for each DMS-GSP (12,480 DS-0 Port Model) is .
II1.0 Fully Wired and Fully Equipped CDTO Port Extension
II1.1 CDTO Port Extension Fully Wired and Fully Equipped
All prices for CDTO Port Extensions are sold in minimum increments of nine hundred sixty (960)
DS-0 ports, are configured for SS7/PTS or ISDN signaling at Company's request and include the
following:
a) CDTO hardware and XPM+;
b) Either UTR, STR, or CTD for DTCOs configured for SS7 or PTS capability, or UTR and ISDN
pre-processor circuit packs configured for ISDN PRI capability;
c) Any required 128K Dual Bay ENET expansion, MS, or processor memory expansions for the
BRISC70EM processor;
d) Any required Service and/or Test Circuits;
e) Any ENET software license fee;
f) Any required Power Distribution Center (CPDC) Equipment;
g) Spare circuit packs, if required, based on Nortel's standard engineering sparing
guidelines;
h) Engineering, installation, commissioning, program management and freight; and
i) Optional CDTO Equipment as outlined in Section II 1.2 below at defined pricing levels.
II1.2 CDTO Port Extension Prices
Trunk Type Extension Price
CCS7 Trunking Port (CDTO) port
PRI Trunk Port/Long Distance (CDTO)port
III1.0 DMS-GSP Standard Software
Features
III1.1 DMS-GSP Base and Optional Software Features included in the Initial System
Price
The following represents the DMS-GSP GCS00003 Base Software Features that are included in the price
of the
DMS-GSP Initial System (
12,480 Port Model) set forth in Part I, Section I 1.2 above. The
following is a list of Software only and does not include any and/or all required Equipment for
feature functionality.
Feature/ Package Description
BASE0001 Base
BASE0009 Supernode Series 70 EM Processor
BASE0011 CO Data Chg. Capture
TEL00001 TEL Telecom Layer
TEL00002 C7 Channelized Access
XXX00000 Xxxxxxx Xxxxxxxxx
XXX00000 000 X0 Xxxxx Xxxx
XXX00000 Multi-Point MTP Code
TEL00006 X0 Xxxx Xxxx. Xxxxxx
XXX00000 X0 Xxxx Xxxxx Xxxxxxx
XXX00000 TEL CCS7 Base
TEL00009 C7 Network Integrity Items
TEL00010 Multiple CCS7 Network Address
ISDN0001 ISDN Platform Supt DMS-250
ISP700001 ISP7 Base ISUP
ISP70002 Hop Counter
GCSB0001 DMS-GCS Base Functional Group
License to the following Optional Software Features will be provided as part of the DMS-GSP Initial
System price set forth in Part I, Section I 1.2 above:
GCSB0002 CLI Screening
GCSB0003 AUTH Screening
GCSB0005 Switch based VPN
GCSB0007 Freephone
GCSB0015 Calling Card
GCSB0016 Account Code Expansion
GCSB0018 EIU for OAM&P
GCSB0019 CLI Screening on Freephone #s
GCSB0020 ISDN CLIP/CLIR
XXXX000 Xxxxxxx Xxxxxxxxx
XXXX000 Echo Control
GTON003 Per country downloadable tones
GSS70006 Per country ISUP/TUP
GSS70002 ANSI ISUP+
GSS70003 ETSI ISUP v1
GPRI0004 Per country PRI
GPRI0002 ANSI PRI
GCAS0003 GCAS per country CAS
MPA/Global /Ex E
IV1.0 DMS-GSP Optional Software Features
IV1.1 The following represents GCS00003 Optional Software Features
that are NOT included in the price of the DMS-GSP Initial System (12,480 Port
Model) set forth in Part I, Section I 1.2 above. The following Software
represents those feature packages that may be ordered by Company at an
additional price for a DMS-GSP Initial System and does not include
any/all required Equipment to provide feature functionality.
GCAS0009 GCAS AC15
GCAS0011 GCAS CR11 HK CAS
GCAS0012 GCAS CR12 HK CAS
GCAS0010 GCAS DC5
GCIN0001 GCIN GCS Base CS1 SSP
GCIN0003 GCIN EDP 4
GCIN0004 GCIN EDP 5
GCIN0005 GCIN EDP 6
GCIN0006 GCIN EDP 7
GCIN0007 GCIN FCI Billing
GCIN0008 GCIN Internal IP
GCIN0002 GCIN TDP 3
GCSB0001 GCSB GCS Base
GCSB0003 GCSB AUTH Screening
GCSB0002 GCSB CLI Screening
GCSB0015 GCSB Calling Card
GCSB0007 GCSB GCSB Freephone
GCSB0014 GCSB GSM Roaming
GCSB0005 GCSB Switch based VPN
GPRI0004 GPRI per country PRI
GPRI0008 GPRI DASS2
GPRI0007 GPRI DPNSS
GPRI0005 GPRI Dutch PRI
GPRI0006 GPRI HK PRI CR13
GSS70006 GSS7 per country Num7
GSS70005 XXX0 XXXX
XXX00000 XXX0 XX ISUP XX00
XXXX0000 GTON per country TONE
GTON0015 GTON Austrian tones
GTON0013 GTON Belgian tones
GTON0011 GTON Brazilian tones
XXXX0000 XXXX Xxxxxx xxxxx
XXXX0000 XXXX Xxxx Xxxx Tones
GTON0009 GTON Irish tones
GTON0008 GTON Italian tones
XXXX0000 XXXX Xxxxxxxxxxx Tones
GTON0010 GTON Spanish tones
XXXX0000 XXXX Xxxxx xxxxx
XXXX0000 XXXX XX Tones
GWAY0001 XXXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Telecom Layer
TEL00002 TEL X0 Xxxx-xxxxx Xxxxxx
XXX00000 TEL X0 Xxxx Xxx. Xxxxxxx
XXX00000 TEL X0 Xxxx Xxxx. Xxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL X0 Xxxxxxx Xxxxxxxxx
XXX00000 TEL XXX0 Xxxx
XXX00000 XXX Xxxxxxx Xxxxxxxxx
XXX00000 TEL Multi-Point MTP Code
TEL00010 TEL Multiple CCS7 rk
ISDN0001 ISDN Platform Supt
ISP70001 ISP7 Base ISUP
ISP70003 ISP7 Aut Cngst Cntrls
ISP70002 ISP7 Hop Counter
ISP70004 ISP7 TFP/TFC Rtng Opts
IV1.2 The labor price for activating the optional Software features set forth in Part IV, Section IV 1.1, outside of a
Generic Software upgrade is for the first feature and for each additional
feature requested in the same Order. There is no labor charge for activating the above optional Software features
when activated in conjunction with a Generic Software upgrade.
Attachment 4 to Exhibit A, Product Annex A.1
HELMSMAN TERMS and CONDITIONS
Certain documentation with respect to the Products may be
made available to Company on CD-ROM pursuant to the terms and conditions set
forth below.
1. DEFINITIONS
1.1 "CD-ROM" shall mean a compact disk with read-only memory.
1.2 "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.
1.3 "CD-ROM Documentation" shall mean the documentation that Nortel
makes available to its customers on CD-ROM with respect to XXX-000, XXX-000,
xxx/xx XXX-000 Systems.
2. SCOPE
2.1 With the delivery of each Initial System ordered by Company,
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
Company may use the CD-ROM Software to access the CD-ROM Documentation.
2.2 Company 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.
2.3 Company 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
3.1 Upon delivery of the CD-ROM, Nortel shall grant to Company a non-
exclusive, non-transferable and non-assignable license, subject to these terms
and conditions:
(a) to use the CD-ROM Software solely to access the CD-ROM Documentation; and
(b) to use the CD-ROM Documentation solely to operate and maintain the Initial System with which
it was delivered.
Company acknowledges that, as between Nortel and Company, Nortel retains title to and all
other rights and interest in the CD-ROM Software and CD-ROM Documentation. Company shall
not modify, translate or copy the CD-ROM Software or CD-ROM Documentation without Nortel's
prior written consent. Company shall hold secret and not disclose to any person, except
Company's employees with a need to know, any of the CD-ROM Software or CD-ROM
Documentation.
3.2 Company shall not sell, license, reproduce or otherwise convey or directly or
indirectly allow access to the CD-ROM Software or CD-ROM Documentation to any other
person, firm, corporation or other entity.
3.3 Except to the extent expressly set forth in this Attachment, Nortel shall have
no obligations of any nature whatsoever with respect to the CD-ROM Software or the CD-ROM
Documentation.
4. DISCLAIMER OF WARRANTY AND LIABILITY
NORTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE
CD-ROM, CD-ROM SOFTWARE, CD-ROM DOCUMENTATION OR ANY INFORMATION CONTAINED ON ANY OF THE
FOREGOING OR ANY RESULTS OR CONCLUSIONS REACHED BY BUYER AS A RESULT OF ACCESS TO OR USE
THEREOF, OR WITH RESPECT TO ANY OTHER MATTER OR SERVICE PROVIDED BY NORTEL, WHETHER
STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. NORTEL SHALL
NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF
ANY NATURE WHATSOEVER INCLUDING ANY SUCH DAMAGES WHICH MAY ARISE OUT OF THE USE OF OR
INABILITY TO USE OR ACCESS THE CD-ROM, THE CD-ROM SOFTWARE, THE CD-ROM DOCUMENTATION, AND
FURTHER INCLUDING LOSS OF USE, REVENUE, PROFITS OR ANTICIPATED SAVINGS REGARDLESS OF HOW
SUCH DAMAGES MAY HAVE BEEN CAUSED.
5. GENERAL
5.1 Nothing contained in this Attachment shall limit, in any
manner, Nortel's right to change the CD-ROM Software or CD-ROM
Documentation or the design or characteristics of Nortel's Products
at any time without notice and without liability.
EXHIBIT B
MASTER SERVICES AGREEMENT
EXHIBIT C
AFFILIATES
1.0 Company Affiliates
1.1 For purposes of this Agreement, the Company Affiliates shall include:
Present Company NamePlace of Incorporation
2.0 Nortel Affiliates
2.1 For purposes of this Agreement, the Nortel Affiliates shall include:
NORTHERN TELECOM AND ASSOCIATED COMPANIES
NORTHERN TELECOM LIMITED-NORTHERN TELECOM LIMITEE
ADVANCED SEMICONDUCTOR MANUFACTURING CORPORATION OF SHANGHAI
XXXX-NORTHERN RESEARCH LTD.-RECHERCHES XXXX-NORTHERN LTEE
XXXXX TELECOM LIMITED-XXXXX TELECOM LIMITEE
XXXX ELECTRIC TELECOMUNICACOES S/A
GUANGDONG - NORTEL TELECOMMUNICATIONS SWITCHING EQUIPMENT LIMITED
NEW NORTH MEDIA
NORTEL CHILE S.A.
NORTEL (CHINA) LIMITED
NORTEL COMMUNICATIONS INC.
NORTEL COMMUNICATIONS (ISRAEL) LIMITED
NORTEL EUROPE S.A. (formerly Nortel France S.A. and NT Meridian S.A.)
NORTEL MATRA CELLULAR SCA
NORTHERN TELECOM INVESTISSEMENT E.U.R.L.
NORTHERN TELECOM PARTICIPATIONS E.U.R.L.
STRATEGIC TELECOM COMPONENTS S.A.
NORTELplc (formerly Nortel Limited; Northern Telecom Europe Limited))
BNR EUROPE LIMITED
NORTEL (MANAGEMENT) LIMITED
ICL PLC
INTEGRATED NETWORKS LIMITED
NORTEL AUSTRALIA PTY. LIMITED
NORTEL AUSTRALIA COMMUNICATION SYSTEMS PTY. LIMITED
NORTEL SUPERANNUATION FUND PTY LTD.
NORTEL PROPERTIES LTD.
NORTHERN TELECOM FINANCIAL SERVICES
NORTEL (NORTHERN IRELAND) LIMITED
NT FACTORS LIMITED
NORTEL MAURITIUS LIMITED
NORTEL INDIA PRIVATE LIMITED
NORTEL NEW ZEALAND LIMITED
NORTEL PACIFIC PTY. LIMITED
NORTEL PERU S.A.
NORTEL POST AND TELECOMMUNICATIONS TECHNICAL INC.
NORTEL (THAILAND) LIMITED
NORTHERN TELECOM (ASIA) LIMITED
NORTHERN TELECOM CANADA LIMITED-NORTHERN TELECOM
CANADA LIMITEE
NORTHERN TELECOM DE ARGENTINA, S.A.
NORTHERN TELECOM DE COLOMBIA S.A.
NORTHERN TELECOM DE MEXICO, S.A. DE C.V.
NORTHERN TELECOM DE VENEZUELA C.A.
NORTHERN TELECOM DO BRASIL INDUSTRIA E COMERCIO LTDA.
NORTHERN TELECOM LIMITED-NORTHERN TELECOM LIMITEE
NORTHERN TELECOM ELECTRONICS LIMITED-NORTHERN TELECOM
ELECTRONIQUE LIMITEE
NORTHERN TELECOM GLOBAL CORPORATION
NORTHERN TELECOM INC.
ARRIS INTERACTIVE L.L.C.
ENTRUST TECHNOLOGIES INC.
MICOM COMMUNICATIONS CORP.
NETSPEED, INC.
JETSTREAM COMMUNICATIONS, INC.
NORTEL COMMUNICATIONS SYSTEMS INC.
BELL ATLANTIC MERIDIAN SYSTEMS
NORTEL COMMUNICATIONS PERSONNEL SERVICES INC.
NORTEL CALA INC. (formerly Northern Telecom (CALA) Corporation)
NORTHERN TELECOM (PUERTO RICO) INC.
NORTEL GOVERNMENT SERVICES INC.
NORTHERN TELECOM CAPITAL CORPORATION
NORTHERN TELECOM FRANCE S.A.
MATRA COMMUNICATION S.A.S.
NORTHERN TELECOM INTERNATIONAL INC.
NORTHERN TELECOM JAPAN INC.
XXXXX TELECOM CO., LTD.
NORTHERN TELECOM TRADING CORPORATION
SUMISHO ELECTRONICS CO. LTD.
WILTEL COMMUNICATIONS, L.L.C.
NORTHERN TELECOM INDUSTRIES Sdn. Bhd.
NORTHERN TELECOM COMPONENTS SDN. BHD.
NORTHERN TELECOM (KEDAH) SDN. BHD.
NORTHERN TELECOM (MALAYSIA) SENDIRIAN BERHAD
NORTHERN TELECOM (PENANG) Sdn. Bhd.
NORTHERN TELECOM INTERNATIONAL LIMITED-NORTHERN TELECOM
INTERNATIONAL LIMITEE
NORTEL COMUNICACIONES DE COLOMBIA S.A.
NORTEL DE COLOMBIA S.A.
NORTEL TELECOMUNICACIONES S.A.
NORTHERN TELECOM COMUNICACIONES DE COLOMBIA S.A.
NORTHERN TELECOM KOREA LIMITED
NORTHERN TELECOM (LUXEMBOURG) S.A.
NORTHERN TELECOM LIMITED-NORTHERN TELECOM LIMITEE
NORTHERN TELECOM INTERNATIONAL FINANCE B.V.
LANKA BELL (PRIVATE) LIMITED
NETAS - NORTHERN ELECTRIC TELEKOMUNIKASYON A.S.
XXX - TELECOM
ULTEL
VERINET UYDU HABERLESME SANAYI VE TICARET A.S.
VESNET
NORTEL COMMUNICATIONS HOLDINGS (1997) LIMITED
TELRAD TELECOMMUNICATION & ELECTRONIC
INDUSTRIES LTD.
NORTEL (IRELAND) LIMITED
NORTEL (DUBLIN) LIMITED
NORTEL KAPSCH GmbH
NORTEL N.V.
NORTEL SLOVENSKO, s.r.o.
NORTEL UKRAINE LTD.
NORTHERN TELECOM AG
NORTHERN TELECOM BULGARIA EOOD
NORTHERN TELECOM B.V.
NORTHERN TELECOM ELWRO Sp. z.o.o.
NORTHERN TELECOM GmbH
NORTEL/DASA NETWORK SYSTEMS GMBH & CO. KG
NORTEL/DASA NETWORK SYSTEM VERWALTUNGS GmbH
NORTHERN TELECOM ITALIA S.p.A.
NORTHERN TELECOM POLSKA SPOLKA z.o.o.
NORTHERN TELECOM (PORTUGAL) S.A.
NORTHERN TELECOM SCANDINAVIA AS
NORTHERN TELECOM SINGAPORE PTE LIMITED
NORTHERN TELECOM SOCIEDAD ANONIMA (formerly Sociedad Espanola de
Distribucion de Equipos de Telecomunicaciones Northern Telecom, S.A.)
NT COMMUNICATIONS AG
SIXTEL S.P.A.
NORTHERN TELECOM MAROC SA
NORTHERN TELECOM SERVICOS E PARTICIPACO
ES LTDA.
SHANGHAI NORTEL SEMICONDUCTOR CORP.
SHENYANG NORTEL TELECOMMUNICATIONS CO., LTD.
SHUNDE XXXXXXX XXXXXX NORTHERN PROPERTY COMPANY LIMITED
XXXX XXXXX - NORTEL LIMITED LIABILITY COMPANY
TTS MERIDIAN SYSTEMS INC.
EXHIBIT D
TERRITORIAL LIMITATIONS
COUNTRY EXCLUSIVE PRODUCT
USE
Austria DMS
People's
Republic of China DMS
Israel DMS
Turkey DMS
Ukraine DMS
EXHIBIT E, PART I
HOMOLOGATION
Asia/South Pacific North America Carribean
Canada
Australia USA Antigua
Xxxxx Bahamas
Guam Latin America Barbados
Hong Kong Belize
Japan Argentina El Salvador Bermuda
Malaysia Bolivia Guyana British Virgin Islands
Xxxxxxxx Islands Brazil Honduras Dominica
Micronesia Chile Mexico Dominican Republic
New Zealand Colombia Paraguay Grenada
Phillipines Costa Rica Peru Haiti
South Korea Jamaica
Vietnam Europe Montserrat
Puerto Rico
Africa/Middle-East Austria Ireland St. Xxxxxx
Bulgaria Netherlands St. Kitts
Bahrain C.I.S. Poland Trinidad
Burkina Faso UK Spain Turks Caicos
Morocco Germany Italy US Virgin Islands
Saudi Arabia Hungary France
Tunisia
Turkey
Exhibit E, Part I, discloses the countries where the DMS Family of Products maintains an established installation.
Notwithstanding any provision to the contrary, the parties hereto understand that Homologation and/or PSTN
certification, if any, are required on a periodic basis as effectuated by but not limited to revisions, upgrades or
new equipment and/or software releases. This Exhibit E, Part I and II constitutes no warranty as to Homologation
and/or PSTN certification continuance.
Homologation is defined as meeting the requirements for safety and EMC in a specific country, and may include formal
certification on a case by case basis.
PSTN is defined as meeting the requirements for interface in a specific country for the Public Switch Telephony
Network, and may include formal certification on a case by case basis.
EXHIBIT E, PART II
DMS FAMILY HOMOLOGATION STATUS
COUNTRY HOMOLOGATION EMC PSTN APPROVAL
& NOTES SAFETY AUTHORITY & NOTES AUTHORITY
US Compliance Achieved Compliance Achieved Approval Achieved UL1459, FCC BellCore
TR-NWT-00063
UK Compliance Achieved Compliance Achieved Note A BABT
GERMANY Compliance Achieved Compliance Achieved Note A BZT
FRANCE Compliance Achieved Compliance Achieved Note B DRG
CANADA Compliance Achieved Compliance Achieved Approval Achieved CSA 22.2.225
Cabnetized Only Cabnetized Only
SWITZERLAND Compliance Achieved Compliance Achieved Pending BAKOM
NETHERLANDS Compliance Achieved Compliance Achieved Note C HDTD
ITALY Compliance Achieved Compliance Achieved Note B IGT
HONG KONG Compliance Achieved Compliance Achieved Note A
JAPAN Compliance Achieved Compliance Achieved Note B
BELGIUM Compliance Achieved Compliance Achieved Note B BIPT
SWEDEN Compliance Achieved Compliance Achieved Pending NTA
SPAIN Compliance Achieved Compliance Achieved DGT
AUSTRIA Compliance Achieved Compliance Achieved ATRA
NORWAY Compliance Achieved Compliance Achieved Pending
MEXICO Compliance Achieved Compliance Achieved Approval Achieved
AUSTRALIA Compliance Achieved Compliance Achieved Note B AUSTEL
DENMARK Compliance Achieved Compliance Achieved Pending NTA
LUXEMBORG Compliance Achieved Compliance Achieved
IRELAND Compliance Achieved Compliance Achieved Note B
FINLAND Compliance Achieved Compliance Achieved Pending
CHINA Compliance Achieved Compliance Achieved Note D
KOREA Pending Pending Pending
JAMAICA Compliance Achieved Compliance Achieved Approval Achieved
DOMINICAN
REPUBLIC Compliance Achieved Compliance Achieved Approval Achieved
PUERTO RICO Compliance Achieved Compliance Achieved Approval Achieved
Note A: PSTN via DMS-100 & DMS-GSP.
Note B: PSTN via DMS-100; Further PSTN initiation planned in 1998.
Note C: PSTN via DMS-GSP.
Note D: PSTN via DMS-10 & DMS-100.
