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EXHIBIT 10.5.1
SECOND AMENDMENT TO NATIONAL RESELLER/INTEGRATOR AGREEMENT
This second Amendment to the National Reseller Agreement is made and
entered into this 4th day of November, 1998 (the "Effective Date") by and
between MCI Telecommunications Corporation, A Delaware Corporation, having its
principle place of business at Xxx Xxxxxxxxx Xxxxxxx, Xxxxxxx XX 00000
(hereinafter called "MCI") and Visual Networks, Inc., having its principle place
of business at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000.
WHEREAS, MCI and Visual Networks, Inc. previously entered into a
nationwide Reseller/Integrator Agreement dated August 29, 1997 (the
"Agreement"); and
WHEREAS, MCI and Visual Networks, Inc. now desire to amend the Agreement
as hereinafter more particularly set forth;
NOW THEREFORE, in consideration of the foregoing premises, and of mutual
covenants and conditions hereinafter set forth, the parties hereto agree as
follows:
1. As of the effective date, the following definitions will be added:
Visual UpTime as 1.22 - The system developed by Visual Networks Inc. that
delivers service level management functions to the system provider and
the end-user of system providers' data communication services. The system
consists of hardware that is deployed on the customer's premise, a server
which communicates to the hardware components, and a software client
application which provides the user interface to the system.
PAC as 1.23 - The Performance Applicable Client (PAC) is the name of the
client software module of the Visual UpTime system.
2. As of the effective date, Section 3 is amended to add the following:
"3.7 MCI intends to incorporate Visual Uptime into one or more MCI
Service offerings (e.g.: Service Level Agreement (SLA)
validation products, customer network management reporting
products, and Smart Circuits products). Systems Providers DSU
and CSU/DSUs are to be required whenever a customer purchases
one of these service offerings. Further, the Systems Providers
system components are to be deployed within the network
operations environment such that MCI will derive operational
benefit from the ASEs that are deployed".
"3.8 MCI intends to productize one or more of these service
offerings in the *** beginning *** with an expectation to
terminate greater than *** of new MCI frame relay ports per
month with Systems
***Confidential information has been omitted and filed separately with
the Securities and Exchange Commission.
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Provider ASE's. The *** per month, or better, run rate will be
achieved within ***.
3. As of the effective date, Section 17.1 is replaced with the following:
(a) Systems Provider grants to MCI a non-transferable and
non-exclusive license (the "License") to use the Software,
created and supplied by Systems Provider, internally as a
means to provide a managed service to MCI's customers;
including such Software supplied to MCI on disks,
diskettes, on-line, and/or as part of the equipment
supplied by Systems Provider; any modifications,
enhancements to and/or replacements of such Software; and
any documentation provided in connection therewith. The
License imposes certain restrictions on the use of the
Software. If the Software is an upgrade, MCI may now use
that upgraded product only in accordance with this License.
(b) MCI may install copies of the Performance Archive Manager
("XXX") and the Platform Applicable Client ("PAC")
Software on multiple platforms for its internal use in
providing managed service to its clients. MCI may
distribute to its customers copies of the Software,
provided the Software is only to be used in conjunction
with Analysis Service Elements ("ASE's") purchased from
Systems Provider under the Agreement. MCI may not
distribute copies of the Software for use in conjunction
with ASE units that have not been purchased by MCI under
this Agreement without the payment of an additional fee
to Systems Provider.
(c) Systems Provider retains ownership of the Software and no
rights are granted to MCI other than a license to use the
Software on the terms expressly set forth in the License.
(d) With respect to Software that is distributed to end
users, Systems Provider grants directly to the end user a
nonexclusive and non-transferable license, as set forth
in the End User Software License Agreement which
accompanies the Software and an example of which is
attached hereto as Exhibit F. If MCI is a subcontractor
to a prime contractor for an Integrated Business Solution
or to a prime contractor for the purpose of distributing
to an end user, Systems Provider grants directly to the
end user a nonexclusive and non-transferable license.
(e) Without the express written consent of Systems Provider,
MCI may not, except as set forth above:
***Confidential information has been omitted and filed
separately with the Securities and Exchange Commission.
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(1) use, copy, modify, distribute, reverse engineer,
reverse assemble, or reverse compile the Software
or accompanying documentation, or
(2) transfer, assign, sublicense or otherwise convey
MCI's rights to use the Software or the
accompanying documentation except upon a transfer
of any equipment supplied by Systems Provider
with which or for which it was supplied, and then
only if Systems Provider receives written
agreement of the transferee to be bound by all of
the terms of this License.
4. As of the effective date, Exhibit B is replaced with a new and updated
Exhibit B(v2):
5. In the event that MCI is no longer offering and deploying Visual
products as listed in Section 3.7 above, then Visual Networks has the
option to adjust the applicable product discounts to the level they
were prior to this Agreement.
ALL OTHER TERMS AND CONDITIONS WILL REMAIN THE SAME.
VISUAL NETWORKS, INC. MCI TELECOMMUNICATIONS
CORPORATION
By:/s/Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxx
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Name: Name
Exec VP/CFO/Tres Sr. Contract Administrator II
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Title Title
Nov. 2, 1998 November 4, 1998
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Date Date
