Exhibit 10.9
------------
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
CONFIDENTIAL
------------
DEFINITIVE AGREEMENT
--------------------
for
JOINT MARKETING AND SERVICES
----------------------------
BETWEEN
GLOBAL CROSSING LTD.
AND
STORAGENETWORKS, Inc.
FOR DATA STORAGE AND PROFESSIONAL SERVICES
October 29, 1999
1
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
AGREEMENT BY AND BETWEEN
GLOBAL CROSSING AND STORAGENETWORKS
INDEX
-----------------------------------------------------------------------------------------------------
SCOPE OF AGREEMENT.................................................................................................4
TERM...............................................................................................................4
UNDERTAKINGS.......................................................................................................5
SUBCONTRACTING.....................................................................................................5
IMPLEMENTATION PLAN................................................................................................5
PROGRAM RESPONSIBILITIES...........................................................................................6
PROGRAM MANAGEMENT.................................................................................................7
CHARGES, PAYMENT AND INVOICING.....................................................................................8
CONFIDENTIALITY....................................................................................................9
EXCLUSIVITY.......................................................................................................10
TERMINATION.......................................................................................................10
SERVICE LEVEL AGREEMENT...........................................................................................10
OWNERSHIP OF INTELLECTUAL PROPERTY................................................................................11
WARRANTIES........................................................................................................11
LIABILITY.........................................................................................................11
DISPUTE RESOLUTION................................................................................................11
INDEMNIFICATION...................................................................................................11
GENERAL...........................................................................................................12
Exhibit A...................DESCRIPTION OF THE SERVICES...........................................................15
Exhibit B...................IMPLEMENTATION PLAN...................................................................20
Exhibit C...................CO-LOCATION AGREEMENT (Service Order).................................................21
Exhibit D..................Key Business and Performance Objectives...............................................23
Exhibit E...................LETTER OF INTENT (LOI)................................................................24
2
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Exhibit F...................STORAGENETWORKS FACILITIES REQUIREMENTS...............................................27
EXHIBIT G...................SERVICE LEVEL AGREEMENT...............................................................31
Exhibit I...................MUTUAL INDUCEMENTS....................................................................39
Exhibit J...................PROJECT TEAM ROSTER...................................................................53
Exhibit K...................Marketing Engagement Plan.............................................................55
Exhibit L...................Rules of Sales Engagement.............................................................56
3
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
This JOINT MARKETING AND SERVICES AGREEMENT (the "Agreement") is entered
into as of the 29th day of October, 1999 (the "Effective Date") by and
between StorageNetworks, Inc. ("StorageNetworks"), a Delaware corporation
with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and Global
Crossing Ltd., ("Global Crossing"), a Delaware corporation with offices at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (each a "Party" or "Parties").
WHEREAS, the Parties desire to establish a cooperative program (the
"Program") to develop, market, provide, and support Global Crossing Storage
Services powered by StorageNetworks and StorageNetworks Professional
Services (the "Services") to current and prospective customers ("Customers"
and each a "Customer") through StorageNetworks Storage Points of Presence
("S-POPs") located in Global Crossing Media Distribution Centers (the
"MDCs").
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions set forth below, the Parties agree as follows:
SCOPE OF AGREEMENT
The scope of this Agreement shall be for the design, installation and
management of enterprise storage services located in the Global Crossing
Media Distribution Centers (MDC's) and the performance of professional
services. The specific deliverables are further defined and attached to and
form part of this Agreement as Exhibit A, and are hereinafter referred to
as the "Services".
Additional services may be appended to this Agreement with the mutual
consent of both parties. Specific deliverables of any future services will
be defined in a Statement of Work and attached as Appendices. Any such
Appendices will be subject to all terms and conditions of this Agreement.
TERM
The term of this Agreement shall commence on the Effective Date and shall
continue until October 29, 2002 (the "Initial Term").
Each Party has the right to extend the Agreement for an additional 24 month
term, following the conclusion of the Initial Term provided such Party
exercises this option ninety (90) days prior to the expiration date of the
Initial Term by giving written notice to the other Party, and provided that
the other Party does not decline the extension.
4
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
1 UNDERTAKINGS
1.1. STORAGENETWORKS UNDERTAKINGS
1.1.1. StorageNetworks shall provide professional services to Customers
and high-availability enterprise data storage services to
Customers at agreed upon Global Crossing MDCs and within 30 fiber
kilometers (or such greater distance as current technology
permits) of such Global Crossing MDCs and StorageNetworks
S-POP's. S-POP facility requirements are further defined in
Exhibit F.
1.1.2. StorageNetworks shall develop, co-market, deliver and support the
Services as more fully described in Exhibit A (the
"StorageNetworks Services") and in accordance with the
Implementation Plan illustrated in Exhibit B.
1.2. GLOBAL CROSSING UNDERTAKINGS
1.2.1. Global Crossing shall provide space, power and connectivity to
meet the S-POP requirements set forth in Exhibit F for the
Services and shall work with StorageNetworks to develop,
co-market, deliver and support the Services as more fully
described in Exhibit A (the "Global Crossing Services") and in
accordance with the Implementation Plan illustrated in Exhibit B.
1.2.2. Global Crossing shall maintain services to the S-POPs located at
the MDCs at the levels specified in the master service agreement
attached hereto as Exhibit H.
1.2.3. Global Crossing shall provide StorageNetworks with the ability to
obtain additional space within MDCs as determined by the business
needs of StorageNetworks to support this agreement.
1.2.4. In addition to all current MDC locations, Global Crossing shall
allow StorageNetworks to deliver the Services at all future MDC
locations as defined in section 10.2. A list of all current and
planned MDCs is attached hereto as Exhibit H.
2. SUBCONTRACTING
2.1. Where the nature of the Services so requires, either Party may retain
such employees, agents or subcontractors on its own behalf and to its
own account as such Party in its discretion deems necessary to perform
the said Services.
2.2. Where a Party retains persons to perform Services for the other Party
such persons shall at all material times be considered employees,
agents or subcontractors of the retaining Party, and not the other
Party. All obligations owed to such persons incidental to an employer
/ employee relationship shall be the sole responsibility of the
retaining Party.
3. IMPLEMENTATION PLAN
3.1. The Parties shall establish and implement the Program in accordance
with the Implementation Plan, attached hereto as Exhibit B (the
"Implementation Plan").
3.2. Without limiting the foregoing, the Parties agree that, within sixty
(60) days of the Effective Date, StorageNetworks will deploy requisite
personnel and network resources and locate appropriate storage
hardware to commence delivering the data storage Services at existing
Global Crossing's MDCs located in Sunnyvale, CA, New York, NY, and
Herndon, VA. The Parties further specifically agree that
StorageNetworks shall deploy personnel, resources and hardware at
additional MDCs if and only if sufficient pre-orders exist for data
storage
5
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
services from such MDCs to justify such deployment and if
StorageNetworks and Global Crossing determines that historical sales
performance at existing S-POPs located in MDCs justifies such
deployment.
4. PROGRAM RESPONSIBILITIES
4.1. GLOBAL CROSSING RESPONSIBILITIES.
4.1.1. Global Crossing shall have responsibility to perform the following
activities in connection with the Program, at its own and sole
expense:
o Global Crossing shall provide suite-like facilities in a secure, caged
environment for StorageNetworks S-POPs according to the schedule
defined in Exhibit B, the Global Center Master Service Agreement in
Exhibit H and as may be agreed to in the future by both parties.
o Global Crossing shall promote, market and support the Services to
Customers that are or may be hosted at MDCs.
o Global Crossing shall integrate the Services into Global Crossing's
existing sales distribution channels and include the Services in its
catalogues and list the Services in its price lists.
o Global Crossing shall integrate the Services into Global Crossing's
marketing and sales support programs, including trade show involvement
and support. Details appear in Exhibit K.
o Global Crossing shall provide a Program Director to perform the
following functions:
1. Serve as marketing/sales liaison between the StorageNetworks' and
Global Crossing's sales forces.
2. Develop Global Crossing sales programs to target new prospects
and key accounts.
3. Support the preparation of Services proposals.
4. Plan and conduct Customer visits.
5. Coordinate customer engagements and contracts
6. Address operational issues concerning the Services
o Global Crossing shall jointly establish with StorageNetworks specific
sales incentives for release of the Services to Global Crossing sales
channels.
o Global Crossing shall use the Services for internal usage (e.g.
information technology and applications) and internally developed or
outsourced products if deemed suitable in terms of function and price.
o Global Crossing will plan and coordinate with StorageNetworks sales,
marketing and related activities and inducements of the type detailed
on Exhibit I.
6
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
4.2. STORAGENETWORKS RESPONSIBILITIES
4.2.1. StorageNetworks shall have responsibility to perform the following
activities in connection with the Program, at its own and sole
expense:
o StorageNetworks shall provide all hardware, software, network
equipment and personnel required to deliver the Services.
o StorageNetworks is responsible to orient appropriate Global Crossing
Operations, Sales, Professional Services and Product Management staff
on the Services prior to release of said Services. StorageNetworks
will orient additional Global Crossing personnel as appropriate.
Additionally, StorageNetworks is responsible to ensure that
StorageNetworks support personnel are adequately trained as required
to provide support to Global Crossing Customers with respect to the
data storage Services.
o StorageNetworks shall promote and market the Services to
StorageNetworks customers in and around locations with MDCs.
o StorageNetworks shall provide a Program Director to perform the
following functions:
1. Serve as marketing/sales liaison between the StorageNetworks and
Global Crossing sales forces.
2. Develop StorageNetworks sales programs to target new prospects
and key accounts.
3. Support the preparation of proposals.
4. Plan and conduct Customer visits.
5. Address operational, customer, engagement and related matters.
5. PROGRAM MANAGEMENT
5.1. Management Personnel and Meetings. Each Party shall designate one (1)
employee to serve as that Party's executive representative for the
Program (each, an "Executive Representative"). The Executive
Representatives will oversee and direct the activities of the Program.
The Executive Representatives shall meet as frequently as necessary,
but in no event less than 4 times per year.
Each Party shall designate one or more program director(s) (each, a
"Program Director") to manage that Party's day-to-day sales and
operational activities in accordance with this Agreement and direction
from the Executive Representatives. The Program Directors shall meet
as frequently as necessary, but in no event less than 4 times per
year. If the Program Directors cannot resolve an issue, they shall
submit such issue to the Executive Representatives for resolution.
Each Party shall provide the other Party written notice of a change in
a designated Executive Representative or Program Director and identify
an appropriate replacement, in writing as soon as practicable
thereafter.
Each party agrees to conduct a joint annual review of the agreement
inclusive of operations, costs, prices and historical performance.
5.2. Key Business Objectives. The Parties shall evaluate performance of the
Program in accordance with the key business and performance objectives
(the "Objectives") attached hereto as Exhibit D. The Objectives
address
7
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
targets for implementation schedule, revenue and sales incentives. The
Executive Representatives shall review and modify the Objectives on an
annual basis.
5.3. Customer Engagement. The Parties shall jointly coordinate all manner
of customer documentation and management as it pertains to the
customer account. Specifically, the Parties will determine what
documents customers sign for storage services, who the contracting
parties are, and who has authority to modify standard documentation.
5.4. Upon execution of this Agreement, Global Crossing and StorageNetworks
both agree to promptly and mutually engage the respective sales forces
for education concerning the services and exchange of current or
prospective customer account information as it pertains to the
development of the services.
5.5. Marketing/Advertising and Promotional Material. The parties shall
jointly design and develop all marketing materials to be used in
connection with the Services (the "Marketing Materials"). All press
releases, advertising and promotional material relating to the Program
shall be approved in advance by each Party. The Parties shall
designate marketing representatives to coordinate all advertising and
promotional material relating to the Program. Each party shall be
responsible for its own internal time and expenses utilized to develop
the Marketing Materials. The costs of developing, preparing,
conducting, delivering and/or distributing all joint marketing
activities and collateral shall be borne equally by the Parties.
5.6. Project Teams. Each party shall select a project team to guide the
implementation and release of the Services. A roster for such teams
and the team members responsibilities is attached as Exhibit J.
5.7. Responsibility for Personnel. Each Party shall have responsibility for
all acts and omissions of their respective personnel with respect to
the performance of this Agreement.
5.8. Personnel Related Benefits and Taxes. Neither party shall have any
obligation for any employee-related benefits applicable to the other
Party's personnel performing services pursuant to this Agreement. Each
party shall their employee's portion of FICA and for withholding
income for federal and state income tax purposes to the extent
required by law.
6. CHARGES, PAYMENT AND INVOICING
6.1. Global Crossing shall pay StorageNetworks for the Services performed
in accordance with the schedule of charges for the Services described
in Exhibit A, and for any additional Services that may be added to by
the Parties.
6.2. StorageNetworks will issue an itemized invoice at the end of each
month for Services that are utilized out of the S-POP's located in the
Media Distribution Centers during said month.
6.3. Global Crossing will not be liable for any expenses or costs incurred
by StorageNetworks other than the charges for Services described in
Exhibit A, unless prior approval is obtained by StorageNetworks from
Global Crossing in writing.
6.4. Each invoice submitted by StorageNetworks to Global Crossing shall
itemize the Services provided, and details of any approved expenses or
costs, and will be payable in United States dollars.
6.5. Global Crossing shall issue payment by check, wire transfer, or as
otherwise agreed no later than thirty (30) days following receipt of
an invoice, except for those items in such invoice disputed in good
faith.
8
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
7. CONFIDENTIALITY
7.1. The Parties acknowledge, understand and agree that the performance of
this Agreement may require the disclosure to the other of, or each may
come to know, trade secrets, proprietary and confidential information
and know-how of the other relating to aspects of their products,
businesses, competitive activities or relationships, and that their
respective businesses and competitive positions require that said
trade secrets and all such proprietary and confidential information
and know-how continue to remain secret and confidential. Global
Crossing and StorageNetworks each represents and warrants to the other
that it shall not use or gain any competitive advantage from said
secrets and information of the other party to the detriment of such
party.
Each party ("Recipient") shall keep confidential all secret,
confidential or proprietary information, knowledge or data of the
other that is submitted to it in writing marked confidential, or
conveyed orally to the other with the understanding that it is
proprietary, secret or otherwise confidential. This obligation of
confidence shall not apply to (a) any such information that is
currently or subsequently becomes part of the public domain, unless
wrongfully placed in the pubic domain by the Recipient, (b)
information which is rightfully obtained from any third party who is
not then bound by an obligation to maintain such information in
confidence or is developed independently by Recipient (as evidenced by
contemporaneous written records maintained in the ordinary course of
business), or (c) information which was known to Recipient prior to
its disclosure pursuant to or in anticipation of this Agreement (as
evidenced by contemporaneous written records maintained in the
ordinary course of business) provided that the source of such
information was not bound by any obligation to maintain such
information in confidence.
The Recipient shall not be prohibited from releasing such information
when such disclosure is required by law, regulation or pursuant to
legal process or is incidental to the performance of the Recipient's
obligations hereunder; provided, however, that the Recipient, upon
receipt of a subpoena or other such similar order or legal process,
shall promptly give written notice to the disclosing party to enable
the disclosing party to seek a protective order or other such
appropriate relief.
Neither Global Crossing nor StorageNetworks will use each other's
trademarks, service marks or other proprietary information without the
prior written consent of the other party. In addition to the
foregoing, the terms and conditions of this Agreement shall be deemed
confidential information; provided, however, the fact of the existence
of this Agreement may be disclosed in accordance with the
aforementioned circumstances.
9
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
8. EXCLUSIVITY
8.1. This Agreement shall in no way restrict either Party's ability to
market or provide its services or products to any end-user of such
services or in conjunction with any third party or parties.
8.2. StorageNetworks agrees that, during the term of this Agreement, if it
determines to locate an S-POP in any metropolitan area in which (i)
StorageNetworks does not currently have an S-POP and (ii) Global
Crossing has an operational or planned facility capable of supporting
an S-POP in accordance with the requirements set forth in Exhibit F,
StorageNetworks will provide Global Crossing a right of first refusal
to host such new S-POP, exercisable within ten (10) days of
StorageNetworks' notice to Global Crossing of its intention to locate
such S-POP. This right of first refusal shall apply only to the first
S-POP StorageNetworks determines to locate in such metropolitan area
and shall not apply if (a) a customer or customers who are or have
already committed to another provider's facilities and then choose to
seek services from StorageNetworks or (b) Global Crossing is not able
to meet StorageNetworks timeline or other specifications for such
S-POP.
8.3. During the term of this Agreement, Global Crossing agrees not to
develop in-house Services that compete with the Services.
9. TERMINATION
9.1. Termination for Failure to Achieve Objectives. Either Party may
terminate this Agreement upon ninety (90) day written notice if the
Objectives have not been achieved on a timely basis. Any such notice
shall specify in detail the Objectives that the terminating Party
believes have not been achieved.
9.2. Termination for Cause. Either Party may terminate this Agreement upon
thirty (30) days prior written notice if the other Party breaches any
material provision of this Agreement and fails to cure such breach
within the thirty (30) day notice period. In the event of a
termination pursuant to this Section, the Parties will attempt to
negotiate in good faith an appropriate transition for any joint sales,
marketing or operations activities in progress.
9.3. Effect of Termination or Expiration. The termination or expiration of
this Agreement shall terminate the obligations of the Parties to
perform any joint marketing activities hereunder but no such
termination shall have any effect on any existing agreements with
Customers for Services, which will continue in full force and effect
until terminated as per the terms of the individual Customer
agreements.
9.4. Post-Termination Relationship. Should this agreement be terminated or
expire, the Parties will enter into a Master Service Agreement, in the
form of Exhibit H hereto, for any then presently occupied MDC-based
S-POP that StorageNetworks elects to continue occupying following such
termination of expiration. In such event, StorageNetworks will become
a customer per the Service Order attached hereto as Exhibit C at such
locations.
10. SERVICE LEVEL AGREEMENT
10.1. The data storage services described in exhibit A will be provided at
service levels defined in the Service Level Agreement in Exhibit G.
Upon mutual agreement by both parties, changes can be made to the
Service Level Agreement to meet service and customer requirements.
10.2. Global Crossing will pass service levels onto Customers that are
equal to or lower than the service level set forth in the mutually
defined Service Level Agreement.
10
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
11. OWNERSHIP OF INTELLECTUAL PROPERTY
11.1. Branding. Services shall be co-branded as determined by the Parties
under the direction and continuity of the Project Team marketing
representatives. Said Services, although branded under the Global
Crossing naming conventions, will be marketed as being provided by and
through StorageNetworks. Both companies' logos shall appear on all
marketing or promotional materials utilized in reference to Disk on
Demand services (e.g. websites, hardcopy data sheets, brochures).
11.2. Trade/Service Marks. Trade and Service Marks associated with Global
Crossing's promotion of the Service will, to the extent possible, be
jointly owned by the Parties.
11.3. Intellectual Property Ownership. Software and other intellectual
property developed by StorageNetworks at the request of Global
Crossing or in the course of performing Services, shall remain the
property of StorageNetworks. Software and other intellectual property
developed by Global Crossing in the course of supporting the Services,
shall remain the property of Global Crossing.
12. WARRANTIES
12.1. Each Party represents and warrants it has full power and authority to
enter into and perform this Agreement, and that the person signing
this Agreement on its behalf has been properly authorized to enter
this Agreement.
13. LIABILITY
13.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN AN
ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. DISPUTE RESOLUTION
14.1. Neither Party may bring a dispute arising in connection with this
Agreement before any judicial or quasi-judicial entity unless and
until the aggrieved Party notifies the other Party of the claim and
attempts to resolve the dispute by causing the Executive
Representatives to meet within thirty (30) days following notice of a
controversy or claim to attempt to resolve the dispute in good faith.
Prior to such meeting, the Parties shall investigate the circumstances
of the dispute.
14.2. If the Party's Executive Representatives cannot resolve the dispute at
this meeting, or the non-aggrieved Party refuses to cooperate, the
aggrieved Party may then pursue any and all available remedies. In the
event that the non-aggrieved Party has refused to cooperate in the
dispute resolution meeting and the aggrieved Party ultimately prevails
at trial or in another agreed to form of alternate dispute resolution,
the aggrieved Party may recover its reasonable attorney's fees.
15. INDEMNIFICATION
15.1. Global Crossing Indemnity. Global Crossing shall indemnify and hold
-------------------------
StorageNetworks, its parent, subsidiaries and affiliates, if any, and
the respective employees and agents of any of them, harmless from and
against any and all claims, liabilities, losses, damages and causes of
action relating to bodily injury, death, or property damage directly
caused by the intentional or negligent acts or omissions of Global
Crossing in the performance or
11
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
nonperformance by Global Crossing of this Agreement; provided,
however, that Global Crossing shall not be responsible for injury
attributable to the acts or omissions of StorageNetworks, its parent,
subsidiaries and affiliates, if any, or the respective agents and
employees of any of them.
15.2. StorageNetworks Indemnity. StorageNetworks shall indemnify and hold
-------------------------
Global Crossing, its parent, subsidiaries and affiliates, and the
respective employees and agents of any of them harmless from and
against any and all claims, liabilities, losses, damages, and causes
of action relating to bodily injury, death, or property damage
directly caused by the intentional or negligent acts or omissions of
StorageNetworks in the performance or nonperformance by
StorageNetworks of this Agreement; provided, however, that
StorageNetworks shall not be responsible for injury attributable to
the acts or omissions of Global Crossing, its parent, subsidiaries and
affiliates, or the respective agents and employees of any of them.
16. GENERAL
16.1. Independent Contractor. Nothing contained in this Agreement shall be
deemed or construed as creating a joint venture or partnership between
Global Crossing and StorageNetworks. Neither Party is authorized as an
agent, employee or legal representative of the other Party. Except as
specifically set forth herein, neither Party shall have power to
control the activities and operations of the other and their status
is, and at all times will continue to be, that of independent
contractors. Neither Party shall have any power or authority to bind
or commit the other.
16.2. Headings. Headings used in this Agreement are for reference only and
--------
shall not be deemed a part of this Agreement.
16.3. Applicable Law. This Agreement shall be interpreted, construed and
--------------
governed by the internal laws of the State of New York, without regard
to its conflicts of law provisions.
16.4. Assignment. This Agreement and the rights and obligations may not be
----------
assumed, assigned and/or delegated without the prior written consent
of the other Party other than to a corporation controlled by,
controlling or under common control with the assigning Party.
16.5. Notices. All notices, requests, demands, or communications required or
permitted hereunder shall be in writing, delivered personally or by
telex, telegram, or certified, registered, or express mail at the
respective addresses set forth above (or at such other addresses as
shall be given in writing by either Party to the other). All notices,
requests, demands or communications shall be deemed effective upon
personal delivery on the calendar day following the date of the telex,
telegram, or when received if sent by registered, certified, or
express mail.
16.6. Entire Understanding. This Agreement shall become binding when signed
--------------------
by both Parties. This Agreement constitutes the entire understanding
of the Parties hereto, and supersedes all prior or contemporaneous
written and oral agreements, regarding the subject matter hereof,
including specifically and without limitation the Letter of Intent
dated as of August 12, 1999, a copy of which is attached hereto as
Exhibit E. Notwithstanding the foregoing, nothing herein shall affect
any nondisclosure agreement between the Parties entered into prior to
the Effective Date. This Agreement may not be modified or amended
except in writing signed by both Parties. No third party shall have
any interest herein or be deemed a third Party beneficiary of this
Agreement.
16.7. Excusable Delay. If the performance of this Agreement, or of any
---------------
obligation hereunder, is prevented, restricted or interfered with by
reason of (i) acts of God; (ii) wars, revolution, civil commotion,
acts of public enemies, blockage or embargo; (iii) acts of any
Government in its sovereign capacity; (iv) labor difficulties,
including, without limitation, strikes, slowdown, picketing or
boycotts; or (v) any other circumstances beyond the reasonable control
and without the fault or negligence of the Party affected, the Party
affected, upon giving prompt notice to the other Party, shall be
excused from such performance on a day-to-day basis.
12
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
16.8. Survival. The obligations of the parties under this Agreement, which
--------
by their nature would continue beyond termination, cancellation, or
expiration of this Agreement shall in all cases survive the
termination, cancellation or expiration of this Agreement.
16.9. Waiver. The failure of either Party to insist on the strict
------
performance of any terms, covenants and conditions of this Agreement
at any time, or in any one or more instances, or its failure to take
advantage of any of its rights hereunder, or any course of conduct or
dealing shall not be construed as a waiver or relinquishment of any
such rights or conditions at any future time and shall in no way
effect the continuance in full force and effect of all the provisions
of this Agreement.
STORAGENETWORKS, INC. GLOBAL CROSSING, LTD.
By: ________________________ By: _______________________
Title: _______________________ Title: ____________________
Date: ______________________ Date: _____________________
13
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
EXHIBITS
--------------------------------------------------------------------------------
Exhibit A: Description of the Services
Exhibit B: Implementation Plan
Exhibit C: Co-Location (Service Order) Agreement
Exhibit D: Key Business and Performance Objectives
Exhibit E: Letter of Intent
Exhibit F: Facility Requirements
Exhibit G: StorageNetworks Service Level Agreement
Exhibit H: Global Crossing Master Service Agreement
Exhibit I: Mutual Inducements
Exhibit J: Project Teams
Exhibit K: Marketing Engagement Plan
Exhibit L: Sales Rules of Engagement
14
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Exhibit A DESCRIPTION OF THE SERVICES
--------------------------------------------------------------------------------
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
SERVICES OVERVIEW
StorageNetworks will provide an enterprise disk on demand utility that
will be deployed in Global Crossing Media Distribution Centers. Based
on the disk on demand utility, StorageNetworks and Global Crossing will
provide the following services in accordance with the Implementation
Plan (Exhibit B).
Enterprise Storage Services
The Enterprise Storage Service provides Global Crossing "hosting"
customers with access to a centralized disk utility that is capable of
supporting at least 1TB of data per customer. For this service Global
Crossing will be responsible for providing fiber-channel access from
the customer location(s) within the Media Distribution Center to
internally dispersed switches that are deployed and managed by
StorageNetworks. It is StorageNetworks responsibility to extend the
access from the switch to a centralized Storage Services utility.
In instances where fiber connectivity is utilized to link one or more
MDCs for purposes of delivering the Services, Global Crossing will be
responsible for procurement and deployment of such fiber connectivity
to switches that are deployed and managed by StorageNetworks. It is
StorageNetworks responsibility to extend Global Crossing's provided
fiber connectivity from the switch to a centralized Storage Services
utility.
For the initial release customer acquisition of disk space for the
Enterprise Storage Services utility will be through a Global Crossing
service upgrade and authorized by a signed Global Crossing Service
Order.
Global Crossing may dictate List Price and "actual" price for all
services sold by Global Crossing sales channels. For these Services
StorageNetworks will receive [**] for each raw gigabyte of storage used
(based on mirrored configuration equating to [**] for each useable
gigabyte). All payments will be made based on a monthly (itemized)
invoice.
Global Crossing may charge an installation fee necessary to cover the
costs associated with setup and installation of service.
StorageNetworks will not use the system or subsystems for customers
other than those of Global Crossing without express permission from
both parties.
Global Crossing will partner operationally and financially with
StorageNetworks in the deployment of the StorageNetworks StoragePortsm
connectivity program for the pre-wiring of hosting cages in all MDCs
where the Services are to be offered.
Both parties agree to pursue the DO NOT DELETE ANYTHING IN THIS
PARAGRAPH [**] program of [**] in all MDCs where the services are to be
offered. The physical devices for the [**] program shall prominently
display the services branding (e.g. Disk on Demand via StorageNetwork
StoragePortTM)and/or corporate logos of the parties.
15
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
[GRAPHIC]
Diagram of Enterprise Storage Services
The Disk on Demand Service, designed, deployed and maintained by
StorageNetworks, will be constructed in a modularized design to ensure full
scalability. The design illustrated below is the minimum deployment based
on anticipated Service usage and growth. StorageNetworks is responsible for
the stability of the Service and is expected to make any technological and
architectural changes required.
16
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Figure 1. Diagram of the Enterprise Storage Service
End to End Client Connectivity
------------------------------
[GRAPHIC]
17
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
Professional Services for the Enterprise Storage Services Architecture
Professional Service fees will be charged on a usage basis and as such will
not be presented as a pre-packaged service offering. Instead
StorageNetworks will provide Professional Services to all Global Crossing
customers on an "as needed" basis at the following price.
SNI Professional Services
Price: [**] per hour, or such other amount as StorageNetworks may
determine
For the Professional Services incurred by StorageNetworks for Global
Crossing customers, StorageNetworks will invoice Global Crossing
directly at the above mentioned price. StorageNetworks can change price
as required provided that Global Crossing is notified in writing of any
change in "List Price" for Professional Services. Global Crossing will
invoice the customer [**] per hour for said services.
In addition there will be a set "Storage Assessment" package that will
be sold as part of the overall Service offerings. The Storage
Assessment package incurs the following action items;
1. Storage Assessment
Usage requirements
Environment survey
Service Level requirements
2. Storage Design
Capacity Planning
Primary storage design
Continuity plan design
Backup/Restore design
18
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Disaster Recovery design
3. Storage Implementation
Detailed Professional Services offerings for the Services will
be jointly determined and marketed by the Parties and added as
an addendum to the Agreement within a reasonable time period
signing of the Agreement and prior to release of the Services.
19
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Exhibit B IMPLEMENTATION PLAN
--------------------------------------------------------------------------------
The Implementation Plan is a timeline for the installation and release of
the Services defined in Exhibit A.
Location; The physical location in which StorageNetworks will install the
StorageNetworks equipment required to introduce and support the data
storage Services described in Exhibit A. Storage Networks agrees to provide
service to all Global Crossing MDC facilities within the metro region where
the Service is installed.
Date Installed; The date by which equipment (defined in Service Diagrams,
figure. 1 and 2) will be placed into the Location.
Release Date; The date by which the Services described in Exhibit A will be
able to be sold, installed, supported and billed.
Should the actual release date be more then 45 days after the release date
stated below a Written Report must be provided by both parties detailing
the cause of the delay. Based on this report, should either party be found
derelict in its responsibilities, the other Party may terminate this
Agreement upon thirty (30) days written notice.
---------------------------------------- -------------------------------------- --------------------------------------
Location Date Installed Release Date
---------------------------------------- -------------------------------------- --------------------------------------
Global Crossing Jan 15, 2000 February 1, 2000
Media Distribution Centers
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------------------- -------------------------------------- --------------------------------------
Global Crossing Nov 31, 1999 December 15, 1999
Media Distribution Center
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------------------- -------------------------------------- --------------------------------------
Global Crossing Nov 31, 1999 December 15, 1999
Media Distribution Centers
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------------------- -------------------------------------- --------------------------------------
StorageNetworks agrees to install StorageNetworks equipment in the
following geographies, as Global Crossing Media Distribution Centers become
available, if and only if sufficient pre-orders exist for data storage
Services from such MDCs to justify such installation or if StorageNetworks
determines that historical sales performance at existing S-POPS located in
MDCs justify such installation:
o Los Angeles, California o Seattle, Washington
o Chicago, Illinois o London, England
o Boston, Massachusetts o Melbourne, Australia
o Austin or Dallas, Texas
Additions or changes in locations can be made. Global Crossing agrees to
give StorageNetworks no less then ninety (90) days notice prior to these
Media Distribution Centers coming available.
20
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
Exhibit C CO-LOCATION AGREEMENT (Service Order)
--------------------------------------------------------------------------------
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote omissions.
Should either party terminate this contract for any reason StorageNetworks
will be billed for Global Crossing services at locations StorageNetworks
elects to continue to occupy according to the following Service Order.
Should this happen, the nature of relationship by and between Global
Crossing will change; StorageNetworks will become a "standard customer" of
Global Crossing. As such StorageNetworks will be entitled to the "standard"
Global Crossing Master Service Agreement.
[LOGO] FRONIER Service Order #50 Service Order Term: 18 Months
GLOBALCENTER MSA # 2.5 Service Order Date: TBD
One Time Installation Fees:
-------------- -------------------------------------------------------------------------- ------------ --------------- -----------
Item # Description Qty. Unit Total
Price
-------------- -------------------------------------------------------------------------- ------------ --------------- -----------
1 Installation (S-POP, Media Distribution 3 [**] [**]
Center) Issued on a per installation
basis.
2 Professional Service (Installation at 30 [**] [**]
[**]/hour)
Issued on a per installation basis.
-------------- -------------------------------------------------------------------------- ------------ --------------- -----------
16.10. One Time Total
[**]
Monthly Recurring Fees:
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
Item # Description Qty. Unit Total
Price
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
1 Monthly rentals of secure space in a Media Distribution Center 3 [**] [**]
(MDC). Unit price per MDC based on a 1,200 square foot area. (caged).
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
2 Monthly fee for additional power requirements. Unit price per MDC 3 [**] [**]
based on a maximum consumption of 135 kVA.
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
3 Operations/Professional Service support. This is the time spent 3 [**] [**]
installing/maintaining the fiber-channel storage architecture. Unit
price per MDC based on a maximum of [**] hours per month ([**]/hour).
=
-------------- ---------------------------------------------------------------------------- ---------- -------------- ------------
16.11. Monthly Recurring Fee [**]
--------------------------------------------------------------------------------------------------------------------- ------------
21
[GRAPHIC] This information (data) contained in this Agreement constitutes a
trade secret and/or information that is commercial or financial and
confidential or privileged.
TERMS and CONDITIONS:
Monthly recurring charges for space, power and professional services
commence 30 days from the execution of this Service Order.
Cartage fees and off-hours elevator service fees charged by building
management at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, NYC for client moves, trash and packing
material disposal will be the responsibility of the client.
22
Exhibit D Key Business and Performance Objectives
--------------------------------------------------------------------------------
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
August 1999
Sign LOI
Create Definitive Agreement
Design "standard" Architecture
September 1999
Select Project Teams
October 1999
Sign Definitive Agreement
November ▇▇▇▇
▇▇▇▇▇▇ Services in Herndon MDC Deploy Services in Sunnyvale MDC Press Release
on Services Assign directors from each Party Begin joint marketing activities
Target Global deployment sites
December 1999
Launch the Initial Service(s) Plan for additional services (SafePACS) Train
Sales Identify further reference accounts
▇▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇ Services in New York MDC
Minimum Revenue Goal:[**]
Launch additional services (SafePACS)
Release joint marketing collateral
Execute on global deployment schedule
Quarter 2, 2000
Minimum Revenue Goal: [**]
Launch NFS Services in Targeted Markets
Conduct annual alliance review, Q1
Quarter 3 2000
Minimum Revenue Goal:[**]
Quarter 4, 2000
Minimum Revenue Goal:[**]
Year 2, 2001
Minimum Revenue Goal: [**]
Conduct annual alliance review, Q1
Year 3, 2001
Discuss extension of Definitive Agreement
Minimum Revenue Goal:[**]
Conduct annual alliance review, Q1
Exhibit E LETTER OF INTENT (LOI)
--------------------------------------------------------------------------------
Letter of Intent ("LOI") between
Frontier GlobalCenter ("Frontier GlobalCenter")
and
StorageNetworks, Inc. ("StorageNetworks")
The Effective Date of this LOI will be August 12, 1999. (Signed and
agreed).
The objective of the relationship between Frontier GlobalCenter and
StorageNetworks is to collaborate in the joint development and marketing of
the Frontier GlobalCenter "Liquid Storage" Services powered by
StorageNetworks. Through this relationship, Frontier GlobalCenter will be
able to deliver these services to new and existing customers by October 30,
1999.
Both parties agree that this LOI is non-binding, and intend to negotiate
and execute a Definitive Agreement that will be binding and will contain
the complete understanding between both companies. The Definitive Agreement
will be executed within 30 days of the Effective Date above or all terms of
this LOI will be considered void, unless it is agreed mutually in writing
to extend this period.
Unless otherwise agreed to mutually, transfer of all information identified
as "Advanced Technology" between the parties is considered confidential and
subject to the existing non-disclosure agreement between both parties.
Each party will exercise every effort to promote joint Frontier
GlobalCenter/ StorageNetworks Enterprise Data Storage Services to the
relevant customer base. However, the nature of this relationship shall
remain non-exclusive, and each party may independently team with other
providers to ensure that customer requirements are met.
It is understood that Frontier GlobalCenter and StorageNetworks will
utilize EMC hardware and software technologies to enable the Frontier
GlobalCenter "Liquid Storage" Services powered by StorageNetworks.
StorageNetworks will be responsible for the development, co-marketing,
delivery and support of the "Liquid Storage" Services. Frontier
GlobalCenter will be responsible for co-development, co-marketing and
support of the services and for providing Data Center facilities.
Within 60 days of execution of the Definitive Agreement, StorageNetworks
agrees to deploy the requisite personnel and network resources and locate
the appropriate storage hardware in Frontier GlobalCenter's Sunnyvale (444
Toyama Avenue), Herndon (380 ▇▇▇▇▇▇▇ Parkway) and New York (111 8th Avenue)
Data Centers, to commence delivery of Frontier GlobalCenter's "Liquid
Storage" Services powered by StorageNetworks.
Both parties agree to pursue offering both Intra-Data Center and Inter-Data
Center service offerings, to optimize leverage of the Frontier GlobalCenter
infrastructure and the overall value proposition for Frontier GlobalCenter
"Liquid Storage" Services powered by StorageNetworks. The initial services
to be delivered include:
o Intra-Data Center - Data on Demand "Liquid Storage" Services
o Inter-Data Center - High-Availability "Liquid Storage" Services
Frontier GlobalCenter agrees to achieve a minimum per site sales revenue
target (to be specified in the Definitive Agreement) for "Liquid Storage"
Services powered by StorageNetworks, based on annualized revenue streams
per Frontier GlobalCenter Data Center.
Frontier GlobalCenter agrees to evaluate Frontier GlobalCenter "Liquid
Storage" Services powered by StorageNetworks for its own in-house IT
storage infrastructure.
Frontier GlobalCenter agrees to consider the Frontier GlobalCenter "Liquid
Storage" Services powered by StorageNetworks as the preferred storage
architecture supporting Frontier's application services.
Frontier GlobalCenter agrees not to develop in-house Enterprise Data
Storage Services to compete with the Frontier GlobalCenter "Liquid Storage"
Services powered by StorageNetworks, during the term of the Definitive
Agreement.
Resources: Both parties agree to provide the required cross-functional
resources to market, promote, and position these services. Specifically, a
joint project team will be established by no later than August 23, 1999 and
will be accountable for the marketing, operations and sales logistics
associated with meeting the October 30, 1999 availability.
Go to Market: Both parties agree to conduct a joint review within 14days of
the Effective Date, to share and evaluate targeted Frontier GlobalCenter
customer information, for the purpose of immediately commencing joint sales
efforts. Details regarding further terms of engagement, training,
productization and marketing will be enumerated and defined.
Planning: A joint management team will be identified and responsible for
execution of this LOI and the Definitive Agreement, as well as managing the
schedule and all deliverables, until it is appropriate to assign
operational responsibility to the joint project team.
Messaging: Both parties jointly will construct appropriate messaging for
all audiences to which this relationship will be addressed, including each
sales force, customers, EMC, press, other collaboraters and the industry in
general.
Branding: Both parties agree to co-brand this offering.
Sales Incentives: Both parties agree to consider specific compensation
and/or acknowledgement for their respective sales forces as incentive to
driving revenue from these services.
Web Exposure: Both parties agree to consider featuring hot links from each
other's website.
Future Directions: Both parties agree to establish a roadmap for future
considerations in potential joint development for services, geographical
expansion and expanding the scope of the Frontier GlobalCenter/
StorageNetworks relationship.
Co-location Agreement: Both parties agree to execute a Frontier
GlobalCenter co-location agreement to be exercised in the event that a
Definitive Agreement is not realized.
Both parties agree to joint press announcements, upon execution of this
LOI, addressing the nature of the relationship.
StorageNetworks, Inc. Frontier GlobalCenter, Inc.
/s/▇▇▇ ▇'▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------- ----------------------------
▇▇▇ ▇'▇▇▇▇, V.P. Business Development ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Dir. of Product
Management
Exhibit F STORAGENETWORKS FACILITIES REQUIREMENTS
--------------------------------------------------------------------------------
September 7, 1999 V1.1
Overview
This specification details the physical infrastructure requirements for any
StorageNetworks S-POP. Physical infrastructure includes all of the
following: electrical; cooling; fire suppression; access; and any other
activity required to support the customer. Global Crossing and
StorageNetworks may agree to alter specific S-POP requirements to meet MDC
availability and market demand. Such alterations need to be agreed and
documented by both parties.
Physical Space
StorageNetworks will be utilizing space within facilities designed and
maintained by select co-location vendors. The preferred format for this
space is a "Separate Room" facility, with independent air conditioning,
fire protection and access control. While facilities with various abilities
to meet our recommended specifications will be considered when business
dictates. The following list includes aspects of our recommended
specifications:
o Reinforced (200 lbs/sqft) raised flooring (greater than = 12")
o Ability to move equipment not larger than 37"d x 69"w x 75"h from loading
docks to facility
o The data center should be designed in such a way to allow access to areas
necessary for routine operations with out having to enter the data space.
o Secure short term storage
o 93" ceiling height in SPOP
o Access to a staging/work
Physical Security
StorageNetworks treats customer data with the highest levels of security
and as such our facilities must be secure and safe. In each facility access
is granted on an as needed basis. Facilities must be in place to validate a
person's identity and allow appropriate access. Key Cards/Palm readers (or
equivalent) will be required for access to technical operations spaces. The
S-POP will be subdivided into functional working areas, network facilities,
tape operations, and storage systems.
Networking
Each S-POP must have access to outside connections that can be brought into
the building and fed to our equipment. These connections may be leased
lines (i.e., T1, T3) or direct fiber connections from external providers.
It is strongly desirable to have multiple entry points into the building
with diverse routing to our S-POP location within the site.
A/C Power UPS/Generator/Battery/Transform
Auxiliary/Emergency power shall be designed to run at no more than 70% full
load (completely built-out). UPS power should provide minimum 20 minutes
battery capacity in an n+1 configuration for all data equipment. Generators
will be used for long-term back-up power. The generation facilities should
support not only the storage environment but also the environmental systems
(AC, lighting, etc.). Each generator should have tank capacity to support a
minimum of twelve running hours and sized appropriately to support a full
UPS load at 60% of design capacity.
A/C should be provided such that any single point of failure will still
leave enough cooling within the S-POP to provide for the equipment (n+1)
S-POPs will be required to have water proofing on all electrical
connections. Redundant sources of power from different access point within
the building are recommended. Where possible each S-POP should draw power
from multiple power grids.
Service requirements for a typical S-POP are detailed below. These
requirements are based on an assumption of a facility sized to accommodate
complete installation of 12-EMC Symmetrix 3930-36. This is the typical size
of a fully built out S-POP.
------------------------------------------------------------------------------
S-Pop Configuration Initial At Capacity
Facility
Startup
------------------------------------------------------------------------------
Size (Usable Sq. Ft.) 1200 1200
------------------------------------------------------------------------------
Symmetrix Installed 4 12
------------------------------------------------------------------------------
AC Required 11 Tons 33 Tons
------------------------------------------------------------------------------
Power Required 45 KVA 135 KVA
------------------------------------------------------------------------------
Fire Suppression
Each S-POP computer room will use FM200 (or equivalent) fire suppression
systems where legally available in each region. This system will have above
and below floor distribution. All sensors will notify via local alarm as
well as triggering event notification at the Global Command Center. The
S-POP Operations Manager is the crisis manager in the event of a fire
discharge. If water based suppression systems are mandated by fire code
they should be Dry Pipe Systems (Pre-Action).
Flood Control
Each data center floor should have flood control sensors as well as ceiling
protection. Electrical water damage shielding should be on all connections.
Floor sensors should be placed to capture accidental discharge from cooling
systems.
Monitoring
All facilities and equipment in the S-POP will be remotely monitored at the
Global Command Center located in the StorageNetworks corporate offices in
Waltham, MA. StorageNetworks will provide system and data storage
monitoring equipment. First level monitoring of environment (i.e., power,
A/C) will be negotiated based on the design of each S-POP, though some
level of notification (i.e., direct device monitoring, call-list) must be
provided to StorageNetwork's Global Command Center.
Where StorageNetworks co-locates with a facilities partner, the facilities
partner must advise of any changes in the physical plant ASAP. The
Operations Manager of each S-POP is responsible for oversight of the
collocation partner.
Documented Policies/Procedures
All facilities should have documented policies/procedures available for
inspection by StorageNetworks on all aspects of facility management,
security, work in production areas, etc. Further, the facility should be
able to demonstrate that such documentation is strictly adhered to.
Regional Considerations
All facilities should be additionally protected against acts of nature that
are known to occur in the geographic area of the S-POP. Examples of this
are hurricanes, earthquakes and flooding.
Example Equipment Specification
-------------------------------------------------------------------------------------------------------------------
EMC 3930-36
-------------------------------------------------------------------------------------------------------------------
Power Operating Limits
-------------------------------------------------------------------------------------------------------------------
Circuit Breaker (Amps) 50 Ambient temperature 59-90(degree)F /
10-38(degree)C
-------------------------------------------------------------------------------------------------------------------
Line ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, ▇ wire Relative humidity 20-80
-------------------------------------------------------------------------------------------------------------------
Power Consumption 9.68 kVA Elevation 8,000 ft /
2,500 m
-------------------------------------------------------------------------------------------------------------------
Raised floor Required
-------------------------------------------------------------------------------------------------------------------
Connector Russellstoll 9P45U2
-------------------------------------------------------------------------------------------------------------------
Size and Weight Cooling
-------------------------------------------------------------------------------------------------------------------
Height 74.9 in (190.3 cm) Heat Dissipation 33,045 BTU/hr
-------------------------------------------------------------------------------------------------------------------
Clearance Required 18 in (45.7 cm) Cooling Required 2.75 Tons
(tons)
-------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------
(tons)
-----------------------------------------------------------------
Width 68.7 in (174.5 cm)
-----------------------------------------------------------------
Depth 36.4 in (92.5 cm)
-----------------------------------------------------------------
Weight 3127 lbs. (1421 kg)
-----------------------------------------------------------------
Service Access Front 48.0 in (122.0 cm)
-----------------------------------------------------------------
Service Access Rear 36.0 in (91.5 cm)
-----------------------------------------------------------------
EXHIBIT G - SERVICE LEVEL AGREEMENT
--------------------------------------------------------------------------------
Service Level Agreement
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
This Service Level Agreement ("SLA") between Global Crossing Ltd. ("Global
Crossing" or the "Customer") and StorageNetworks, Inc. ("StorageNetworks")
is entered into pursuant to the Joint Marketing and Services Agreement
between Global Crossing and StorageNetworks (the "JMA"). Capitalized terms
used in this SLA and not otherwise defined shall have the meanings ascribed
to them in the JMA.
1. Purpose and Scope
1.1 The purpose of this SLA is to define service levels and operational
specifications of the services (the "Services") that StorageNetworks
will provide for GLOBAL CROSSING.
1.2 The Environment:
Global Crossing may change the environment as required.
1.3 StorageNetworks is to provide to Global Crossing the following storage
Services:
The service that Global Crossing requires to appropriately
support the Data on Demand Services architecture is
StorageNetworks' DataPACS-Live. The DataPACS-live option
provides:
Primary mirrored data
Access to high availability, high I/O, redundant data
Dedicated switched fabric storage area network
Total system monitoring and response 7x24x365
All onsite maintenance and services
Capacity planning services
[**]uptime (excluding planned downtime and Force Majeure
Events)
1.4 StorageNetworks is to provide to GLOBAL CROSSING the following
professional Services:
Storage Area Network design, installation and configuration for Data on
Demand as requested.
Storage capacity planning and management services of DataPACS-Base.
1.5 GLOBAL CROSSING is to provide the following:
Data Center infrastructure services (generation, cooling, and
un-interruptible power supply (UPS)) to be maintained and monitored by
Global Crossing including 7x24 contact and escalation information.
2. Definitions
2.1 The following defined terms used in this SLA.
Change Management: Management of any changes, initiated by either
-----------------
StorageNetworks or the Customer, that either directly or indirectly affect the
daily operational specifications or service level of the Services.
Data Center Services: StorageNetworks infrastructure services that provide for
--------------------
the health and availability of assets in StorageNetworks S-POPs.
DataPACS - Live -Primary managed storage service plus additional live copy of
---------------
primary data
DataPACS - Base -Primary manages storage services
---------------
Delivery Date: The date in which storage Services are first provided by
-------------
StorageNetworks under this SLA.
Disk on Demand: High availability, high performance, scalable disk storage
--------------
service provided by Global Crossing to customers
Event Notification: Communications between StorageNetworks and the Customer that
------------------
relate to identification, management, and resolution of events, including
scheduled or unscheduled outages and any event that may affect the Services.
Exceptions: Obligations not assumed by StorageNetworks under this SLA or
-----------
otherwise.
Fiber Network: Optical fiber infrastructure provided by StorageNetworks from the
-------------
Customer's facility to the StorageNetworks' S-POP.
Force Majeure Event: An event that causes StorageNetworks to be unable to
-------------------
fulfill its obligations under this SLA caused by flood, extreme weather, fire or
other natural calamity, acts of government agency, war, riot, civil unrest, work
stoppages or strikes, lack of equipment or software, or similar causes beyond
the control of StorageNetworks.
Redundancy: The extent to which StorageNetworks will provide back-up or
----------
duplicative specific Services or components that deliver Services. Specific
redundancies or the lack of redundancy will be defined in this SLA.
Remedy or Remedies: StorageNetworks response to specific events set forth in
------------------
this SLA.
Scheduled Outages: Time frames agreed upon between StorageNetworks and the
-----------------
Customer that define periods of time, during the Service Term, that
StorageNetworks and Customer temporarily interrupt any Services for upgrades,
maintenance, or for any other agreed upon reason or purpose, including an
established framework for scheduling and managing such outages.
Security: The precautions taken by StorageNetworks to protect the physical
--------
infrastructure that delivers Services to the Customer.
Service Term: Length of contracted Service obligation between StorageNetworks
------------
and the Customer.
StorageNetworks Operations Group: The StorageNetworks operations group,
--------------------------------
responsible for the daily delivery and management of Services provided to the
Customer.
Unscheduled Outages: Interruptions in Services arising from failures associated
-------------------
with Services provided by StorageNetworks or a Force Majeure Event. Such
interruptions include only interruptions to matters under StorageNetworks direct
control.
3. Terms of Services
StorageNetworks will provide the Services for a Service Term of [REDACT
NUMBER OF MONTHS] 12 months commencing on the Acceptance Date.
4. Service Level Change Request Procedures
4.1 Changes to this SLA may be requested at any time by either party. Since
a change could affect the fees, schedules or other terms of or related to
this SLA or the JMA both the Customer and StorageNetworks must approve each
change, and this SLA and/or the JMA must be appropriately amended, before
implementation of any change.
4.2 This procedure will be used by the Customer and StorageNetworks to
control changes in Services provided with respect to the SLA, the Service
levels of this SLA, changes to any deliverables under this SLA, and/or
changes to any other terms or conditions of this SLA.
o The project manager for the requesting party will submit a change
request ("CR") in writing. It will describe the change and include
whatever rationale and/or estimated effect the change will have on the
SLA and/or the JMA.
o The other party's project manager will review CR. The project manager
will weigh the merits of the proposed change and approve it, approve
it for investigation or reject it. If rejected, the project manager
will return the CR to the requesting party, together with the
reason(s) for rejection.
o Approval of a CR for investigation by both parties constitutes
authorization by the Customer of any fee proposed by StorageNetworks
to investigate the CR. During such investigation, the effect on the
price, estimated schedule or other terms of this SLA will be
determined. Following completion of such investigation, the requested
change will then be approved or disapproved for implementation.
o Approved changes will be incorporated into the SLA through written
modifications, which shall be signed by duly authorized
representatives of both parties.
5. Service Levels
5.1 Physical Facility
The physical facility is provided by Global Crossing and Global Crossing
assumes responsibility for the operations and maintenance of the physical
plant supporting the Services provided by StorageNetworks.
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
5.1.1 Security
Physical access to the StorageNetworks' floor space will be controlled by
the StorageNetworks Operations Group and will be restricted to authorized
StorageNetworks' employees and such other individuals specifically approved
and authorized by StorageNetworks who are accompanied by StorageNetworks'
personnel. Access by the Customer will be limited to representatives of the
Customer designated in writing to StorageNetworks. Such list of Customer
representatives will be supplied to StorageNetworks for security
verification. If the Customer wishes to gain access to the StorageNetworks'
floor space, arrangements must be made in advance with StorageNetworks
(typically a phone call on the day requested is all that is needed for
authorized personnel). At all times a StorageNetworks' employee must escort
Customer's representatives. All changes to the Customer's designated
representative security access list must be confirmed with StorageNetworks,
in a writing signed by an authorized representative of the Customer, [**]
prior to access to the facility for any new representative.
StorageNetworks will require security clearance to the Customer's facility
to install and maintain StorageNetworks equipment. StorageNetworks will
comply with all requirements deemed necessary by the Customer for
StorageNetworks' personnel and contractors (supplying support services for
equipment used by the Customer to gain access to the Services provided by
StorageNetworks) to gain access to the Customer's facility. StorageNetworks
will be responsible for all work performed by StorageNetworks personnel and
contractors while on Customer's premises.
StorageNetworks is not responsible for acts or omissions of Customer's
representatives that result in failure of, disruption to the, Services.
Customer will be responsible for, and will indemnify StorageNetworks for,
any damage or service interruptions caused by Customer's representatives
within the S-POP or otherwise, including any damage to any StorageNetworks
provided equipment.
5.2 StorageNetworks Fiber Network
StorageNetworks' Fiber Network is the physical cabling infrastructure that
connects Customer's data center or servers to the StorageNetworks' S-POP.
Typically, this network is built in a redundant fashion to provide
alternate routes between a customer and the StorageNetworks' S-POP. As
StorageNetworks will be collocating in the Global Crossing facility, the
Fiber Network applies only to the cables and related equipment needed to
connect the fiber distribution points with the StorageNetworks cage. The
Fiber Network will achieve [**] availability to the host provided that a
diversity route can be established between the two facilities (in some
cases software will be required to reside on a host to complete redundancy,
in such case, StorageNetworks will be responsible for software license).
StorageNetworks will work with the Customer to perform an audit to
determine where single points of failure might occur. If possible these
single points of failure will be eliminated. However, connectivity can be
accomplished and agreed to levels of availability can be delivered even if
a complete redundant network cannot be accomplished.
5.2.1 Security
Physical access to StorageNetworks' Fiber Network within a S-POP is managed
and maintained by StorageNetworks and its contractors and subcontractors.
Only authorized StorageNetworks' personnel,
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
contractors and subcontractors will be allowed to gain access to this
network within the S-POP. In addition, access to StorageNetworks' Fiber
Network and equipment within the Customer's facility will be restricted to
StorageNetworks' personnel, contractors and subcontractors.
The Customer must provide for a safe and secure facility to house
StorageNetworks' Fiber Network and equipment. StorageNetworks will work
with the customer on provisioning for the proper location of the
StorageNetworks' Fiber Network infrastructure.
5.3 Storage Services Hardware
StorageNetworks shall provide sufficient hardware to support the
environment as described above. StorageNetworks will administer BIN
changes, microcode upgrades and or other hardware/software
improvements/upgrades on behalf of Global Crossing subsequent to agreed
upon change management procedures. StorageNetworks will provide monitoring
services to the storage hardware. These services include periodic
monitoring of disk performance, cache memory usage and related performance
metrics available through the storage hardware and communications vendor
tools StorageNetworks will advise Global Crossing and its Customer of any
issues with performance of communications or storage hardware required for
the normal operation of the SPOP such as signal quality loss, error
retransmissions, disk failures, power or microcode failures. In the event
that the storage allocations are altered on the Global Crossing and its
Customer's applications servers, Global Crossing must advise
StorageNetworks of such change within a reasonable amount of time such that
StorageNetworks can coordinate with the appropriate hardware vendor to
update the BIN configuration. StorageNetworks shall not be responsible for
inconsistencies in the storage environment that result from changes in the
Global Crossing application server environment.
StorageNetworks as part of the monitoring service will notify Global
Crossing and its customer when storage usage is near the limits of the
allocated storage space.
6. Remedy
6.1 Remedies
In the event that, as a direct result of StorageNetworks actions or
inactions, the Services provided by StorageNetworks are unavailable for any
period beyond the permitted monthly downtime, the Monthly Fee payable for
the Services for such month, shall be reduced as follows:
Availability greater than or equal to [**]% but less than [**]% [**]% of the Monthly Fee total
Availability greater than or equal to [**]% but less than [**]% [**]% of the Monthly Fee total
Availability greater than or equal to [**]% but less than [**]% [**]% of the Monthly Fee total
Availability greater than or equal to [**]% but less than [**]% [**]% of the Monthly Fee total
Availability less than [**]% [**]% of the Monthly Fee total
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
The foregoing amounts are not cumulative. Such amounts shall be deemed as
liquidated damages, and in no event will the total of such liquidated
damages exceed [**]% of the Monthly Fee for the affected month.
6.2 Exceptions
StorageNetworks will have no liability for any failure to provide Services
(a) during any Scheduled Outage, (b) resulting from a Force Majeure Event,
or (c) caused, directly or indirectly, by the acts or omissions of Customer
or its representatives. In no event shall StorageNetworks be liable for any
special, indirect, incidental or consequential damages, (even if
StorageNetworks has been advised of the possibility of such damage),
including without limitation, lost profits or lost savings, loss of use of
services provided by third parties, cost of capital, cost of substitute
service(s) or re-procurement, downtime costs, or damages resulting from
loss of use of data or from third party claims.
7. Change Management
The Customer will be provided with at least [**] days prior written notice
of any changes made by StorageNetworks that affect the Services.
StorageNetworks will strive to minimize outages that may be caused by a
change, however, in the event that a outage is required, StorageNetworks
will work use best reasonable efforts to minimize the impact of the change
and schedule the outage based upon the Customer's and StorageNetworks'
requirements. If an outage is required, such outage will be considered a
Scheduled Outage. StorageNetworks intends to work with the Customer on all
Change Management issues in order to ensure that the Services are not
affected beyond the levels set forth in this SLA. StorageNetworks reserves
the right, however, to proceed with any change if it is determined, by
StorageNetworks, that the change will not cause harm to the Customer's
specific environment and/or is otherwise necessary.
8. Event Notification
StorageNetworks shall provide initial Event Notification to a designated
Customer representative by telephone, e-mail, pager or comparable
notification service within [**] of StorageNetworks becoming aware of an
event that has or may cause an Unscheduled Outage. In the event Customer
first becomes aware of such event, Customer shall promptly provide initial
Event Notification to StorageNetworks. Update information about the event
will continue on the [**] until either the event has been resolved or both
StorageNetworks and the Customer have determined a course of action that
does not require continued notification.
9. Escalation Procedures
The following defines the roles of the StorageNetworks' departments and
personnel responsible for managing an outage:
o StorageNetworks Customer Service - is a (24x7) service that
supports StorageNetworks customers on any issues related to the
services provided by StorageNetworks to the customer.
o Regional Operations Manager - is responsible for the daily
activity in S-POPs within the metropolitan area where the
services are provided.
o Level-2 Support - is an internal technical support team
responsible for resolving any issues related to services offered
by StorageNetworks. This team works closely with the departments
within StorageNetworks that provided services to customers and
also has direct contact with all of StorageNetworks contractors
and subcontractors that provide equipment or services to
StorageNetworks.
o Director of Worldwide Operations - is responsible for all S-POP
facilities and the services provided to customers.
The following procedures define the Escalation Procedures that
StorageNetworks will implement during an unscheduled outage:
o StorageNetworks Customer Service will be responsible for
resolving any issues during the first hour of an outage.
o StorageNetworks Customer Service will escalate to the Regional
Operations Manager and Level-2 Support at the beginning of the
second hour.
o StorageNetworks Customer Service will escalate to the Director of
Worldwide Operations at the beginning of the third hour. The
Director of Worldwide Operations will notify appropriate
additional StorageNetworks personnel if the problem persists
beyond four hours.
10. Scheduled Outage
Scheduled Outages are periodic events that StorageNetworks schedules with
the Customer to provide for the following items:
o Software or hardware upgrades.
o Maintenance to infrastructure.
o Modifications to software, hardware, or infrastructure that the
customer has requested. This can occur at StorageNetworks or
Customer's facility or both.
o Improvements to StorageNetworks Fiber Network either requested or
required by StorageNetworks, the Customer or both.
StorageNetworks Regional Operations Manager is responsible for the project
management of all changes to services provided to the Customer. At a
minimum, the Change Management procedures set forth herein will be
followed. Based upon the scope of the Scheduled Outage, earlier
communication to the Customer will be provided, if possible.
STORAGENETWORKS, INC. GLOBAL CROSSING
By: ___________________________ By: ________________________
Title:_________________________ Title: _______________________
Exhibit H - Global Crossing Master Service Agreement
--------------------------------------------------------------------------------
MSA Rev. 2.6 October 1999 Page 1 of 7
GLOBAL CENTER, INC., A GLOBAL CROSSING COMPANY
Master Service Agreement No.
This Master Service Agreement (this "Agreement") is entered into on the
_______ day of _______________, 1999 ("Effective Date") by and between
_______________________, on behalf of itself and the subsidiary, affiliate,
division and/or business unit ("Client") indicated on the Service Order
Form attached hereto, with an office at the address listed on the Service
Order Form, and Global Center, Inc., a corporation with offices at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, to set forth the terms and conditions
pursuant to which Global Center, Inc. shall provide to Client certain
Services (as defined in the Service Order). The entire contract between the
parties shall consist of this Agreement and one or more Service Order(s).
Unless otherwise agreed to by both parties, all future Service Orders
entered into between the Client and Global Center, Inc. will be bound by
this Agreement. In consideration of the mutual promises and upon the terms
and conditions set forth below, the parties agree as follows:
1. NATURE OF AGREEMENT
Pursuant to this Agreement, Global Center, Inc. shall sell and provide to
Client, in consideration for the applicable fees as set forth in a Service
Order the following: (i) Internet connectivity services (the "Bandwidth");
(ii) the lease (if so indicated on the Service Order) or purchase by Client
of equipment to provide such services (the "Hardware") and the installation
of such equipment; (iii) the lease of space to store and operate such
Hardware ("Space"); (iv) management, planning and consulting resources to
support these services, including maintenance and operation of the Hardware
("Support"), (v) the licensing of software to provide such Services (the
"Software"), including, without limitation, monitoring software, billing
software, trouble ticketing software, data collection and process control
software, which together, including all telecommunication and digital
transmission connections and links, all electrical and physical
requirements, comprise an Internet connectivity and co-location package to
support Client's web site(s) ("Client's Web Sites") under this Agreement
and are referred to hereinafter as the "Services". The Services will be
provided in accordance with the specifications set forth in the Service
Specification attached to this Agreement and in the Service Order(s) hereto
and made a part hereof.
2. SERVICE ORDERS
2.1. Orders. Client and Global Center, Inc. may execute one or more Service
Orders describing the Services that Client desires to purchase from Global
Center, Inc.. Each Service Order shall set forth the Services to be
provided by Global Center, Inc., the specifications applicable to each
item, the prices and payment schedule, the initial term of such Services
(the "Initial Service Term") and other information the parties may
mutually agree upon. No Service Order shall be effective until executed by
Global Center, Inc. All Service Orders will be subject to the terms and
conditions of this Agreement, provided however, that in the event of
conflict between the terms contained in any Service Order and terms in this
Agreement, the terms contained in the Service Order shall control.
2.2. In the event of conflict between terms in this Agreement and Service
Order, and any terms contained in client-issued order form or purchase
order, the terms of this Agreement and Service Order shall supersede any
terms and conditions that may appear in such client-issued order form or
purchase order.
2.3. Cancellation. In the event that Client cancels or terminates a Service
Order at any time for any reason, other than expiration of a Service Order
or a Service Interruption (as defined below), Client agrees to pay Global
Center, Inc. all Monthly Recurring Charges specified in the Service Order
for the balance of the term therefore, which shall become due and owing as
of the effective date of cancellation or termination. Upon the cancellation
or termination of a Service Order by Client, Global Center, Inc., shall
upon Client's written request and at no additional cost, give full
cooperation and assistance to Client to assure an orderly and efficient
transition.
2.4. IP Addresses. Global Center, Inc. will assign on a temporary basis a
reasonable number of Internet Protocol Addresses ("IP Addresses") from the
address space assigned to the Global Center, Inc. by InterNIC. Client
acknowledges that the IP Addresses are the sole property of Global Center,
Inc., are assigned to Client as part of the Service, and are not
"portable," as such term is used by InterNIC. Global Center, Inc., reserves
the right to change the IP Address assignments at any time; however, Global
Center, Inc. shall use reasonable efforts to avoid any disruption to Client
resulting from such renumbering requirement. Global Center, Inc., will give
Client reasonable notice of any such renumbering. Client agrees that it
will have no right to IP Addresses upon termination of this Agreement, and
that any renumbering required of Client after termination shall be the sole
responsibility of Client.
2.5. Staffing. Except as otherwise agreed in any Service Order, Global
Center, Inc. shall be responsible for staffing decisions with respect to
its personnel and the provision of any Services under this Agreement, and
shall have the right to remove or replace any of its personnel assigned to
perform Services under this Agreement. Global Center, Inc., shall use
reasonable efforts to maintain the continuity of its personnel assigned to
perform Services under this Agreement.
3. SOFTWARE LICENSE AND RIGHTS
3.1. License. During the term of the applicable Service Order, Global
Center, Inc., grants Client a non-transferable, nonexclusive license to use
the Software in object code form only, solely on the Hardware, or Global
Center, Inc., equipment, in conjunction with the Services.
3.2. Proprietary Rights. This Agreement transfers to Client neither title
nor any proprietary or intellectual property rights to the Software,
documentation, or any
copyrights, patents, or trademarks, embodied or used in connection
therewith, except for the rights expressly granted herein.
3.3. License Restrictions Client agrees that it will not itself, or through
any parent, subsidiary, affiliate, agent or other third party.
3.3.1. Copy the Software except as expressly allowed under this Agreement.
In the event Client makes any copies of the Software, Client shall
reproduce all proprietary notices of Global Center, Inc., on any such
copies;
3.3.2. reverse engineer, decompile, disassemble, or otherwise attempt to
derive source code from the software;
3.3.3. sell, lease, license or sublicense the Software or the
documentation;
3.3.4. write or develop any derivative software or any other software
program based upon the Software or any Confidential Information (as defined
below); or
3.3.5. use the Software to provide processing services to third parties, or
otherwise use the Software on a 'service bureau' basis.
3.4. Software Representations and Warranties. Global Center, Inc.,
represents and warrants that: (i) it has the right, power and authority to
license the Software to Client pursuant to this Agreement free of all
liens, encumbrances and other restrictions; (ii) the Software shall operate
and run in accordance with the Service Specifications indicated in the
Agreement or referenced in the Service Order, (iii) the license furnished
by Global Center, Inc., hereunder and/or the use of the Software by Client
in accordance with the terms and conditions herein or in any Service Order,
will not infringe upon nor violate any patent, copyright, trade secret, or
other proprietary right of any third party; (iv) Client's use and
possession of the Software consistent with the terms of this Agreement,
shall not be adversely affected, interrupted or disturbed by Global Center,
Inc., or any entity asserting a claim under or through Global Center, Inc.;
(v) the installation and use of the Software and any. Upgrades shall not
degrade, impair or otherwise adversely affect the performance or operation
of the Hardware.
4. HARDWARE TERMS AND CONDITIONS
4.1. Installation. If so indicated on the Service Order, Global Center,
Inc., will use commercially reasonable efforts to install the Hardware as
the Hardware is shipped to Global Center, Inc., Global Center, Inc., will
work with the Client on an installation plan to define installation time
frame and requirements.
4.2. Purchase and Title of Hardware. If so indicated on the Service Order,
Client shall purchase the Hardware and deliver, at Client's expense, the
Hardware to the Space. Client agrees that the Hardware shall reside at the
Space during the term of this Agreement.
4.3. Lease of Hardware. If so indicated on the Service Order, Client shall
lease the Hardware, and Global Center, Inc., shall obtain and deliver the
Hardware to the Space.
In the event Client leases the Hardware, the following terms and conditions
shall apply: The Hardware is and shall remain the property of Global
Center, Inc. Client shall not have taken, or attempt to take, any right,
title or interest therein or permit any third party to take any interest
therein. Client will not transfer, sell, assign, sublicense, pledge, or
otherwise dispose of, encumber or suffer a lien or encumbrance upon or
against the Hardware or any interest in the Hardware. Client will use the
Hardware only at the Space. Client will not move the Hardware from that
facility without Global Center, Inc.'s prior written permission. Client
shall be responsible for any damage to the Hardware caused by Client
negligent or willful acts or omissions. Client will use the Hardware only
for the purpose of exercising its rights under this Agreement.
4.4. Rent to Own. If so indicated on the Service Order, Client shall lease
the Hardware on a "rent to own" plan. In such event, all of the terms and
conditions in Section 4.3 shall apply, and the following terms and
conditions shall also apply. At the end of the term of the Service Order,
providing Client is not in breach of this Agreement, Client shall have the
option to purchase the Hardware. The purchase price shall be as indicated
on the Service Order. Upon payment by Client of the purchase price, title
of the Hardware shall pass to Client at the Space. Unless the Service Order
is extended by mutual Agreement, Client shall immediately delete, or shall
allow Global Center, Inc., to delete all copies of the Software and
associated documentation owned by Global Center, Inc., or any other
materials of Global Center, Inc., resident on the Hardware.
5. SPACE
5.1. Global Center, Inc., represents and warrants that (i) it has obtained
all necessary approvals to lease the Space to Client and to allow Client to
occupy and have access to the Space for the purpose of receiving the
Services set forth in the Service Order, (ii) it has the authority to grant
Client a royalty-free, non-transferable, non-exclusive license to occupy
and have access to the Space, and that the grant of such license shall not
constitute a violation of the lease or separate Agreement to which Global
Center, Inc., is a party and/or by which it is bound, and (iii) the Space
shall conform with the Service Specifications set forth in this Agreement
or any Service Order.
5.2. License to Occupy. Global Center, Inc. grants to Client a
non-exclusive license to occupy the Space. Client acknowledges that it has
been granted only a license to occupy the Space and that it has not been
granted any real property interests in the Space. Global Center, Inc.,
represents and warrants that it has obtained all approvals necessary,
including but not limited to, permissions from the landlord and any
regulatory authorities, to operate the facility in this manner contemplated
by this Agreement.
5.3. Material and Changes. Client shall not make any construction changes
or material alterations to the interior or exterior portions of the Space,
including any material alteration to cabling or power supplies for the
Hardware, without obtaining Global Center, Inc.'s prior written approval
for Client to have the work performed. Alternatively, Client may request
Global Center, Inc. to perform the work. Global Center, Inc., reserves the
right to perform and manage any construction or alterations
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omission.
within the Space areas at rates to be negotiated between the Parties
hereto, so long as the rates are commercially reasonable. Client agrees not
to erect any signs or devices to the exterior portion of the Space without
submitting the request to Global Center, Inc. and obtaining Global Center,
Inc.'s prior written approval.
5.4. Damage. Client agrees to reimburse Global Center, Inc., for all
reasonable repair or restoration costs associated with damage or
destruction in the Space directly caused by the negligence or willful
misconduct of Client's personnel, Client's agents, Client's
suppliers/contractors, or Client's visitors to the Space during the term or
as a consequence of Client's removal of the Hardware or property installed
in the Space, provided that Client shall not be liable for any damage or
destruction occurring from or out of any negligent act or omission of
Global Center, Inc., its officers, directors, agents and employees.
5.5. Insurance. Unless otherwise agreed, Client agrees to maintain, at
Client's expense, for each Space, (i) Comprehensive General Liability
Insurance in an amount not less than [**] per occurrence for bodily injury
or property damage, (ii) Employer's Liability in an amount not less than
[**] per occurrence, and (iii) Worker's Compensation in an amount not less
than that prescribed by statutory limits. Upon reasonable request of Global
Center, Inc., Client shall furnish Global Center, Inc., with certificates
of insurance, which evidence these minimum levels of insurance.
5.6. Regulations. Client shall use its best efforts to comply with and not
violate Global Center, Inc.'s Safety, Health and Operation Rules and
regulations relating to use of it's premises and facilities, so long as
those regulations are provided to client in writing. Client's failure to
comply materially with Global Center, Inc. 's rules and regulations shall
constitute a material default under this Agreement. Global Center, Inc.,
may, in its sole discretion, limit Client's access to a reasonable number
of authorized Client employees or designees. Client shall not interfere
with any other clients of Global Center, Inc., or such other clients' use
of the Space.
5.7. Disclaimer. Except as expressly stated herein, Global Center, Inc.,
does not make any representation or warranty as to the fitness of the Space
for Client's use.
6. SERVICE INTERRUPTIONS
6.1. [**] Network Uptime Guarantee. In the event of Network Downtime (as
defined below), the monthly fee payable for the Bandwidth, defined in the
Service Order, shall be reduced as follows:
6.1.1. If the total Downtime in the calendar month is more than [**]but
does not exceed [**], the monthly Bandwidth fee for that month shall be
reduced by [**]; and
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omission.
6.1.2. If the total Downtime in the calendar month is more than [**], but
does not exceed [**], the monthly Bandwidth fee for that month shall be
reduced by [**]; and
6.1.3. If the total Downtime in the calendar month is more than [**] the
monthly Bandwidth fee for that month shall be reduced by [**].
6.2. Downtime Defined. For the purposes of this Section, Downtime shall
mean any interruption of sixty (60) seconds or more in the availability of,
(i) the connection between the Client's equipment and the Global Center,
Inc. switch fabric, (ii) the internetwork that connects the Global Center,
Inc. switch fabric with the Internet. For purposes of this Section, the
Internet is deemed to consist of services that commence where Global
Center, Inc. transmits a Client's content to Global Center, Inc.'s
carrier(s) at the Global Center, Inc., border router port(s). Such carriers
provide Global Center, Inc., with private and dedicated bandwidth. Global
Center, Inc., undertakes no obligation for the circuit or link between
Global Center, Inc.'s facilities and such carrier's services. If router
packet loss is in excess of DO NOT DELETE ANYTHING IN THIS PARAGRAPH[**]
and is sustained for [**] or more, Global Center, Inc., will classify this
as an "outage." If an "outage" continues for a time period of more than
[**], then such outage will be deemed Downtime. If the latency across the
Global Center, Inc. national IP backbone exceeds [**], Global Center, Inc.,
will classify this as Downtime.
6.3. Maintenance Windows. [SAME]Global Center, Inc., reserves [**]
regularly scheduled maintenance windows per week, of [**]duration, in order
to maintain and upgrade the Global Center, Inc. IP Backbone infrastructure.
Outages or performance degradation during scheduled maintenance windows as
a result of router, switch or server maintenance, are not considered
Downtime for purposes of this section. Global Center, Inc. shall make all
commercially reasonable efforts to provide the client with prior
notification of all scheduled and emergency maintenance procedures.
6.4. [**] Facility Uptime Guarantee. In the event of Facility Downtime (as
defined below), the Monthly Fee payable for the Co-location Services as set
forth in the applicable Service Order shall be reduced as follows:
6.4.1. If the total Facility Downtime in the calendar month is less than,
or equal to [**]the monthly Co-location service fee for that month shall be
reduced by [**];
6.4.2. If the total Facility Downtime in the calendar month is more
than[**] the monthly Co-location service fee for that month shall be
reduced by [**]
6.4.3. Downtime Defined. For the purposes of this Section, Facility
Downtime shall mean any service interruption, only if such interruption is
either due to a facility power failure or environmental control failure.
6.5. Investigation of Service Interruptions. At Client's request, Global
Center, Inc. will investigate any report of Downtime, and attempt to remedy
any Downtime expeditiously. If Global Center, Inc. reasonably determines
that all facilities, systems and equipment furnished by Global Center, Inc.
are functioning properly, and that Downtime arose from some other cause,
Global Center, Inc. can continue to investigate the Downtime cause at the
client's request and expense for labor and materials cost for services
actually performed at the usual and customary rates for similar services
provided by Global Center, Inc. to clients in the same locality.
6.6. Termination. Client may terminate a Service Order in the event of
Downtime of either twenty-four (24) hours of cumulative time during any
continuous twelve (12) month period, or any continuous downtime of eight
(8) or more hours.
6.7. Sole Remedy. The terms and conditions of this Section shall be
Client's sole remedy and Global Center, Inc.'s sole obligation for any
Downtime.
7. USER CONTENT
7.1. Client is solely responsible for the content of any postings, data, or
transmissions using the Services ("Content"), or any other use of the
Services by Client or by any person or entity Client permits to access the
Services (a "User"). Client represents and warrants that it and any User
will not use the services for unlawful purposes (including without
limitation infringement of copyright or trademark, misappropriation of
trade secrets, wire fraud, invasion of privacy, pornography, obscenity and
libel), or to interfere with or disrupt other network users, network
services or network equipment. Disruptions include without limitation
distribution of unsolicited advertising or chain letters, repeated
harassment of other network users, wrongly impersonating another such user,
falsifying one's network identity for improper or illegal purposes, sending
unsolicited mass e-mailings, propagation of computer worms and viruses, and
using the network to make unauthorized entry to any other machine
accessible via the network. If Global Center, Inc. has reasonable grounds
to believe that Client or a User is utilizing the Services for any such
illegal or disruptive purpose, Global Center, Inc. may suspend or terminate
Services immediately upon notice to Client. Client shall defend, indemnify,
hold harmless Global Center, Inc. from and against all liabilities and
costs (including reasonable attorney's fees) arising from any and all
claims by any person arising out of Client's use of the Services, including
without limitation any content.
7.2. Acceptable Use Policy. All Global Center, Inc. clients are responsible
for reviewing and complying with this Acceptable Use Policy. Global Center
Inc.'s clients who provide services to their own users must take steps to
ensure compliance by their users with this Acceptable Use Policy. This
Policy is subject to change without notice by publication at
▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇. Clients are responsible for monitoring
this web site for changes. Global Center, Inc. customers may not use Global
Center, Inc.'s data distribution network, machines, or services in any
manner that violates any
applicable law, regulation, treaty, or tariffs. Also customers are
prohibited from activity that includes, but is not limited to unauthorized
use (or attempted unauthorized use) of any machines or networks, denial of
service attacks, falsifying header information or user identification
information, monitoring or scanning the networks of others without prior
written permission from Global Center, Inc..
7.2.1. Email. Sending unsolicited bulk email is prohibited. Sending
unsolicited bulk email from another provider advertising or implicating the
use of any service hosted by Global Center Inc., including without
limitation email, web, FTP, and DNS services, is prohibited and is grounds
for termination of those services to users who engage in the practice.
Users who send unsolicited bulk email from Global Center Inc., accounts
will be charged the cost of labor to respond to complaints. Continuing to
send someone email after being asked to stop is considered harassment and
is prohibited. Using email to disrupt (e.g., mail bombing, "flashing,"
etc.) is prohibited. Sending email with falsified header information is
prohibited. Chain letters, pyramid schemes, and hoaxes are prohibited.
7.2.2. Usenet Newsgroups. Global Center, Inc. places no content
restrictions on newsgroup postings by its users except that (a) no illegal
content, including pyramid/Ponzi schemes, is permitted and (b) all postings
should conform to the various conventions, guidelines and local culture
found in each respective newsgroup and Usenet as a whole.
7.2.3. Posting 20 or more copies of the same article in a 45-day period
("spamming") or continued posting of off-topic articles after being warned
is prohibited. Users who engage in spamming using Global Center, Inc.
accounts will be charged the cost of labor to issue cancellations and
respond to complaints. Users who engage in spamming from another provider
advertising or implicating the use of any service hosted by Global Center,
Inc., including without limitation email, web, FTP, and DNS services, is
prohibited and is grounds for termination of those services to those users.
7.2.4. Excessive crossposting (▇▇▇▇▇▇▇▇▇ Index of 20 or greater in a 45-day
period) is prohibited. The ▇▇▇▇▇▇▇▇▇ Index (BI) is calculated by taking the
sum of the square roots of the number of newsgroups each copy of an article
is crossposted to. If two articles are posted, one crossposted to 9
newsgroups and the other crossposted to 16 newsgroups, the BI =
sqrt(9)+sqrt(16)=3+4=7. Crossposting articles to newsgroups where they are
off-topic is prohibited.
7.2.5. Posting articles with falsified header information is prohibited.
"Munging" header information to foil email address harvesting by "spammers"
is acceptable provided that a reasonable means of replying to the message
originator is given. Use of anonymous remailers is acceptable, so long as
the use is not otherwise a violation of this policy.
7.2.6. Users may not issue cancellations for postings except those, which
they have posted themselves, those which have headers. falsified so as to
appear to come from them or in newsgroups where they are the official
moderators.
8. PRICING AND PAYMENT TERMS
8.1. Payment Terms. Client shall pay the fees set forth in the Services
Order Form according to the terms set forth therein. Client agrees to pay a
late charge of two percent (2%) above the prime rate as reported by the
Wall Street Journal at the time of assessment or the maximum lawful rate,
whichever is less, for all undisputed amounts not paid within thirty (30)
days of receipt of invoice.
8.2. Late Payments. In the event of non-payment by Client of sums over-due
hereunder for more than forty-five (45) days, Global Center, Inc. may upon
written notice to Client either retain any equipment or other assets of
Client then in Global Center, Inc.'s possession and sell them in partial
satisfaction of such unpaid sums, or request Client to remove equipment
from Global Center, Inc.'s premises within ten (10) days. If Client fails
to so remove, Global Center, Inc. may deliver the equipment to Client at
the latter's address for notices at Client's expense for shipment and
insurance, and Client shall be obligated to accept such delivery.
8.3. Price Increases. Global Center, Inc. shall not increase the prices for
services during the initial term of any Service Order, but may thereafter
change prices upon sixty(60) days written notice.
9. MAINTENANCE AND SUPPORT
Global Center, Inc. shall provide Client with maintenance and support of
the Software and Hardware, if any ("Maintenance and Support") as specified
in the Service Specification.
9.1 Exclusions. Maintenance and Support shall not include services for
problems arising out of (a) modification, alteration or addition or
attempted modification, alteration or addition of the Hardware or Software
undertaken by persons other than Global Center, Inc. or Global Center, Inc.
's authorized representatives; or (b) programs or hardware supplied by
Client.
9.2. Client Duties. Client shall document and promptly report all errors or
malfunctions of the Hardware or Software to Global Center, Inc.. Client
shall take all steps necessary to carry out procedures for the
rectification of errors or malfunctions within a reasonable time after such
procedures have been received from Global Center, Inc. Client shall
maintain a current backup copy of all programs and data. Client shall
properly train its personnel in the use and application of the Hardware and
Software.
10. TERM AND TERMINATION
10.1. Term. The term of this Agreement shall commence on the Effective Date
and continue indefinitely unless terminated in accordance with this Section
10 or the
provisions contained in Section 6.6 The initial term of each Service Order
shall be as indicated therein.
10.2. Termination Upon Default. Either party may terminate this Agreement
in the event that the other party materially defaults in performing any
obligation under this Agreement and such default continues unremedied for a
period of thirty (30) days following written notice of default. In the
event this Agreement is terminated due to Global Center, Inc.'s breach,
Global Center, Inc., shall refund to Client any Services fees on a
straight-line prorated basis.
10.3. Termination Upon Insolvency. This Agreement shall terminate,
effective upon delivery of written notice by a party, (i) upon the
institution of insolvency, receivership or bankruptcy proceedings or any
other proceedings for the settlement of debts of the other party; (ii) upon
the making of an assignment for the benefit of creditors by the other
party; or (iii) upon the dissolution of the other party.
10.4. Effect of Termination. The provisions of Sections 1, 2.3, 3.2, 3.4,
7, 10.4, 11, 12, 13 and 14 shall survive termination of this Agreement. All
other rights and obligations of the parties shall cease upon termination of
this Agreement. The term of any license granted hereunder shall expire upon
expiration or termination of this Agreement.
11. CONFIDENTIAL INFORMATION
All information identified disclosed by either party ("Disclosing Party")
to the other party ("Receiving Party"), if disclosed in writing, labeled as
proprietary or confidential, or if disclosed orally, reduced to writing
within thirty (30) days and labeled as proprietary or confidential
("Confidential Information") shall remain the sole property of Disclosing
Party. Except for the specific rights granted by this Agreement, Receiving
Party shall not use any Confidential Information of Disclosing Party for
its own account. Receiving Party shall use the highest commercially
reasonable degree of care to protect Disclosing Party's Confidential
Information. Receiving Party shall not disclose Confidential Information to
any third party without the express written consent of Disclosing Party
(except solely for Receiving Party's internal business needs, to employees
or consultants who are bound by a written Agreement with Receiving Party to
maintain the confidentiality of such Confidential Information in a manner
consistent with this Agreement). Confidential Information shall exclude
information (i) available to the public other than by a breach of this
Agreement; (ii) rightfully received from a third party not in breach of an
obligation of confidentiality; (iii) independently developed by Receiving
Party without access to Confidential Information; (iv) known to Receiving
Party at the time of disclosure; or (v) produced in compliance with
applicable law or a court order, provided Disclosing Party is given
reasonable notice of such law or order and an opportunity to attempt to
preclude or limit such production. Subject to the above, Receiving Party
agrees to cease using any and all materials embodying Confidential
Information, and to promptly return such materials to Disclosing Party upon
request.
12. LIMITATION OF LIABILITY
GLOBAL CENTER, INC.'S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO GLOBAL
CENTER, INC. UNDER THIS AGREEMENT. IN NO EVENT SHALL GLOBAL CENTER, INC. BE
LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN
RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND
REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF
GLOBAL CENTER, INC. HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH
DAMAGES.
13. DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE STATED HEREIN, GLOBAL CENTER, INC. SPECIFICALLY
DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OF THE SYSTEM OR SERVICES PROVIDED BY GLOBAL
CENTER, INC. HEREUNDER.
14. MISCELLANEOUS
14.1. Independent Contractor. The relationship of Global Center, Inc. and
Client established by this Agreement is that of
independent contractors, and nothing contained in this Agreement shall. be
construed to (i) give either party the power to direct and control the
day-to-day activities of the other; (ii) constitute the parties as
partners, joint ventures, co-owners or otherwise as participants in a joint
undertaking; or (iii) allow either party to create or assume any obligation
on behalf of the other party for any purpose whatsoever.
14.2. Notices. Any notice required or permitted hereunder shall be in
writing and shall be given by registered or certified mail addressed to the
addresses first written above. Such notice shall be deemed to be given upon
the earlier of actual receipt or three (3) days after it has been sent,
properly addressed and with postage prepaid. Either party may change its
address for notice by means of notice to the other party given in
accordance with this Section.
14.3. Assignment. Neither party may assign this Agreement, in whole or in
part, either voluntarily or by operation of law without express written
consent of the other party, and any attempt to do so shall be a material
default of this Agreement and shall be void.
14.4. Governing Law. This Agreement shall be interpreted according to the
laws of the State of California without regard to or application of
choice-of-law rules or principles.
14.5. Entire Agreement and Waiver. This Agreement, including all
appendices, attachments and Service Orders, shall constitute the entire
Agreement between Global Center, Inc. and Client with respect to the
subject matter hereof and all prior
Agreements, representations, and statement with respect to such subject
matter are superseded hereby. This Agreement may be changed only by written
Agreement signed by both Global Center, Inc. and Client. No failure of
either party to exercise or enforce any of its rights under this Agreement
shall act as a waiver of subsequent breaches; and the waiver of any breach
shall not act as a waiver of subsequent breaches.
14.6. Severability. In the event any provision of this Agreement is held by
a court of other tribunal of competent jurisdiction to be unenforceable,
that provision will be enforced to the maximum extent permissible under
applicable law, and the other provisions of this Agreement will remain in
full force and effect.
14.7. Non-Solicitation. During the term of this Agreement and for a period
of one (1) year thereafter, client shall not directly solicit, nor directly
attempt to solicit the services, of any employee or subcontractor of Global
Center, Inc. without the prior written consent of the other party.
14.8. Substitution. Global Center, Inc. may substitute, change or modify
the Software or Hardware at any time, but shall not thereby alter the
technical parameters of the Services.
Global Center, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By ____________________________
Title _________________________
Date __________________________
Client: _______________________
By ____________________________
Title _________________________
Date __________________________
Co-location Service
Global Center, Inc. will provide a level of service, which includes the
following features and options:
General Features
Maintenance of the Space (including Janitorial Services):
In connection with the Space made available hereunder, Global Center, Inc.
or its landlord shall perform services that support the overall operation
of each Space at no additional charge to Client. Those services include the
following:
o Janitorial Services
o 24 x 7 Access to the Space
o Authorized Security System Access to Raised Floor Collocation Space
o Primary A/C 110 volt Power to the Space
o Backup Power- UPS Systems & Battery Plant (30 - 60 minute survivability
objective)
o Generator Back-up (Sustained backup power)
o HVAC Systems for facility air conditioning
o Fire Control Systems
o Network Monitoring Systems
o Redundant Network Connectivity and Hardware
o 19" Rack Spaces for installation of Hardware
o Custom configurations of space to accommodate cabinets
o Lockable private caged customer areas
o 10-base-T or 100-base-T switched port with direct high speed Internet
backbone connection.
24x7 NOC support: Will provide proactive site monitoring with
ExpressLan(epsilon)...statistics on Client information base; including
bandwidth usage, statistics and network availability reporting, host
monitoring and management interface, access to Global Center,
Inc. incident tracking system to expedite fault resolution and remote
server reboot.
Escalation Plan and Procedures: To be provided by Global Center, Inc. in
the Welcome Package 5-10 days after the contract is signed.
Right-of-Way and Access
Global Center, Inc. will allow 24 x 7 access and right-of-way to Client
Hardware located in Global Center, Inc. facility at no charge. Clients will
be escorted at all times while in the facility. Access to the facilities
will not be unreasonably withheld by Global Center, Inc. to Clients for
performing appropriate procedures and maintenance of Hardware, facilities,
and systems..
Exhibit I MUTUAL INDUCEMENTS
--------------------------------------------------------------------------------
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
In order to ensure the successful execution and continuity of the Global
Crossing-StorageNetworks alliance for delivery of Storage Services, the
following marketing activities shall be pursued:
Sales Force Training: All relevant salesforce personnel at Global Crossing
and StorageNetworks shall receive training on the presentation and value of
the Storage Services to be delivered at MDCs.
Sales Force Incentives: Global Crossing and StorageNetworks shall create,
maintain, and document sales performance incentives to their respective
salesforces, in order to promote the sale of Storage Services at MDCs
through the Alliance.
Marketing Media: Both parties shall actively commit their respective
marketing departments to stimulate and maintain market awareness of the
Storage Services to be delivered at the MDCs. Primary marketing media to be
included in this inducement include, but are not limited to, internet,
print, person-to-person, and public exhibits. See Exhibit K for details on
marketing activities.
Price Breaks: As both Parties drive Storage Services revenues to mutually
agreed upon levels over specified periods, price breaks shall be awarded to
Global Crossing by StorageNetworks per the following schedule:
Stage 1 Price Break
Upon achieving aggregate Disk on Demand primary storage
services revenue to StorageNetworks of [**], to customers
other than Global Crossing sister/parent/subsidiary entities,
Global Crossing is eligible for a reduction in monthly raw
terabyte price to [**] for such services.
Stage 2 Price Break
Upon achieving aggregate Disk on Demand primary storage
services revenue to StorageNetworks of [**], to customers
other than Global Crossing sister/parent/subsidiary entities,
Global Crossing is eligible for a reduction in monthly raw
terabyte price to [**] for such services.
Stage 3 Price Break
Upon achieving aggregate Disk on Demand primary storage
services revenue to StorageNetworks of [**], to customers
other than Global Crossing sister/parent/subsidiary entities,
Global Crossing is eligible for a reduction in monthly raw
terabyte price to[**] for such services.
Exhibit J PROJECT TEAM ROSTER
--------------------------------------------------------------------------------
Global Crossing Project Team
Product Management
------------------
▇▇▇▇ ▇▇▇▇, Product Manager - Storage Network Architecture
Project Management
------------------
▇▇▇▇ ▇▇▇▇▇, Senior Program Manager
Installation/ Provisioning
--------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Install Coordinator
Facilities
----------
▇▇▇▇ ▇▇▇▇▇▇ - National Director of Operations
▇▇▇▇ ▇▇▇▇▇▇ - Facilities coordinator - NY
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - Facilities coordinator - Herndon, VA
▇▇▇▇ ▇▇▇▇▇ - Facilities Coordinator - Sunnyvale
Operations:
-----------
▇▇▇ ▇▇▇▇▇▇▇, Manager Network Control Center
Marketing/ PR:
--------------
▇▇▇▇ ▇▇▇▇▇▇▇, Manager Product Marketing
Prof. Services:
---------------
▇▇▇ ▇▇▇▇▇▇▇, Regional Manager TAM
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , Technical Account Manager
Sales:
------
▇▇▇ ▇▇▇▇▇▇, Director of Sales
Sales Operations:
-----------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager Sales Operations
Technical Advisor:
------------------
- ▇▇▇▇▇ ▇▇▇▇▇▇▇, Manager R&D
StorageNetworks Project Team
Business Plan and Project Oversight:
------------------------------------
▇▇▇ ▇'▇▇▇▇, Vice President of Business Development
▇▇▇▇ ▇'▇▇▇▇▇, Business Development Manager
Operations:
-----------
▇▇▇▇ ▇▇▇▇▇, Western Region Operations Manager
▇▇▇▇▇ ▇▇▇▇▇▇, Senior Systems Architect
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Operations Projects Manager
Marketing:
----------
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President of Strategic Marketing
▇▇▇▇ ▇▇▇, Product Manager
Marcomm:
--------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Director of Marketing Communications
Prof. Services:
---------------
▇▇▇▇▇ ▇▇▇▇▇▇, Vice President of Professional Services
Sales:
------
▇▇▇▇ ▇▇▇▇▇, Western Region Director of Sales Operations
Training:
---------
▇▇▇▇ ▇▇▇▇▇▇▇, Director of Corporate Education
Legal:
------
▇▇▇▇ ▇▇▇▇▇, General Counsel
Finance:
--------
▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer
Exhibit K Marketing Engagement Plan
--------------------------------------------------------------------------------
The following represent potential marketing activities to be pursued
jointly by the Parties:
1. Exclusive stories to the following publications:
Business Week
The Wall Street Journal
The Boston Globe
Information Week
2. Execute press releases with the normal pre-briefing activities of the
media and analyst community, as well as the appropriate follow-up to
secure coverage. The press releases would be dropped on the Business
Wire and posted to both Parties' web sites.
3. Utilize other Parties' references when the press and analyst community
request one.
4. Utilize other Parties' reference in upcoming press releases (i.e., new
services announcements).
5. Write joint customer profiles - print, post to web site, and
distribute to sales forces as collateral pieces.
6. Join with other Party at special events and tradeshows in either joint
speaking opportunities and/or joint exhibit opportunities.
7. Create and execute a seminar series and/or "webinar" targeting
potential customers of both StorageNetworks and Global Crossing.
8. Joint advertising in various media.
9. Include testimonial in StorageNetworks and or Global Crossing
Corporate Videos.
10. Joint "social" events (i.e., golf events, dinners, etc.)
11. Include stories on respective Party in company newsletters.
Exhibit L - Rules of Sales Engagement
--------------------------------------------------------------------------------
1. Lines of Communication
StorageNetworks and Global Crossing regional sales directors will coordinate
efforts within their regions and act as the point of contact for their
respective field sales forces. Each regional sales director will provide
complete lists of area account executives and plans for ensuring initial account
meetings and interaction.
2. Teaming
The appropriate level of account teaming will be defined by the existing
relationship with the Customer. StorageNetworks and Global Crossing agree that
one of the below scenarios will be utilized for engaging Customers:
1. StorageNetworks possesses the initial relationship with prospective or
present Customer and will introduce said Customer to a Global Crossing
sales representative to assist in selling the Services and/or other
services provided by the Parties or Global Crossing.
2. Global Crossing possesses the initial relationship with prospective or
present Customer will introduce said Customers to a StorageNetworks
sales representative to assist in selling the Services and/or other
services provided by the Parties or StorageNetworks.
3. Both Global Crossing sales and StorageNetworks sales jointly approach
the initial Customer to present the Services and/or other services
provided by the Parties.
3. Sales Force Compensation
3.1 Basis for Compensation. StorageNetworks and Global Crossing account
executives will receive compensation relative to their contributions
leading to a sale. The basis for compensation for each account executive
will be directly drawn from their respective company's compensation plan.
3.2 Spiffs. Both Parties will explore the development of a spiff program
for account executives who sell the Services. The program funding will be
considered part of the respective company's cost of sales.
4. Sales Training
4.1 Regional sales training. Each Party will deliver presentations and
engage in appropriate training to support the roll-out of the Services and
gain familiarity with the other Party's business operations.
4.2 Ongoing training. Periodically, the Parties agree to engage in joint
training of their sales forces as it pertains to delivery and presentation
of the Services.
5.0 Conflict Resolution.
5.1 In the event of a dispute regarding any sales account issues, both Parties
agree to attempt to resolve the conflict first at a local level. In the event of
an impasse, the issue will be addressed at a regional level or escalated to
their appropriate sales or corporate leadership, as merited.
