EXHIBIT 10.7
AMENDMENT NO. #3
This Amendment No. #3 ("Amendment") to the Cisco Systems, Inc. U.S. Systems
Integrator Agreement ("Agreement") by and between Cisco Systems, Inc., ("Cisco")
a California corporation having its principal place of business at 000 Xxxx
Xxxxxx Xxxxx, Xxx Xxxx, XX, 00000, and Internetwork Experts, Inc. ("Integrator")
a Texas corporation having its principal place of business at 00000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 is entered into as of the date last written
below ("Effective Date").
WHEREAS, Cisco and Integrator have previously entered into the Agreement dated
November 13, 2001, as amended; and
NOW WHEREFORE, the parties agree to amend the Agreement as follows:
1. End User Definition is modified to include U.S. Federal Government.
The following definition is modified:
Product means Hardware and/or Software, as defined herein, included in
Cisco's then-current published Global Price List, and are "commercial
items" as defined under the Federal Acquisition Regulation ("FAR")
2.101.
Services means any maintenance, or technical support and any other
services performed or to be performed by Cisco, as set forth in this
Agreement or the Exhibits hereto and are "commercial items" as defined
under the Federal Acquisition Regulation ("FAR") 2.101.
The following definition is hereby added:
U.S. Federal Government is an executive, legislative or judicial branch
of the United States Government or a U.S. Government corporation that
was specifically formed and is currently existing under an Act of
Congress, as well as any government owned contractor operated "GOCO"
facilities and establishments.
2. Scope 2.0, Subsection 2.2 Commercial Integration and Resale is modified
to include U.S. Federal Government. Subsection 2.8 Resale to Government
End Users is deleted in its entirety and replaced with the following
language:
2.8. Resale to Government End Users. Integrator will Resell
Products or Services to the U.S. Federal Government End User
as expressly authorized in this Agreement. Integrator will not
Resell Products or Services under this Agreement through a
direct General Services Administration ("GSA") Schedule
contract.
2.8.1. Integrator may resell Product and Services through
U.S. Federal Government IDIQ (Indefinite Delivery
Indefinite Quantity) contracts or other U.S. Federal
Government Prime contracts. Should Integrator have an
opportunity to resell Product and Services through a
U.S. Federal Government subcontract arrangement,
Integrator must obtain Cisco's prior written approval
to resell such Product and Services. Cisco reserves
the right to determine if such IDIQ contract and
other prime or subcontract (if approved)
opportunities offer "Added Value" as defined herein.
2.8.2. The federal government contract (lowdown provisions
at Exhibit G are applicable to all Purchase Orders.
Cisco does not accept any additional or modified
government flowdown provisions, including but not
limited to Federal Acquisition Regulation ("FAR") and
its supplements, notwithstanding existence of such
provisions on Integrator's Purchase Orders or
supplementary documentation or Cisco's acceptance of
such Purchase Orders or documentation whether for
resale or internal use.
2.8.3. With respect to GSA, California Multiple Award
Schedule ("CMAS"), and other schedule contracts, this
Agreement shall not be construed by Integrator as a
representation that Cisco will furnish supplies
needed by Integrator to fulfill any of Integrator's
GSA, CMAS, or similar contract obligations under any
schedule contract.
3. Exhibit A - Reseller Profile is amended to include the following:
Territory: U.S. Federal Government. Vertical markets: All Department of
Defense and Civilian Agencies of the U.S. Federal Government.
4. Exhibit E: CISCO BRAND SERVICES RESALE APPENDIX ("CBR AGREEMENT") for
U.S. Federal Government End Users is hereby incorporated into the
Agreement.
5. Exhibit G FAR Clauses is hereby incorporated into the Agreement.
All other terms and conditions of the Agreement remain unchanged and in full
force and effect. This Amendment and the Agreement as amended are the complete
agreements between the parties hereto regarding this subject matter. There are
no conditions, understandings, agreements, representations, or warranties,
expressed or implied, which are not specified herein. In the event of a conflict
between the Agreement and this Amendment, this Amendment will prevail with
regard to the subject matter herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed. Each party warrants and represents that its respective signatories
whose signatures appear below have been and are on the date of signature duly
authorized to execute this Amendment.
INTERNETWORK EXPERTS, INC. CISCO SYSTEMS, INC.
BY: /s/ Xxxx Xxxxx BY: /s/ Xxxx Xxxxxxxxxxx
----------------------- -----------------------
(Authorized Signature) (Authorized Signature)
NAME: Xxxx Xxxxx NAME: Xxxx Xxxxxxxxxxx
--------------------- ---------------------
(Type/Print) (Type/Print)
TITLE: Vice President TITLE: Sales Controller. Federal Area
--------------------- ---------------------
(Type/Print) (Type/Print)
DATE: January 21, 2003 DATE: February 4, 2003
2
EXHIBIT E
CISCO BRAND SERVICES RESALE APPENDIX ("CBR AGREEMENT")
FOR U.S. FEDERAL GOVERNMENT END USERS
EXCEPT AS OTHERWISE DEFINED BELOW, ALL CAPITALIZED TERMS CONTAINED IN THIS CBR
AGREEMENT SHALL HAVE THE MEANING PROVIDED FOR THOSE TERMS IN THE AGREEMENT.
1.0 DEFINITIONS.
1.1 "Bug Fix" means an error correction, patch or workaround for
the Software which Cisco provides to Integrator.
1.2 "CCO" means Cisco Connection Online, Cisco's online
information web server.
1.3 "Distributor" means an authorized, non-exclusive distributor
of Products and Services, having executed a two-tier
distribution agreement with Cisco.
1.4 "Equipment Schedule" means the Cisco-approved list of Product
for which Integrator has paid Cisco the required Service fees
that is either: (a) provided on the Cisco Support, Resale
Form, Attachment 2 hereof, or, (b) for orders placed
electronically, provided to Cisco via Cisco's Service Contract
Center ("SCC").
1.5 "First Call" means the initial call made by the End User when
requesting assistance with Product.
1.6 "Maintenance Contract Number" means the reference number
assigned by Cisco for each Service purchased from Cisco. The
Maintenance Contract number is to be used by Integrator or End
User when opening a case with Cisco.
1.7 "Program Description" means the description of the Services,
as of the purchase date of such Services, to be provided by
Cisco to End Users on behalf of Integrator, and the terms and
conditions under which Cisco provides those Services. Each
available Service has its own Program Description, which can
be found on CCO at the Uniform Resource Locator ("URL")
identified in Attachment 3.
1.8 "Other Product" means Product which an End User acquired from
sources other than Integrator.
1.9 "Other Services" means additional Cisco brand services listed
in Attachment 1, identified as Other Services, which are
available for resell to End User.
1.10 "Service" means any of the Cisco brand services described in
the corresponding Program Description, and which are available
to Integrator for resale to an End User in accordance with the
terms of this CBR Agreement.
1.11 "Support Agreement" means the then-current agreement between
Integrator and the End User for the Services.
3
2.0 CISCO OBLIGATIONS; RELATIONSHIP OF THE PARTIES.
In consideration for the fees paid by Integrator to Cisco, Cisco will
make available to the End User the Services listed in the Program
Descriptions, subject to the availability limitation specified in
Attachment 1. Notwithstanding anything to the contrary contained
herein, Cisco reserves the right to directly support any End User.
Cisco shall only be responsible for providing support in accordance
with the terms and conditions of this CBR Agreement.
In its performance of Services under this CBR Agreement, Cisco acts at
all times as Integrator's subcontractor, retained by Integrator to
provide Services specified in the Program Descriptions on behalf of
Integrator to one or more End Users identified by Integrator to Cisco.
In no event shall Integrator be deemed to be an agent of Cisco.
3.0 INTEGRATOR PROCEDURE TO RESELL SERVICES.
Subject to the terms and conditions of this CBR Agreement, Integrator
is authorized on a nonexclusive basis to resell Services to End Users
in accordance with the following procedure:
3.1 Immediately upon shipment of Product from Integrator to End
User, Integrator will complete the Cisco Support Resale Form,
Attachment 2, and either (i) fax the completed form to Cisco,
or (ii) submit the required information via SCC if Integrator
placed the order electronically. Notwithstanding the
foregoing, in the event Integrator wishes to order Services
for Other Product, Integrator shall follow procedure set forth
in sub-section 8.8.
4.0 COMMENCEMENT OF SERVICES.
4.1 Cisco shall, as subcontractor to Integrator, perform the
following Services:
4.1.1 Validate Product model and serial numbers provided by
Integrator using the Equipment Schedule or via SCC.
4.1.2 Provide to End User the purchased Services as
specified in the applicable Program Description.
4.1.3 CCO Access. Cisco will provide a level of partner
access to CCO consistent with Integrator's reseller
status. This system provides Integrator with
technical and general information on Products.
4.1.4 Bug Fixes. For the duration of the Cisco warranty
period, Cisco will provide Bug Fixes to Integrator as
follows:
4.1.4.1 When required, Cisco will provide new
Software to Integrator to correct a problem,
or provide a network-bootable Software
image, as determined by Cisco.
4.1.4.2 Distribution Rights. Cisco grants Integrator
the right to distribute Bug Fixes to its End
Users only for use on Products for which the
End User is currently licensed to use the
Software for which the Bug Fix is provided.
4
5.0 INTEGRATOR OBLIGATIONS.
5.1 Integrator shall execute a Support Agreement between
Integrator and End User containing, at a minimum, the terms
set forth in Attachment 4, End User Minimum Terms and
Conditions Support Agreement. An example of a Support
Agreement, with product description attachments, is located on
CCO at the URL referenced in Attachment 3 hereto.
5.2 Integrator shall make all reasonable efforts to ensure it
takes the First Call from the End User and may open a case
with Cisco on behalf of the End User using the Maintenance
Contract Number. At all times the End User may call Cisco
directly for support. Upon Integrator's request, Cisco will
notify Integrator via email of Cisco's direct support of the
End User.
5.3 Complete and submit a Cisco Support Resale Form (Attachment
2), or for orders placed electronically, provide to Cisco the
required information via SCC at the time the order is placed
by End User.
5.4 Integrator must provide at least thirty (30) days prior
written notice in accordance with the Agreement by facsimile,
electronic mail, SCC, or confirmed delivery post ("Notice") of
requested addition(s) to the Equipment Schedule. In addition,
at least thirty (30) days Notice is required for Product
relocations and service level/Product configuration changes,
where applicable. For Product on the Equipment Schedule that
End User has moved to a new location, Integrator shall provide
Notice to Cisco Should Integrator fail to provide Cisco with
notice as set forth in this section, Cisco shall be excused
from any failure to provide service resulting from such lack
of notification.
5.5 The Equipment Schedule may be revised for new Product, service
level upgrades and Product configuration changes by
Integrator's purchase order requesting such revisions and
Cisco's acceptance thereof (based on availability). For
changes, Cisco will charge the pro-rated difference beginning
on the date the change is requested and ending on the last day
of the impacted Equipment Schedule's term.
5.6 Integrator shall provide Cisco with a purchase order,
containing the description of Services for each support
agreement, pricing for such Services less the applicable
Integrator discount set forth in Section 8 hereto, and End
User information, including, but not limited to, points of
contact, site locations of Equipment, and serial numbers of
Equipment.
5.7 Integrator shall provide to End User a copy of the
corresponding Program Description for each Service purchased
as of the date of commencement of Services.
5.8 Integrator shall provide to End User confirmation and
registration materials for the services to be performed by
Cisco on Integrator's behalf, including but not limited to, a
copy of the Equipment Schedule (including charges) and
Maintenance Contract Number.
5.9 Integrator shall manage and escalate, in accordance with the
Cisco's Problem Prioritization and Escalation Guideline, all
calls opened by Integrator on behalf of the End User.
5
6.0 WARRANTY SERVICE
6.1 Integrator shall provide to its End Users, at no charge, all
warranty service applicable to the Products when they were
purchased by End User, for a minimum of the warranty period
set forth in the published Product warranty provided with the
original Product. Warranty shall commence upon shipment to the
End User. The warranty service provided by Integrator shall
include, at a minimum, the following Software and Hardware
replacement services:
6.1.1 Integrator shall distribute Bug Fixes to the End User
during the warranty period.
6.1.2 Integrator shall meet the replacement obligations as
set forth in the then-current published Product
warranty applicable to the particular Product sold to
the End User.
6.1.3 Returns Coordination. For Product returned to Cisco
for replacement Integrator will comply with the
following:
6.1.3.1 Coordinate the return of all failed parts,
freight and insurance prepaid, to the
location designated by Cisco. For Product
that has been advance replaced pursuant to
the Product warranty terms, Integrator shall
return failed/defective Product within ten
(10) days of receipt of the replacement
Product; otherwise, Cisco may invoice
Integrator the then-current price of the
Product as set forth in Cisco's Global Price
List, less Integrator's standard discount.
6.1.3.2 Integrator shall (a) properly package all
Products prior to shipping Products to
Cisco, (b) include a written description of
the failure; (c) describe any changes or
alterations made to the Product, and; (d)
tag each returned Product with the RMA
transaction number provided by Cisco.
Product returned to Cisco must conform in
quantity and serial number to the RMA
request.
7.0 RENEWAL OF SERVICES. Integrator shall be responsible for contacting the End
User regarding renewal of each Support Agreement with End User. Integrator shall
(a) monitor End User contract terms via SCC; and (b) provide End User will an
adequate renewal notice period (not less than thirty (30) days) prior to the
expiration date of their then current Support Agreement. Integrator will forward
to Cisco either (i) the completed renewal with purchase order or (ii) notice of
cancellation.
8.0 PENETRATION DISCOUNT AND RESALE OF SERVICES.
8.1 Discount for Initial Term. For the initial term of the
Equipment Schedule(s) to the Support Agreement, the price of
Services to Integrator is the then-current service list price
less the applicable discount based on Integrator's penetration
rate calculated as follows:
8.1.1 Determination of Service Penetration Rate. Service
penetration rate is calculated by Integrator's total
number of Products covered by Cisco brand services
(per Attachment 1) as a percentage of the total
number of Products purchased over the most recent
period of twelve (12) months.
6
Penetration Rate Discount
---------------- --------
0%-35% 10%
36%-55% 15%
56%-74% 20%
75%+ 25%
8.1.2 Cisco will review Integrator's service sales
penetration rate at the time the Integrator renews
the Agreement with Cisco and at six-month intervals
during the term of the Agreement. Cisco reserves the
right to adjust Integrator's resale discount at the
time of review. Any adjustment to the resale discount
will be communicated in writing to the Integrator by
Cisco.
8.1.3 Integrator must have purchased Product for a minimum
of twelve months in order to determine the
penetration rate. If Integrator has less than twelve
months of Product purchases, Integrator's discount
will be ten percent (10%).
8.1.4 Integrator's discount on Services shall bb determined
by calculating the rate of Services penetration based
on the total amount of Product purchased by
Integrator from Cisco plus the total amount of
Product purchased by Integrator from Distributor(s).
8.2 Upon renewal of the Equipment Schedule(s), the discount shall
be the corresponding discount associated with the Penetration
Rate.
8.3 The discounts listed above do not apply when Integrator
resells Cisco brand services for Other Product. Integrator
discount for Other Product shall be fifteen percent (15%).
8.4 The discounts listed above do not apply when Integrator
resells Other Services. Integrator Discount for Other Services
shall be fifteen (15%) percent.
8.5 All Services are invoiced annually in advance, payable thirty
(30) days from the invoice date in U.S. Dollars unless
otherwise agreed to in the Agreement.
8.6 All prices in the Equipment Schedule(s) are exclusive of any
taxes and duties which, if applicable, shall be paid by
Integrator. Applicable taxes are billed as a separate item. In
addition, the following items will be billed to Integrator:
(i) time and material fees for any additional services
performed by Cisco; and (ii) Product list price of replaced
Product not returned by End User pursuant to the terms as set
forth on the applicable Program Description.
8.7 Integrator is free to determine its prices for Services to End
Users unilaterally. Integrator understands that neither Cisco,
nor any employee or representative of Cisco, may give any
special treatment (favorable or unfavorable) to Integrator as
a result of Integrator's selection of resale prices. No
employee or representative of Cisco or anyone else has any
authority to specify what Integrator's resale prices for the
Services
7
must be, or to inhibit in any way, Integrator's pricing
discretion with respect to the Services.
8.8 Support for Other Product. Integrator may support Other
Product under the following conditions: Integrator provides
Cisco (i) Notice to support Other Product; and (ii) a letter
from the End User including notification for Service from the
Integrator, which letter must include a list of the Product(s)
and serial numbers) to be supported.
8.9 Unsupported End User List. Integrator must provide information
on all End Users who have purchased Product from Integrator
without also purchasing Services. In the event Integrator does
not provide this information for all Products, in each
quarter, Cisco will provide a report identifying the model
types and serial numbers of Product purchased by Integrator
for which the following information is required: End User name
and End User address and phone number. Integrator will
complete and return this information to Cisco no later than
twenty (20) business days from the date the report is provided
to Integrator.
9.0 WARRANTY.
NOTHING IN THIS CBR AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH
ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END
USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR
IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO
CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A
COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE
GREATEST EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR MUST NOTIFY CISCO
PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR'S SOLE AND
EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO'S OPTION,
RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE
SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE
FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS
DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND
LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE
WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH
IN THE CBR AGREEMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY
COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO'S BEHALF.
10.0 GENERAL.
10.1 Entitlement.
Integrator acknowledges that an End User and/or Integrator is entitled
to receive support" services only on Products for which Integrator or
End User has paid the applicable fees.
8
Integrator agrees to assist Cisco with enforcement of End User
entitlement to the extent Cisco, in its discretion, deems such
assistance to be necessary.
10.2 Independent Contractors.
The relationship of Cisco and Integrator is that of independent
contractors, and nothing contained in this CBR 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 venturers, fiduciaries, co-owners or otherwise as
participants in a joint or common undertaking, or (iii) allow
Integrator to create or assume any obligation on behalf of Cisco for
any purpose whatsoever. All financial obligations associated with
Integrator's business are the sole responsibility of Integrator. All
sales and other agreements between Integrator and its End Users are
Integrator's exclusive responsibility and shall have no effect on
Integrator's obligations under this CBR Agreement. Integrator shall not
make any representations or warranties of any kind on behalf of Cisco,
or with respect to the content or nature of Services to be provided by
Cisco.
10.3 Integrator hereby indemnifies and holds Cisco harmless from
any claim, loss, damage or expense, including reasonable court
costs and attorney's fees ("Damages"), resulting from any
claim made by End User against Cisco hereunder under claim of
a third party beneficiary or otherwise or which arise out of
the representations, acts or failure to act of Integrator.
This shall not limit Cisco's obligations, subject to the terms
and conditions of this CBR Agreement, to provide the Services
described herein.
10.4 Except for those provisions required to be included pursuant
to Section 5, Integrator is free to determine the contents of
its Support Agreement provided that Cisco is under no
obligation to Integrator nor End User to provide any services
other than those specified in this CBR Agreement. Integrator
shall indemnify Cisco for any additional commitments or
representations whether written or oral, made on Cisco's
behalf.
10.5 URL. Integrator hereby confirms that it has the ability to
access, has accessed and has read, the information made
available by Cisco at all of the world wide web
sites/URLs/addresses/pages referred to anywhere throughout
this Agreement (including any of the Exhibits hereto).
Integrator acknowledges that Cisco may modify any URL address
or terminate the availability of any information at any
address without notice to Integrator.
11.0 TERMINATION.
Each Service shall terminate in accordance with its terms as set forth
on the Program Description. Notwithstanding anything to the contrary,
each Service hereunder shall terminate immediately upon termination of
this CBR Agreement, unless otherwise agreed by Cisco. Any such
termination shall be entirely without liability to either party, except
as set forth below.
11.1 Services may be terminated by Cisco and/or Cisco may suspend
its performance immediately upon written notice to Integrator
if Integrator fails to pay for the Services when due and fails
to make such payment within fifteen (15) days after written
notice from Cisco of such past due payment. Any continuation
of Services shall be at Cisco's sole discretion.
9
11.2 This CBR Agreement, and/or any Services hereunder may be
terminated immediately upon written notice by either party
under any of the following conditions:
11.2.1 If the other party has failed to cure a breach of any
material term or condition under the CBR Agreement,
and/or Services within thirty (30) days after receipt
of Notice from the other party including a detailed
description of such breach.
11.2.2 Either party assigns (by operation of law or
otherwise, and including merger) or transfers any of
the rights or responsibilities granted hereunder,
without the prior written consent of the other party,
except as permitted under this CBR Agreement or in
the event of a sale of all or substantially all of
such party's assets, or transfer of a controlling
interest in such party to an unaffiliated third
party.
11.3 Upon termination of this CBR Agreement, and/or any Services,
Integrator shall pay Cisco for all work performed under the
affected Service(s) up to the effective date of termination at
the agreed upon prices, fees and expense.
11.4 In the event this CBR Agreement is terminated by either party,
neither shall have any further obligations under this CBR
Agreement, except as provided herein. Termination of this CBR
Agreement shall not constitute a waiver for any amounts due.
12.0 LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO, ITS
SUPPLIERS AND ITS SUBCONTRACTORS UNDER THIS CBR AGREEMENT SHALL BE
LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO CISCO UNDER THE PROGRAM
DESCRIPTION GIVING RISE TO SUCH LIABILITY FOR THE SERVICES THAT WERE
PROVIDED DURING THE SIX (6) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES
GIVING RISE TO SUCH LIABILITY.
13.0 CONSEQUENTIAL DAMAGES WAIVER.
IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE
FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES,
WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE
OR (B) ANY COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE
EQUIPMENT OR SERVICES, EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN
INFORMED OF THE POSSIBILITY THEREOF.
10
ATTACHMENT 1 TO EXHIBIT C
SERVICES AVAILABILITY
SERVICE AVAILABILITY
------- ------------
SMARTnet 8x5xNext Business Day ("NBD") Available in the U.S., Canada, Australia,
European Union, Switzerland, Norway
SMARTnet 8x5x4(1) Available in the U.S., Canada and Australia
SMARTnet 24x7x4(1) Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5xNBD Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5x4(1,2) Available in the U.S., Canada and Australia
SMARTnet Onsite 24x7x4(1,2) Available in the U.S., Canada and Australia
Software Application Services ("SAS") Available in the U.S., Canada, Australia,
Software Application Services with Updates European Union, Switzerland, Norway
("SASU")
OTHER SERVICE AVAILABILITY
------------- ------------
Focused Technical Support/Network Available in the U.S., Canada, Australia,
Optimization Support (FTS/NOS) - European Union, Switzerland, Norway
configuration as selected and detailed on
Purchase Order
Technology Application Support (TAS) - Available in the U.S., Canada, Australia,
configuration as selected and detailed on European Union, Switzerland, Norway
Purchase Order
A current list of Services is provided above.
List may be updated from time to time.
Current information is available upon request.
--------------------
(1) Availability is restricted to within one hundred (100) miles of a parts
depot.
(2) Availability is restricted to within fifty (50) miles of an authorized
service location.
ATTACHMENT 2 TO EXHIBIT C
CISCO SUPPORT RESALE FORM
This form MUST be completed by Integrator for each order to resell Cisco brand
Services to End Users.
COMPLETION OF THIS FORM WILL ENSURE:
- Integrators receive the appropriate discounts.
- Integrator's End Users receive the entitled level of service and
support.
- Partner Notification e-mail is set up for Integrator.
STEP 1 - COMPLETE INTEGRATOR BILLING INFORMATION.
INTEGRATOR: Name and Billing Address (as they appear on Purchase Order): [ ] SAME AS SALES
ORDER XXXX-TO
Name: _______________________________________________________________________________________
Address: ____________________________________________________________________________________
City/State: _________________________________________________________________________________
Country: ____________________________________________________________________________________
Postal Code: ________________________________________________________________________________
Contact/
Phone No.: __________________________________________________________________________________
Channel Certification Level: ________________________________________________________________
PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS
Address or Alias:__________________________ (i.e. Xxxxxxxxxx_XXX@Xxxxxxxxxx.xxx)
Required if you would like to receive automatic notification of End User
activity with Cisco on this Support Agreement.
STEP 2 - COMPLETE COVERAGE TYPE, SITE DETAILS AND EXISTING CONTRACT INFORMATION
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4
[ ] SMARTnet Xxxxxx 0x0xXXX [ ] SMARTnet Xxxxxx 0x0x0 [ ] SMARTnet onsite 24x7x4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
12
ADDITIONAL SITES WORKSHEET
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4
[ ] SMARTnet Xxxxxx 0x0xXXX [ ] SMARTnet Xxxxxx 0x0x0 [ ] SMARTnet onsite 24x7x4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4
[ ] SMARTnet Xxxxxx 0x0xXXX [ ] SMARTnet Xxxxxx 0x0x0 [ ] SMARTnet onsite 24x7x4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4
[ ] SMARTnet Xxxxxx 0x0xXXX [ ] SMARTnet Xxxxxx 0x0x0 [ ] SMARTnet onsite 24x7x4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
[ ] SMARTnet 8x5xNBD [ ] SMARTnet 8x5x4 [ ] SMARTnet 24x7x4
[ ] SMARTnet Xxxxxx 0x0xXXX [ ] SMARTnet Xxxxxx 0x0x0 [ ] SMARTnet onsite 24x7x4 [ ] SAS
[ ] FTS/NOS [ ] TAS
End Customer Name: Product Type:
Str: Original Product Purchase Order:
City: Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.
13
ATTACHMENT 3 TO EXHIBIT C
PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT
Program Descriptions and a Sample End User Agreement can be
downloaded from the URLs identified below.
PROGRAM DESCRIPTIONS
SMARTnet
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxx/xxxxxxxxxxx/xx/xxxx/xxx
/sup/part/ptssof/tcspsv/brsp/brres/index.htm
SMARTnet Onsite
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxx/xxxxxxxxxxx/xx/xxxx/xxx
/sup/part/ptssof/tcspsv/brsp/brres/index.htm
SAS/SASU
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxx/xxxxxxxxxxx/xx/xxxx/xxx
/sup/part/ptssof/tcspsv/brsp/brres/index.htm
FTS/NOSITAS
[Contact Cisco Legal to download applicable documents from US/Enterprise
Section of Legal Services Web Site]
SAMPLE AGREEMENT
Sample End User Agreement
xxxx://xxx.xxxxx.xxx/xxxx/xxxxxxx/xxxxxxxxxxx/xx/xxxx/xxx
/sup/part/ptssof/tcspsv/brsp/brres/index.htm
14
ATTACHMENT 4 TO EXHIBIT C
END USER MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT
Each Support Agreement will contain the following minimum terms and conditions:
(1) End User agrees to comply with Cisco's Export Restrictions.
(2) End User agrees to comply with Cisco's standard Software License
Agreement for all Cisco software provided with any Service (including
any upgrades, patches, or Bug Fixes provided at a later time).
(3) End User agrees to comply with terms and conditions provided in the
Program Description.
(4) End User will keep all Cisco Confidential Information confidential.
(5) Sufficient provisions such that Cisco shall be entitled to act as a
third party beneficiary with respect to the enforcement of the terms
and conditions herein. This will include expressly naming Cisco as an
intended third-party beneficiary with respect to each of the End User
Minimum Terms and Conditions contained in this Attachment 5. Cisco
shall expressly be granted the right to enforce the obligations of End
User directly against End User.
(6) Cisco or its suppliers' liabilities shall be limited to the amounts
paid by End User under the Service giving rise to the liability during
the six (6) months preceding the event or circumstances giving rise to
such liability. Liability under each Service shall be cumulative and
not per incident.
(7) In no event shall Cisco or its suppliers shall be liable for (A) any
indirect, incidental, special, punitive or consequential damages, lost
profits or lost data, whether arising in contract, tort (including
negligence) or otherwise; or (B) any costs or expenses for the
procurement of substitute equipment or services in each case, even if
End Users, Integrator, Cisco, or its suppliers have been informed of
the possibility thereof,
(8) Cisco makes no warranty to End User of any kind with respect to the
Product, express or implied, including, without limitation, the implied
warranties of merchantability, fitness for a particular purpose and
non-infringement of third party rights. Any and all Services provided
hereunder shall be performed in a workmanlike manner.
A sample Support Agreement for use by Integrator is located at the URL
identified in Attachment 3. Integrator shall attach the applicable Program
Description to each Support Agreement between Integrator and End User.
15
EXHIBIT G
FAR CLAUSES
A. Cisco will accept only the U.S. Government contract flowdown
provisions in this Exhibit in any purchase order from Integrator. Cisco will not
accept any other flowdown provisions, including, but not limited to, the United
States Government Federal Acquisition Regulation ("FAR") and its supplements..
Any such flowdown provisions on Integrator's purchase orders or supplementary,
documentation not specifically identified on this Exhibit are invalid,
notwithstanding Cisco's acceptance of such purchase orders or supplementary
documentation, whether for resale or internal use.
B. This Agreement pertains to the sale of "commercial items" as
that term is defined under FAR 2.101 and FAR Part 12. Notwithstanding any other
clause in the prime contract, only those clauses identified in 52.212-5(e) and
52.244-6 are required to be in subcontract agreements for commercial items or
commercial components, see FAR 12.502(b), 44.402(b). The following FAR clauses,
identified in 52.212-5(e) and 52.244-6 are hereby incorporated by reference,
with the same force and effect as if they were given in full. For purposes of
this Agreement, when appropriate in adopting the terminology of all the
following FAR clauses, the term "contract' shall mean this Agreement; the term
"Contractor" shall mean Cisco; the term "Government: and "Contracting Officer"
shall mean Integrator.
52.222-26 Equal Opportunity (Feb 1999);
52.222-35 Affirmative Action for Disabled Veterans and Veterans
of the Vietnam Era (Apr 1998)
52.222-36 Affirmative Action for Workers with Disabilities (Jun
1998)
SALES AGREEMENT SUMMARY / PROFILE FORM / DATABASE SUMMARY FORM
CUSTOMER DETAILS
Company Name/Address: INTERNETWORK EXPERTS, INC. (Main Party)
00000 Xxxxxx Xxxx Xxxxx 000
Xxxxxxx
XX 00000
Xxxxxx Xxxxxx of America (U.S.A.)
CONTRACT MANAGEMENT CONTACT:
Xxxx Xxxxxxx
00000 Xxxxxx Xxxx Xxxxx 000
Xxxxxxx
XX 00000
United States of America (U.S.A.)
: 000-000-0000
: xxxx.xxxxxxx@xxxxx.xxx
CONTRACT CLASSIFICATION: Channel, Resale, Federal
CONTRACT TITLE: Amendment 3
CONTRACT #: 8129
GLOBAL DEAL #:
INTERNATIONAL CISCO CONTRACTS
ACCOUNT MANAGER: Xxx X. Xxxxxx AREA FINANCIAL CONTROLLER:
CONTRACT NEGOTIATOR: Xxxx X. Xxxxxxxxxx GLOBAL SERVICE MANAGER:
NEW AGREEMENT: No
DESCRIPTION SUMMARY: Federal Amendment to US S1 to allow
Internetwork Experts to resell to the US
Federal Government
ADDITIONAL CONTRACT NEGOTIATOR
COMMENTS:
AFFILIATES
INCLUDE AFFILIATES: No
PARENT GUARANTEE: No
PARENT GUARANTEE COMMENTS:
OTHER DETAILS
CISCO SUPPORT: Yes
Support Types:
Cisco Brand Resale (CBR)
Other Support Types:
Federal CBR Exhibit
SALES TERRITORIES: United States Of America (U.S.A.)
FINANCIALS
FORECASTS: $ 8,000,000
PRICE LIST: Global Price List in US Dollars
PAYMENT CURRENCY: USD
LCA SIGNED: No
LCA COUNTRY:
MANDATORY TERMS
Standard/
Section in Non- Cisco
Mandatory Terms Contract Position Comments Standard Approver
--------------- ---------- ------------------------------ ---------------------------------------------- --------- -----------
Assignment 24.3 Other Party W/Cisco Consent & Assignment: STANDARD AGREEMENT Standard
Cisco W/O TERM:
Insurance Not Applicable Standard
Requirements
Multinational Multi-National Program Applies Multinational Deployment Standard
Deployment Policy: STANDARD AGREEMENT TERM:
Payment 30days Net From Ship/Invoice Payment:30 DAYS FROM DATE OF SHIPMENT: Standard
(Product) Date
Payment 30days Net From Invoice Date Standard
(Service)
Shipping & Fob Origin (Ucc), Shipping Term: FOB ORIGIN:, Title Passage: Standard
Delivery Other UPON TRANSFER OF POSSESSION TO CARRIER: Risk
of Loss: UPON TRANSFER OF POSSESSION TO
CARRIER: Delivery: CURRENT PRODUCT LEAD TIMES:
Termination 14.1 Other TERMINATION W/O CAUSE: 45 DAYS PRIOR WRITTEN Standard
(Product) NOTICE
Termination 14.1 Other TERMINATION W/O CAUSE: 45 DAYS PRIOR WRITTEN Standard
(Service) NOTICE
DISCOUNTS
% DISCOUNT TYPE COMMENTS/DESCRIPTION
----- ----------------------- ---------------------
25 Internal Use INTERNAL USE:
Flat-Rate Discount
45 Demo/Eval/Lab/Discount DEMO:
18
xx-xxxxx-xxxx@xxxxx.xxx, 12:40 PM 2/3/2003 -0800, VAP Request -12569 Your
Request has been Ap
Date: Mon, 3 Feb 2003 12:40:09 -0800 (PST)
From: xx-xxxxx-xxxx@xxxxx.xxx
To: xxxxxxxx@xxxxx.xxx
Subject: VAP Request - 12569 Your Request has been Approved.
X-Mailer: VapNotify
Your VAP Request 12569 has been Approved.
Requestor: Xxxx Xxxxxxxxxx
Position: Contract Negotiator
Title : Amendment #3 to the US Systems Integrator Agreement
Party name: Internetwork Experts, Inc.
You can view the request at following URL:
xxxx://xxxxx-xxxx.xxxxx.xxx/xxx/xxxxx/xxx/xxxxxxx/xxx.Xxxxxxx?xxx00000.
Sincerely,
VAP Administration
________________________________
This is a system generated message. Please do not reply to this email.
PRINTED FOR XXXX XXXXXXXXXX
19
