EXHIBIT 10.53
GLOBALCENTER Master Service Agreement No. OWP 00001
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This Master Services Agreement (this "Agreement") is entered into as
the 20th day of April 1998 ("Effective Date") by and between the entity
indicated on the Services Order Form attached hereto, with an office at the
address listed on the Services Order Form, ("Client"), and GlobalCenter, Inc.,
a corporation with offices at___________________________________________________
________________________________________________________________________________
("GlobalCenter"), and describes the terms and conditions pursuant to which
GlobalCenter shall license to Client certain Software and provide certain
Services (as defined below).
In consideration of the mutual promises and upon the terms and
conditions set forth below, the parties agree as follows:
1. NATURE OF AGREEMENT. This is an Agreement for the provision by
GlobalCenter of Internet connectivity services (the "Bandwidth"), the lease of
equipment to provide such services (the "Hardware"), the availability of space
to store and operate such Hardware ("Space") and the licensing of software to
provide such Services (the "Software"), together comprising an Internet
connectivity and collocation package to be provided by GlobalCenter under this
Agreement (together, the "Services").
2. SERVICE ORDERS
2.1. Orders. Client may issue one or more service orders describing the
Bandwidth, Space, Hardware, and Software that Client desires ("Service
Order"). Each Service Order will set forth the prices, initial term of
Services and other information in the form set forth in the Service Order
Form. No Service Order shall be effective until accepted by GlobalCenter. All
Service Orders will be subject to the terms and conditions of this Agreement,
and the terms of this Agreement shall supersede any terms and conditions which
may appear on Client's order form, or purchase order.
2.2. Cancellation. In the event that Client cancels or terminates a
Service Order at any time for any reason whatsoever other than expiration of
a Service Order or a Service Interruption (as defined below), Client agrees to
pay GlobalCenter as a cancellation fee all Monthly Recurring Charges specified
in the Service Order for the balance of the term therefor, which shall become
due and owing as of the effective date of cancellation or termination.
2.3. IP Addresses. GlobalCenter may assign on a temporary basis a
reasonable number of Internet Protocol Addresses ("IP Addresses") from the
address space assigned to the GlobalCenter by InterNIC. Client acknowledges
that the IP Addresses are the sole property of GlobalCenter, are assigned to
Client as part of the Service, and are not "portable," as such term is used by
InterNIC. GlobalCenter reserves the right to change the IP Address assignments
at any time; however, GlobalCenter shall use reasonable efforts to avoid any
disruption to Client resulting from such renumbering requirement. GlobalCenter
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.
3. SOFTWARE LICENSE AND RIGHTS
3.1. License. During the term of the applicable Service Order,
GlobalCenter grants Client a non-transferable, nonexclusive license to use the
Software in object code form only, solely on the Hardware 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, Hardware,
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.
3.4.1. 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 GlobalCenter on any such copies;
3.4.2. reverse engineer; decompile, disassemble, or otherwise attempt to
derive source code from the Software;
3.4.3. sell, lease, license or sublicense the Software or the documentation;
3.4.4. write or develop any derivative software or any other software program
based upon the Software or any Confidential Information (as described below);
or
3.4.5. use the Software to provide processing services to third parties, or
otherwise use the Software on a service bureau basis.
4. HARDWARE TERMS AND CONDITIONS
4.1. Installation. GlobalCenter will use commercially reasonable efforts
to install the Hardware as the Hardware is shipped to GlobalCenter. At
Client's request, GlobalCenter 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 GlobalCenter shall obtain and deliver to the Space the
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GLOBALCENTER Master Service Agreement No. OWP 00001
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Hardware. In the event Client leases the Hardware, the following terms and
conditions shall apply. The Hardware is and shall remain the property of
GlobalCenter. 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 GlobalCenter's prior written permission. Client shall be responsible
for any damage to the Hardware. 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 in 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 GlobalCenter
to delete, all copies of the Software, associated documentation, or any other
materials of GlobalCenter resident on the Hardware.
5. SPACE
5.1. License to Occupy. GlobalCenter 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. In the event, however, that this arrangement
shall be construed by the owner of the building in which the Space is situated
to be such a grant and if the landlord of the building asserts such a grant to
be a violation of the lease under which GlobalCenter occupies its premises,
GlobalCenter agrees to cooperate with Client in obtaining the approvals Client
may need to obtain from the landlord.
5.2. Material and Changes. Client shall not make any construction changes
or material alterations to the interior or exterior portions of the Space,
including any cabling or power supplies for the Hardware, without obtaining
GlobalCenter's prior written approval for Client to have the work performed.
Alternatively, Client may request GlobalCenter to perform the work.
GlobalCenter reserves the right to perform and manage any construction or
alterations within the Space areas at rates to be negotiated between the
Parties hereto. Client agrees not to erect any signs or devices to the
exterior portion of the Space without submitting the request to GlobalCenter
and obtaining GlobalCenter's advance written approval.
5.3. Damage. Client agrees to reimburse GlobalCenter for all reasonable
repair or restoration costs associated with damage or destruction caused by
Client's personnel, Client's agents, Client's suppliers/contractors, or
Client's visitors during the term or as a consequence of Client's removal of
the Hardware or property installed in the Space.
5.4. Insurance. Unless otherwise agreed, Client agrees to maintain, at
Client's expense, (i) Comprehensive General Liability Insurance in an amount
not less than One Million Dollars ($1,000,000) per occurrence for bodily injury
or property damage, (ii) Employer's Liability in an amount not less than Five
Hundred Thousand Dollars ($500,000) per occurrence, and (iii) Worker's
Compensation in an amount not less than that prescribed by statutory limits.
Prior to taking occupancy of the Collocation Space, Client shall furnish
GlobalCenter with certificates of insurance which evidence the minimum levels
of insurance set forth herein. Client shall also maintain insurance covering
Hardware or property owned or leased by Client against loss or physical
damage.
5.5 Regulations. Client shall comply with and not violate all of
GlobalCenter's safety, health and operational rules and regulations, which may
be amended by GlobalCenter from time to time. Client's failure to comply with
GlobalCenter's rules and regulations shall constitute a material default under
this Agreement. GlobalCenter 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 GlobalCenter, or such
other clients' use of the space.
5.6. Disclaimer. GlobalCenter does not make any representation or warranty
whatsoever as to the fitness of the Space for Client's use. Client hereby
assumes any and all risks associated with Client, its agents or employees' use
of the Space and shall indemnify, defend and hold harmless GlobalCenter from
any and all claims, liabilities, judgments, causes of action, damages, costs,
and expenses (including reasonable attorneys' and experts' fees), caused by or
arising in connection with such use.
6. SERVICE INTERRUPTIONS
6.1. 99% Uptime Guarantee. In the event of Downtime (as defined below),
the monthly fee payable for the Services shall be reduced as follows:
6.1.1. If the total Downtime in the calendar month is more than
seven and two-tenths (7.2) hours, but does not exceed fourteen and
four-tenths (14.4) hours, the monthly fee for that month shall be
reduced by one-third (33.3%);
6.1.2. If the total Downtime in the calender month is more than
fourteen and four-tenths (14.4) hours, but does not exceed twenty-one
and six tenths (21.6) horus, the monthly fee for that month shall be
reduced by two-thirds (66.6%); and
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6.1.3. If the total Downtime in the calendar month is more than twenty-
one and six-tenths (21.6) hours, the monthly fee for that month shall be
waived.
For the purposes of this Section, Downtime shall mean any interruption of one
(1) minute or more in the availability to users of any Web site residing on the
Hardware and made available through the Services, only if such interruption is
due to either (i) failure by GlobalCenter to manage a server anomaly so as to
avoid interruption in Web availability, or (ii) a disruption in the connection
between any such server and the Internet. For purposes of this Section, the
Internet is deemed to consist of services that commence where GlobalCenter
transmits a Client's content to GlobalCenter's carrier(s) at the GlobalCenter
border router port(s). Such carriers provide GlobalCenter with private and
dedicated bandwidth. GlobalCenter undertakes no obligation for the circuit or
link between GlobalCenter's facilities and such carrier's services. If router
packet loss is excess of seventy percent (70%) and is sustained for sixty (60)
seconds or more, GlobalCenter will classify this an "outage." If an "outage"
continues for a time period of more than two (2) minutes, then such outage will
be deemed Downtime.
6.2 Investigation of Service Interruptions. At Client's request, GlobalCenter
will investigate any report of Downtime, and attempt to remedy any Downtime
expeditiously. GlobalCenter reasonably determines that all facilities, systems
and equipment furnished by GlobalCenter are functioning properly, and that
Downtime came from some other cause, GlobalCenter reserves the right to recover
labor and materials cost for services actually performed at the usual and
customary rates for similar services provided by GlobalCenter to clients in the
same locality.
6.3 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) hours or more.
6.4 Sole Remedy. The terms and conditions of this Section 6 shall Client's
SOle remedy and GlobalCenter's sole obligation for any Downtime.
7. USER CONTENT. 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 is 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 GlobalCenter has reasonable
grounds to believe that Client or a user is utilizing the Services for any such
illegal or disruptive purpose, GlobalCenter may suspend or terminate Services
immediately upon notice to Client. Client shall defend, indemnify, hold harmless
GlobalCenter 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.
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
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Journal at the time of assessment or the maximum lawful rate, whichever is less,
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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 sixty (60) days, GlobalCenter may upon written notice to
Client either action, any equipment or other assets of Client then in
GlobalCenter's possession and sell them in partial satisfaction of such unpaid
sums, or request Client to remove equipment from GlobalCenter's premises within
ten (10) days. If Client fails to so remove, GlobalCenter 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. GlobalCenter 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. GlobalCenter 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 our of (a) modification, alteration or addition or attempted
modification, alteration or addition of the Hardware or Software undertaken by
persons other than GlobalCenter or GlobalCenter'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 GlobalCenter. 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 GlobalCenter. 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 until terminated in accordance with this Section 10. The term of
each Service Order shall be as indicated therein. The term of any Service Order
may be extended upon mutual agreement.
10.2. Termination Upon Default. Either party may terminate 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 GlobalCenter's breach, GlobalCenter shall refund to Client any Service
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. Termination Upon Notice. From and after the date that is twelve months
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after the Effective Date, either party may terminate this Agreement for any
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reason or for no reason, effective upon thirty (30) days after delivery of
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written notice of termination by such party to the other party.
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10.4. Effect of Termination. The provisions of Sections 1, 2.3, 3.2, 3.3, 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 indentified 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 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 as 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 material to Disclosing Party upon request.
12. LIMITATION OF LIABILITY. GLOBALCENTER'S LIABILITY FOR ALL CLAIMS
ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY
CLIENT TO GLOBALCENTER UNDER THIS AGREEMENT. IN NO EVENT SHALL GLOBALCENTER 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 GLOBALCENTER HAS BEEN
ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
13. DISCLAIMER OR WARRANTIES. GLOBALCENTER 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 GLOBALCENTER HEREUNDER.
14. MISCELLANEOUS
14.1. Independent Contractor. The relationship of GlobalCenter 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
acquire 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.
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GLOBALCENTER Master Service Agreement No. OWP 00001
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14.3. Assignment. Client may not assign this Agreement, in whole or in
part, either voluntarily or by operation of law, 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 sales or principles. The parties hereby agree to the exclusive
jurisdiction of the state and federal courts located in Santa Xxxxx County,
California.
14.5. Entire Agreement and Waiver. This Agreement shall constitute the
entire agreement between GlobalCenter and Client with respect to the subject
matter hereof and all prior agreements, representations, and statement with
respect to such subject matter are suspended hereby, including without
limitation any non-disclosure agreement previously executed between the
parties. This Agreement may be changed only by written agreement signed by
both GlobalCenter 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 wavier 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
court of other tribunal of competent jurisdiction to be unenforceable, that
provision will be enforced to the maximum extent permissible under applicable
laws, 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 solicit, nor attempt to solicit
the cervices, of any employee or subcontractor of GlobalCenter without the
prior written consent of GlobalCenter.
14.8. Substitution. GlobalCenter may substitute, change or modify the
Software or Hardware at any time, but shall not thereby alter the technical
parameters of the Services.
GlobalCenter Client
/s/ Xxxx Xxxxxxx
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By: By: Xxxx Xxxxxxx
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Title: Title: CEO
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GLOBALCENTER Master Service Agreement No. OWP 00001
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SERVICE SPECIFICATION
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Collocation Service
GlobalCenter 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, GlobalCenter 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:
* Janitorial Services
* 24 x 7 Access to the Space
* Authorized Security System Access to Raised Floor Collocation Space
* Primary A/C 110 volt Power to the Space
* Backup Power - UPS Systems & Battery Plant (30-60 minute survivability
objective)
* Generator Back-up (Sustained backup power)
* HVAC Systems for facility air conditioning
* Fire Control Systems
* Network Monitoring Systems
* Redundant Network Connectivity and Hardware
* 19" Rack Spaces for installation of Hardware
* 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 ExpressLane/TM/
statistics on Client information base; including bandwidth usage, statistics
and network availability reporting, host monitoring and management interface,
access to GlobalCenter incident tracking system to expedite fault resolution
and remote server reboot.
24x7 console access: GlobalCenter facilities in Sunnyvale and Xxxxxxx will
provide systems which allow Clients access to a terminal with a connection to
servers inside the Data Centers.
GlobalCenter Escalation Plan and Procedures: To be provided in the
GlobalCenter Welcome Package 5-10 days after contract signing.
Right-of-Way and Access:
GlobalCenter will allo 24 x 7 access and right-of-way to Client Hardware
located in GlobalCenter facility at no charge. Clients will be escorted at
all times while in the facility. Access to the facilities will not be
unreasonably be withheld by GlobalCenter to Clients for performing appropriate
procedures and maintenance of Hardware, facilities, and systems.
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FRONTIER SERVICE ORDER #2.0 SERVICE ORDER TERM: 12 MONTHS
GLOBAL CENTER MSA # 1.0 SERVICE ORDER DATE: 5/20/99
Site Express-Sunnyvale, CA MDC ESTIMATED INSTALL DATE:
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Primary Conduct: Xxxx Xxxxxxx Contact Xxxx Kunikhisa
Secondary Contact: Accounting Executive
Company: One Web Place Address: Frontier GlobalCenter, Inc.
Address: 0000 Xx Xxxxxx Xxxx 0000 X. Xxxxxx Xxx.
City/St/Zips Los Altos, CA 94022 Xxxxxxxxx, XX 00000
Phone: 000-000-0000 Phone: 000.000.0000
FAX: 000-000-0000 FAX: 408.328.4806
Email: xxxx@xxxxxxxxxxx.xxx Email: xxxxx@xxxxxxxxxxxx.xxx
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Site Express One Time Installation Fees:
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Item# Description Qty. Unit Price Total with
discount
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1 Account Set Up: Dedicated Switched 100Mbps Ethernet Port 1 $1500 *Waived Per
Xxxxx Xxxxxxxx
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2 1 $1100 $500
7'X19" Full Rack Set Up *Discounted
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3 Technical Account Manager (TAM) Installation Per Server, 2 $200/Hour $400
Application and/or device
Minimum 2 hour installation includes port allocation, IP address
allocation, customized remedy monitoring setup, Express Control
Additional TAM hours available for customized hardware and
software installation and/or configuration. All non-standard
business and non contracted hours" billed at $100 uplift per hour
*standard business hours are M-F 8:00 a.m. -- 6:00 p.m.
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One Time Total $900.00
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Site Express Monthly Recurring Fees:
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Item# Description Qty. Unit Price Total with
discount
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1 Co-location: 1 $1000 $900
Half Rade 7'X19" w/ 10 amps power.
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2 Committed Bandwidth: guaranteed dedicated switched bandwidth 1 $1250 $950
to the Frontier GlobalCenter backbone via Cisco Catalyst 5500
switch, priced per committed, 1 Mbps. *Discounted
Per Xxxxx
Xxxxxxxx
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3 Barstable Bandwidth: Bandwidth above the committed 1 Mbps
determined and billed via the 95th Percentile Rule TBD $1250 TBD
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FRONTIER The Information (data) contained to this Service Order is confidential and proprietary information, and
GLOBALCENTER contains trade secrets and other privileged information. It is furnished to the Buyer in confidence and
upon the condition, that is by used only for internal evaluation purposes, and not infringed or disclosed to
those parties without the written consent of Frontier GlobalCenter. Terms outlined in this Service Order/Quote
are valid and may be accepted for 60 (sixty) days from the Services Order Date. April 1998, Rev. 1.0
SiteExpress Solo Service Order/Quote Rev. 1.1 April 1998
FRONTIER SERVICE ORDER-# 1.0 SERVICE ORDER TERM: 12 MONTHS
GLOBALCENTER MSA # 1.0 Service Order Date: 5/20/99
Site Express-Sunnyvale, CA MDC Estimated Install Date:
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Item # Description Qty Unit Xxxxx Total with
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4 Technical Account Manager (TAM) Consulting Time: TBD $200 Per Hour TBD
Pre-contracted or per monthly time billed at $200
per hour during standard business hours
* $100 split per hour for all work occuring during
non-standard business hours (Standard business
hours defined as 8 A.M.-5 P.M Monday through
Friday and/or work requested with less 72
hours modification.
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Monthly Recurring Total $1,850.00
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95th Percentile Rule
Every Frontier GlobalCenter direct purchase a guaranteed amount of bandwidth
per month on the Frontier GlobalCenter Internet Backbone. Bandwidth
fluctuations do occur over time and there may be certain periods where your
Site will burst over the amount of bandwidth purchased. Frontier Global clients
are billed for the guaranteed or committed bandwidth each month. Bandwidth
above that completed amount is determined and billed via Frontier GlobalCenter's
SNMP bandwidth monitoring. Frontier GlobalCenter will sample (samples equal
data point reflecting bandwidth utilization at that particular instance) your
average bandwidth utilization every 30 minutes and store those samples for a
period of one month.
At one end of the month, all data samples are sorted from highest to lowest and
the top 3% are discarded. The highest remaining data sample will the be
referred to as the "95th Percentile" number. This member will then used as the
basis in conducting the bandwidth rate for that particular month over the
guaranteed or committed bandwidth rate.
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Service Order subject to a Frontier GlobalCenter Master Service Agreement.
Service Orders serves as a Purchase Order when signed by an authorized
representative. Please send or FAX signed Service Order to the above Frontier
GlobalCenter address.
Accepted by: XXXX XXXXXXX
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Printed Name: Xxxx Xxxxxxx
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Title: CEO
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P.O. #: 11237
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Date: 5-20-99
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For Frontier Global/Center:
Accepted by: Xxxxxxxx Date: 4-27-97
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Printed Name: Xxxxxxxx Title: Director
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