1 CUSTOMER SUPPORT AGREEMENT Clarent® Softswitch Products THIS CUSTOMER SUPPORT AGREEMENT (this “Agreement”), entered into as of ________ ____, 200__, by and between Verso Technologies, Inc. (“Verso”) and the undersigned Customer (“Customer”), sets forth the terms and conditions under which Customer may obtain technical support services from Verso. 1. DEFINITIONS. “Decommissioned Product” means units of Product that are not eligible for Services. “Eligible Products” means Verso’s Clarent® brand hardware and software products previously purchased by Customer from Verso or from a Verso supplier for use by Customer as an End User, excluding Decommissioned Products, and any other products that the parties mutually agree in writing to include as Eligible Products. “End User” means a person or entity that acquires one or more Eligible Products for its own internal use, and not for resale, remarketing, lease, loan or redistribution. A service provider that acquires Products for its own internal use for the purpose of providing telecommunications services to its own customers will be considered to be an “End User” within the meaning of this Agreement. “Hardware Services Rate” means the rate charged by Verso for Hardware Support Services initially set at the rate set forth in Exhibit A and subject to change as provided herein. “Hardware Support Services” means the hardware technical support services made available by Verso to Customer under this Agreement and described in more detail in the Support Supplement. “List Price” means the published standard price at which Verso sells an Eligible Product in the region in which the Customer is located. “Service Contract” means a contract for the provision of Services that may be purchased by Customer from Verso as described in Section 2.1 below. “Service Contract Anniversary Date” means the date that the term of a Service Contract begins. “Services” means Hardware Support Services and/or Software Support Services. “Software Services Rate” means the rate charged by Verso for Software Support Services initially set at the rate set forth in Exhibit A and subject to change as provided herein. “Software Support Services” means the software technical support services made available by Verso to Customer under this Agreement and described in more detail in the Support Supplement. “Support Blocks” means blocks of hours of Software Support Services that may be purchased from Verso by Customer as described in Section 2.2 below. “Support Fee” means the annual fee for Services due under a Service Contract. “Support Supplement” means the terms attached hereto as Exhibit B deemed to be a part of this Agreement and further detailing the support available to Customer. 2. SUPPORT OPTIONS. Customer may obtain Services by purchasing a Service Contract or Support Blocks as provided below. Customer will be entitled to receive Services only if it has a valid Service Contract or Support Block in effect for the Services. 2.1 Service Contracts. 2.1.1 Term and Coverage. Customer has the option of purchasing a Service Contract for Hardware Support Services, Software Support Services or both. The Service Contract shall have a one 2 (1) year term that begins on the Service Contract Anniversary Date. All Eligible Products owned or operated by Customer must be covered under the Service Contract. Additional Eligible Products acquired by Customer during the term of the Service Contract must be added to coverage under the Service Contract at the time of acquisition of the Eligible Products as provided in Section 2.1.4. 2.1.2 Extension of Term. Customer and Verso may renew a Service Contract for successive terms of one (1) additional year effective on the Service Contract Anniversary Date by mutual written agreement. Verso shall have the right to change the Hardware Services Rate and/or the Software Services Rate effective at the beginning of the next renewal term by providing Customer with written notice of the increase at least sixty (60) days before the end of the current term. 2.1.3 Support Fee. The Support Fee shall be payable in advance on an annual basis no later than the Service Contract Anniversary Date. Support Fees not paid when due shall be considered past due and shall accrue a late charge equal to one and one-half percent (1½%) per month (or the maximum legal rate in effect, whichever is less) of all outstanding amounts, accruing from the due date until final payment. The Support Fee shall be calculated based on the following formulas: For Hardware Support Services (Sum of List Prices in effect as of the Service Contract Anniversary Date for all units of Eligible Products classified as hardware owned or operated as of the Service Contract Anniversary Date) X (the Hardware Services Rate in effect as of the Service Contract Anniversary Date). For Software Support Services (Sum of List Prices in effect as of the Service Contract Anniversary Date for all units of Eligible Products classified as software owned or operated as of the Service Contract Anniversary Date) X (the Software Services Rate in effect as of the Service Contract Anniversary Date). 2.1.4 Additional Product. Upon acquisition of additional Eligible Products by Customer, Customer shall pay for one (1) full year of Support for the additional Eligible Products calculated using the formulas for Support Services in Section 2.1.3 above. Upon renewal of the Service Contract, the Support Fee for the renewal period will be credited for the portion of the Support Fee for the additional Eligible Products that overlaps the renewal period. For example, if Customer acquired additional Eligible Products midway through the term of the Service Contract, half of the Support Fee paid for the additional Eligible Products will be credited to the Support Fee for the renewal term. 2.1.5 Upgrades and Versions Supported. Customer shall be entitled to receive Maintenance and Feature Software releases for the Eligible Products (as defined in the Support Supplement) released by Verso during the term of such coverage at no additional charge. Verso is required to provide Software Support Services only for the current release and the next earlier minor feature version (as defined in section 1.5 of the Support Supplement) of any Eligible Products. Verso at its option may require Customer to pay an additional license fee for certain major enhancements or features contained in a new release. If Customer chooses not to pay the additional license fee, it would receive the new release without the major enhancements or features. 2.1.6 Ineligible Hardware. Hardware that has been shipped by Verso more than three years before the beginning of the Service Contract Anniversary Date shall not be eligible for Hardware Support Services without Verso’s prior written approval. 2.2 Support Blocks. 2.2.1 Purchase of Support Blocks. In lieu of purchasing a Service Contract for Software Support Services, Customer may purchase Support Blocks of 25 hours for $7,500 and of 100 hours for $25,000. Customer shall pay for Support Blocks in advance. Verso will endeavor to Customer when the unused balance of a Support Block falls below eight (8) hours and may automatically invoice Customer 3 for an additional Support Block when the unused balance falls below four (4) hours. Verso shall have the right to change the price it charges for Support Blocks upon thirty (30) days prior notice to Customer. Customer shall have the right to purchase no more than one (1) additional Support Block before a price increase takes effect. 2.2.2 Debiting of Support Blocks. A minimum of one (1) hour of Service will be debited to the Support Block for each service call. Time expended after the first hour will be debited in quarterhoou increments rounded up to the next quarter hour. The unused portion of a Support Block shall expire one (1) year after the purchase of the Support Block. Once the Support Block has been consumed or has expired, Verso shall have no further obligation to provide Services to Customer until Customer purchases an additional Support Block. 2.2.3 Versions Supported under Support Blocks. For purchasers of a Support Block, Verso will provide Software Support Services for previous releases of software. 2.2.4 Upgrades, Hardware Support Services. Purchasers of Support Blocks shall not be entitled to any software upgrades or new releases. Customer will be able to purchase Maintenance or Feature Software releases from Verso at prices to be determined by Verso. If Customer wishes to purchase a Maintenance or Feature Software release for an Eligible Product, it must purchase sufficient quantities to cover all copies of the Eligible Product previously purchased by Customer. Purchasers of Support Blocks will not be entitled to receive any Hardware Support Services unless the purchaser also purchases a Service Contract for Hardware Support Services. Verso may elect to make Hardware Support Services or replacement parts available to Customer at hourly rates and prices to be determined by Verso. 2.3 Extraordinary Expenses. In addition to the fees for Service Contracts or Support Blocks detailed above, Verso reserves the right to charge Customer for unusual or excessive telephone, shipping, handling, media or user manual expenses incurred by Verso in connection with Services provided. Verso shall notify Customer of these costs in advance. 2.4 U.S. Dollars. All prices and payments under this Agreement shall be in U.S. dollars. 3. CONDITIONS. All Services provided by Verso are subject to the following conditions: 3.1 Current Payment. The provision of all Services described herein is expressly conditioned upon Customer’s full and timely payment of Support Fees, Support Block fees, and other payment obligations owed to Verso under this Agreement and under any purchase agreement in effect between the parties. If Customer is delinquent in the payment of any amounts due to Verso, Verso may (without limiting its other rights or remedies) withhold the provision of any further Services until Customer pays all outstanding amounts and accrued late charges. 3.2 Exclusions. Notwithstanding anything to the contrary in this Agreement, under no circumstances will Verso have any obligation to provide Services, help, fixes, or any other support for any failures, problems, errors, or issues arising from or relating to any of the following circumstances: (a) any Eligible Products modified, customized, altered, or serviced by any entity other than Verso; (b) any versions of Eligible Products other than those eligible for Services as set forth in Section 2 above; (c) any failures, problems, errors, or other issues caused in whole or in part by abuse, misuse, carelessness, neglect, fault, or negligence of Customer or any user, including any failure by Customer to follow, comply with, or take heed of directions, instructions, restrictions, or warnings contained in the accompanying documentation; (d) any combination of Eligible Products with any equipment, software, or other materials not provided by Verso, to the extent that any failure, error, problem, or incompatibility arises from the combination and not from the Eligible Products alone; or 4 (e) any Eligible Products suffering from problems caused by malfunctions in other hardware or software not provided by Verso. 3.3 Response Times. Customer acknowledges and agrees that all response times, service level commitments, and any other statements (whether contained in this Agreement, any other agreement, or otherwise communicated to Customer by Verso) regarding the time for Verso to take any action represent good faith, non-binding estimates of the actual average time estimated by Verso for such actions. Verso shall use commercially reasonable efforts to meet the response times specified in the Support Supplement, but will not be liable in any way if it fails to achieve these estimates. 3.4 Software Upgrades and Maintenance. Verso's sole obligation with respect to providing software updates or upgrades under this Agreement shall be to make available to a Customer purchasing Software Support Services, via Verso’s FTP site, one (1) master copy of any such software update or upgrade within a reasonable time after such update or upgrade becomes generally available to Verso’s customers. 4. CUSTOMER'S GENERAL OBLIGATIONS. Customer agrees to perform all of the following obligations: 4.1 Training. Customer shall obtain and maintain adequate expertise and training with regard to Eligible Products to enable it to perform its obligations under the Support Supplement in a professional and timely manner. Verso may periodically review the quality and scope of Customer’s training and expertise on Eligible Products to determine whether Customer is capable of meeting this obligation. Customer’s failure to meet this obligation shall constitute a breach of this Agreement. 4.2 Reporting. No later than ten (10) days after the end of each calendar quarter, Customer shall deliver to Verso a report that specifies all Eligible Products added during the prior quarter, the serial number of the Eligible Products added, the Verso license key number associated with the Eligible Product, and the dates the Eligible Products were added. 4.3 RMA Process. Customer must comply with Verso’s Standard RMA Procedures in connection with the return of any Products to Verso. Customer shall return only Products covered by Hardware Support Services or for which the hardware warranty period is still in effect, unless Verso otherwise approves the return of the hardware. 4.4 Decommissioned Products. Commencing a minimum of one (1) year after the purchase of any particular Product by Customer, Customer may request that Verso reclassify such Product as “Decommissioned Product”; provided, that (i) Customer provides Verso with a representation stating (i) the type, serial number and location of each product to be decommissioned, (ii) that such Product is not in use and (iii) that Customer will immediately notify Verso if Customer places such Product back in use. Any reclassification will take effect on the first day of the quarter after the reclassification is processed. Verso shall not be obligated to refund any Support Fees paid for Decommissioned Products. If Customer subsequently advises Verso to reclassify an “’Decommissioned Product” as “Eligible Product” then Verso shall invoice Customer a standard recertification fee. 5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. 5.1 Software License. 5.1.1 Grant. Verso grants Customer a non-exclusive, non-transferable, and limited license (without the right to sublicense) to use, reproduce and distribute Maintenance releases or Feature Software releases of software for the sole purpose of maintaining and supporting copies of the software used by Customer as an End User under a valid license. 5.1.2 License Restrictions. Customer acknowledges that software and its structure, sequence, organization and source code constitute valuable trade secrets of Verso and its licensors. Customer shall not, and shall not to cause or permit others to (a) use, reproduce, distribute, perform, display, sublicense, sell, assign, pledge, timeshare, lease, loan, or rent, or otherwise transfer the software except as expressly permitted in Section 5.1.1; (b) except as permitted by established right under applicable law, decompile, disassemble, reverse engineer, or otherwise attempt to derive the 5 source code for the software for any reason, (c) modify, adapt, alter, translate, or create derivative works of the software, or (d) merge the software with other software or products. In no event shall Customer remove, alter or obscure any proprietary notices on the software, including copyright notices, and shall not permit any third party to do so. Customer’s failure to abide by any of these restrictions shall constitute a material breach of this Agreement giving Verso cause to immediately terminate this Agreement. 5.1.3 Ownership. The software provided under Section 5.1.1 is licensed, not sold, and Customer acknowledges and agrees that no title to any intellectual property rights subsiding in such software is transferred to Customer under this Agreement. Customer acknowledges and agrees that as between Customer and Verso, (a) Verso is and shall remain the sole and exclusive owner of all intellectual property rights in and to all Eligible Products (including software) and any improvements or modifications thereto; and (b) Customer has no rights in the intellectual property rights in Eligible Products (including software) or any improvements or any components of the foregoing. There are no implied licenses in this Agreement, and Verso reserves all rights in the software not expressly granted under this Agreement. 5.2 Confidentiality 5.2.1 Confidential Information. Customer shall maintain in confidence all confidential or proprietary information, firmware, software, source code, or any other information, including prices and discounts (“Confidential Information”) provided by Verso under this Agreement, whether in oral, written, graphic or electronic form. Customer shall not use, disclose or grant use of such Confidential Information except for the purposes of performing obligations or exercising rights under this Agreement. Customer shall obtain prior agreement from its employees, agents or consultants to whom disclosure is to be made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement. Customer shall use (and require that employees, agents and consultants use) at least the same standard of care as Customer uses to protect its own Confidential Information of a similar nature from unauthorized use or disclosure, but in no event less than reasonable care. Customer shall promptly notify Verso upon discovery of any unauthorized use or disclosure of the Confidential Information. 5.2.2 Exceptions. The obligations contained in Section 5.2.1 shall not apply if the Confidential Information: (a) was already known to Customer, other than under an obligation of confidentiality to Verso; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to Customer; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through an act or omission of Customer in breach of this Agreement; or (d) was disclosed to Customer, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others. 6. WARRANTY. Verso warrants that Services will be performed in a professional manner by qualified personnel. Verso’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for breach of the foregoing warranty shall be, at Verso’s option, to (a) re-perform any Services that do not comply with the warranty or (b) refund to Customer the portion of the fees actually paid by Customer to Verso allocable to the nonconforming Services. THE EXPRESS WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES OR ANY MATERIALS PROVIDED IN CONNECTION WITH DELIVERY OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, AND ACCURACY. VERSO DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE PRODUCTS (INCLUDING THE SOFTWARE) WILL BE UNINTERRUPTED OR ERROR-FREE. PARTNER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION 6. 6 7. LIMITATION OF LIABILITY. VERSO SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERSO'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO VERSO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THIS SECTION SHALL BE GIVEN FULL EFFECT EVEN IF THE WARRANTY PROVIDED IN SECTION 6 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 8. TERM. This Agreement may be immediately terminated upon notice by either party of a material breach of this Agreement by the other party if the breach is not remedied within thirty (30) days after the breaching party receives notice in writing specifying such breach. 9. OTHER TERMS. 9.1 Independent Contractors. Each party hereto is an independent contractor of the other and neither shall be deemed an employee, agent, partner or joint venture of the other. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. 9.2 Assignment. Neither this Agreement nor any right or duty under this Agreement may be assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Verso, which may be withheld in its sole and absolute discretion, and any attempted assignment and delegation without such consent shall be void and without effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, heirs, administrators, successors and permitted assigns except as otherwise provided herein. 9.3 Notices. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party hereto by the other party shall, unless otherwise provided, be in writing and shall be deemed duly served and given when personally delivered to either of the parties to whom it is directed, or in lieu of such personal service, (a) on the same day of transmission by confirmed facsimile, (b) seven (7) days after deposit in the mail, first class air mail postage prepaid, or (c) two (2) business days after being sent by express courier, addressed to the respective addresses set forth on the signature page of this Agreement or such updated addresses as the parties may indicate in writing from time to time. In addition, Verso may provide notice to Customer by email to the Customer email address specified on the signature page hereto. 9.4 Force Majeure. Except for the duty of payment for Services, neither party shall be responsible or liable to the other party for nonperformance or delay in performance of any terms or conditions of this Agreement due to acts of God, government-imposed embargos, wars, disruptions in telecommunications services or the Internet, acts of terrorism, energy crises, riots, strikes or other labor disputes, shortages of labor or materials or other causes beyond the reasonable control of the non-performing or delayed party. 9.5 Language. This Agreement, and the attachments hereto, are prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect. Any notice required or permitted to be given by one party to the other under this Agreement shall be in the English language and shall be in writing. 9.6 No Waiver. Any waiver (express or implied) by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. No provision of the Agreement shall be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. 7 9.7 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. 9.8 Governing Law and Jurisdiction. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Georgia without giving effect to any conflict of laws principles that require the application of the laws of a different state. The parties expressly agree that the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of or relating to this Agreement may be commenced in a federal court in Atlanta, Georgia or in state court in Fulton County, Georgia, and each party irrevocably submits to the jurisdiction and venue of such courts. Subject to the mutual agreement of the parties, any dispute arising out of or relating to this Agreement may be resolved by binding arbitration conducted by a panel of three (3) arbitrators to be held in Atlanta, Georgia under the Rules of Arbitration of the International Chamber of Commerce. Any such arbitration shall be conducted in the English language and the arbitrators will issue a final written, English-language opinion supporting their decision. The arbitrators will not have the authority to assess indirect, consequential, indirect or punitive damages. 9.9 Construction. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise provided, the term “including” as used herein shall mean “including without limitation.” 9.10 Entire Agreement. This document constitutes the entire agreement of Verso and Customer with regard to the subject matter hereof and supersedes all prior and contemporaneous negotiations, statements and agreements, whether written or oral. No prior or contemporaneous representation or warranty related to the subject matter hereof shall be deemed effective or part of this Agreement, except when made in writing and signed by a duly authorized representative of the respective party. Any preprinted terms and conditions, including modifications thereto, that appear on any other document, including, without limitation, any purchase orders or similar documents now or hereafter created, shall be deemed without effect and shall be superseded in their entirety by the terms and conditions of this Agreement unless: (a) such document has been executed by the duly authorized representatives of the parties; and (b) such document expressly indicates the parties’ intent that such preprinted terms and conditions, including modifications thereto, shall be deemed an amendment to this Agreement. This Agreement may be amended only by a written document executed by duly authorized representatives of Verso and Customer. 9.11 Counterparts; Facsimile Signatures. This Agreement, and any amendment or waiver of the terms hereof, may be signed in counterparts, each of which will constitute an original and all of which together shall constitute one and the same instrument. Any signature may be delivered by facsimile, which shall have the effect of an original signature. [Remainder of page intentionally blank.] 8 CUSTOMER By: Name: Title: Date: Address: ________________________ ________________________ ________________________ Attention: ________________ Phone: ___________________________ Fax: _____________________________ e-mail: ___________________________ VERSO TECHNOLOGIES, INC. By: Name: Title: Date: Address: Verso Corporation 400 Galleria Parkway, Suite 300 Atlanta, Georgia 30339 Attention: Chief Financial Officer Phone: 678-589-3500 Fax: 678-589-3750 9 Exhibit A Initial Hardware Services Rate: 9% Initial Software Services Rate: 9% 10 Exhibit B SUPPORT SUPPLEMENT FOR CUSTOMER SUPPORT AGREEMENT This Support Supplement provides some specific details of the Services available to Customer under the Customer Support Agreement (the “Agreement”) if Customer purchases Support Blocks or a Service Contract under the Agreement. This Support Supplement is subject to the Agreement. Capitalized terms referenced but not defined herein shall have the meaning ascribed to them in the Agreement. 1. DESCRIPTION OF SERVICES 1.1 Active Technical Support. Subject to the terms of the Agreement, Verso shall provide Services to Customer to the extent the Customer has a Service Contract in place for Hardware Support Services and/or Software Support Services. Verso will also provide Software Support Services to Customer to the extent the Customer has hours remaining in a validly purchased Support Block. All Services that Verso provides under this section will be provided Monday through Friday, 6 a.m. to 6. p.m. Mountain Time, Verso holidays excluded. Verso will provide pager support on nights, weekends and holidays. (a) Tier 1. Tier 1 technical support refers to the services and assistance provided to Customer via telephone and email during the course of installation, implementation and application of Eligible Products. Tier 1 support establishes initial contact with Customer and includes the creation of a “Trouble Ticket” with information about the reported problem. Tier 1 support representatives take all new client calls, answer routine questions, and document reports of non-routine problems. If necessary, these representatives then schedule a callback or dispatch the call into the Tier 2 support analyst queue. Tier 1 support will assign a unique case number to each Trouble Ticket, which will be used to track the case in communications between Customer and Verso. This Verso-supplied case ID number will be used in all communications with Verso’s technical support. (b) Tier 2. Tier 2 technical support refers to support services via telephone and email once the Tier 1 support process has been exhausted and the “Trouble Ticket” has been escalated to Tier 2 support. A “Problem Detail Report” is created at Tier 2. Tier 2 support follows established problem resolution methodologies (investigation, analysis, test and deployment) to coordinate with the discovery and solution formulation processes. If the Trouble Ticket cannot be resolved at Tier 2, it will be escalated to Tier 3 support. (c) Tier 3. Cases which cannot be resolved at Tier 1 or Tier 2 will be escalated by Verso to Tier 3 technical support. Customer must provide Verso with a completed Problem Detail Report prior to submission of a Trouble Ticket to Tier 3 technical support. Upon intake into Tier 3 support, each Trouble Ticket will be classified by Verso into one of the following four categories: (1) Urgent Priority: system down, or loss of critical functionality for more than the down time threshold (30 minutes); (2) High Priority: a serious defect which results in loss of service functionality but which does not prevent the system from operating; (3) Medium Priority: a defect which results in no loss of service functionality or for which a work around exists; or (4) Low Priority: enhancement request, non-material defect, or other error that does not unreasonably inconvenience the client or affect performance. A Verso technical support specialist, together with Customer, coordinates Tier 3 support. Portions of Tier 3 support may be provided by the technical support organizations of Verso’s technology partners. (i) Verso will use commercially reasonable efforts to provide the following Tier 3 support in the following stages: (1) Acknowledge receipt of the Service request and confirm information and/or obtain further information from Customer within (a) one (1) hour after intake of a Urgent Priority Trouble Ticket; (b) next business day after intake of a High Priority Trouble Ticket; or (c) two (2) business days after intake of a Medium Priority Trouble Ticket or (d) five (5) business days after intake of a Low Priority Trouble Ticket. (2) Commence problem resolution with investigation (or problem identification). Coordinate activities with Customer technical support contact. Generate action plan describing the problem solving approach and suggested resolution process. The response targets in the table in Section 1.2 below will apply to the formulation of an action plan. 11 (3) Continue with problem resolution steps (analysis, build and test). Communicate status to Customer’s technical support contact in a timely fashion. The following response targets will apply for frequency of status updates: (a) daily status reports for Urgent Priority; (b) weekly status reports for High Priority; and (c) monthly status reports for Medium and Low Priority. (4) Determine whether the Problem Detail Report and Trouble Ticket should be converted to an Enhancement/Product Defect entry into the bug tracking system. For Problem Detail Reports that have transformed into either a Product Bug Report or Enhancement request, a Bug ID number will be entered into the Trouble Ticket for tracking purposes. (5) Deliver or deploy any resulting workaround, solution, or problem resolution action plan. Any software patches will be provided in downloadable form, via Verso’s FTP site if Software Technical Support has been purchased. The Problem Detail Report and Trouble Ticket is then closed by Verso technical support. (ii) For a Customer generated Trouble Ticket, all communications will be directed to the Customer technical support contact. Verso on site technical support is not included under the Agreement and will be provided at an additional charge only after mutual agreement between Verso and Customer. 1.2 Target Response and Resolution Times. Verso will use commercially reasonable efforts to provide a first response to a newly submitted Trouble Ticket and to provide a resolution to the problem reported in the Trouble Ticket in accordance with the following targets: Priority Target Response Target Resolution Urgent One (1) hour after receipt ASAP, worked continuously High Next business day after receipt 21 calendar days after receipt Medium Two (2) business days after receipt Next Maintenance release or sixty (60) calendar days for products in maintenance mode Low Five (5) business days after receipt As time permits 1.3 Hardware Repair or Replacement. During the period in which Customer is covered by Hardware Support Services, Verso will, at its option, either repair or replace Customer’s covered hardware at no additional charge to Customer if the hardware fails to operate substantially as described in the documentation accompanying the Eligible Product when used by Customer in accordance with the instructions in the documentation accompanying the Product and in a compatible operating environment specified in such documentation. The repair or replacement hardware provided to Customer hereunder may consist of new or refurbished product. This provision does not apply to any hardware that has been damaged or abused; altered or repaired by anyone other than Verso; or used improperly or outside the operating conditions specified for such hardware. In order to receive any repair or replacement under this provision, Customer must ship the nonconforming hardware back to Verso according to Verso’s Standard RMA Procedures. Customer shall bear the cost of freight and insurance of shipping returned Products to Verso and for Verso shipping repaired products to Customer. All returned Products shall be shipped in the original, or substantially similar, packaging and container and shall conspicuously display a valid RMA number obtained using Verso’s Standard RMA Procedures. 1.4 Technical Support Resources. Verso will also provide the following additional technical support resources to a Customer with a valid Service Contract: (a) access to Verso’s on-line support web site; and (b) periodic technical support bulletins, published via Verso’s website. 1.5 Software Release Upgrades. Verso will make available to Customer any Maintenance and Feature Software releases that become generally available for the Eligible Products to the extent Customer is entitled to receive 12 such upgrades under Section 2 of the Agreement. A Maintenance release means a software problem fix that is made generally available to customers of applicable Eligible Products. Feature Software releases include new features, major functional enhancements, or other significant improvements or new versions of the Eligible Product. Generally, where Verso’s software version designation convention uses the form x.y.z, a software release designated by an incremental change in z (i.e., 4.0.0 to 4.0.1 or 4.0.2) will constitute a Maintenance release, while a major new feature release designated by an incremental change in x (i.e. 4.0.0 to 5.0.0) and a minor feature release designated by an incremental change in y (4.1.0 to 4.2.0) will constitute a Feature Software release. Verso at its option may require Customer to pay an additional license fee for certain major enhancements or features contained in a new release. If Customer chooses not to pay the additional license fee, Customer would receive the new release without the major enhancements or features. 1.6 Installation Services. Customer may purchase installation services from Verso pursuant to Verso’s standard professional services terms, billed at Verso’s then-current standard rates for such services. 2. CUSTOMER REQUIREMENTS 2.1 Baseline Requirements. (a) Customer must have a reasonable minimum number of Qualified Employees (as defined below) to competently perform its support obligations and interface to Verso technical support. Verso recommends that each Qualified Employee be certified for Solaris Unix, Microsoft NT/SQL Server and/or Oracle. (b) Customer must implement a Trouble Ticket program (Case Tracking Software) to capture the minimum information described above in Section 1.1 of this Support Supplement. 2.2 Qualified Employees. A “Qualified Employee” is an employee of Customer that attends the Verso education training courses prescribed by Verso for each Eligible Product supported by Customer. 2.3 Changes to Curriculum. Verso may revise the standards required to be designated a “Qualified Employee” from time to time in response to product introductions, service expectations and support experience with Customer. Existing Qualified Employees must meet these new standards within six months after any such revision.