Partner Service Level Agreement REV 01 April 24, 2003 Page 1 TERMS & CONDITIONS OF NETPERFORMER SERVICE LEVEL AGREEMENT (SLA) FOR END-USER 1 GENERAL TERMS This Service Level Agreement (the “Agreement”), entered into as of _______________, 200__ (the “Effective Date”), defines the terms and conditions under which Verso Technologies, Inc. (“Verso”) will provide technical support services to _______________, hereafter referred to as the Customer, for the support of NetPerformer products. 1.1 Term of Agreement Unless earlier terminated as provided herein, this Agreement shall expire on December 31 of the year of the Effective Date if the Effective Date is from January 1 through June 30 or on December 31 of the year after the Effective Date if the Effective Date of this Agreement is from July 1 through December 31. This Agreement shall automatically renew for successive additional one (1) year periods unless either party notifies the other party in writing of its intention not to renew ninety (90) days prior to the end of the existing term. 1.2 Terms and Acronyms The terms set forth below shall be defined as follows when used in this Agreement. Term or Acronym Definition End-user or Customer A person or entity that acquires one or more Products for its own internal use, and not for resale, remarketing, lease, loan or redistribution. Products NetPerformer product(s) including hardware, software and services, purchased by the End-user from Verso and/or from an authorized distributor(s) or reseller(s). Services Support Service, Maintenance Service and Repair Services offered by Verso to the Customer under this Agreement. Partner Service Level Agreement REV 01 April 24, 2003 Page 2 TIER 1 Support level The first level of support for the Customer. Tier 1, will validate that the Customer requesting support has a proper support agreement and will create a case in the tracking system. Tier 1 support will provide answers to frequently asked questions, provide updates to cases, initiate RMAs to be authorized by Verso Tier 3, and provide general assistance to the Customer. When an issue requires additional technical assistance, the case will be escalated to Tier 2. TIER 2 Support level Tier 2 has the technical competency and capability to troubleshoot and/or reproduce and carry out diagnostics for the majority of Customer problems. Investigation of a case at this level involves analysis of the technical information received, and dialing into the network to investigate individual configuration data as well as network configuration. Tier 2 will escalate technical issues to Tier 3 if required. TIER 3 Support Level Tier 3 support issues are generally limited to those that are more complex in nature or that involve changes in the software. Tier 3 will work to isolate the root cause of a problem and determine possible solutions (e.g. re-configuration, a workaround, downloading appropriate software versions that may contain modifications or solutions to problems already resolved). Tier 3 works with the Verso Tier 4 engineering/software design teams particularly for cases where a software patch may be required. Tier 3 is responsible for authorizing RMAs. TIER 4 Support Level Tier 4 is the Verso engineering team responsible for creating changes and software fixes. Verso’s technical support organization is responsible for determining whether to escalate an item to Tier 4. The Tier 4 team ensures that fixes are documented and are rolled into the next appropriate general release of the NetPerformer software. Problem Priority When a problem is reported, an assessment of the severity will be made by the Verso technical support organization and the organization will assign a severity level at its sole discretion to the problem ticket or case. The following four (4) priorities will be used in supporting Customers. P1-priority 1 A Priority 1 fault is a CRITICAL issue whereby either the Customer’s entire network is down or part of the network is severely degraded so that traffic is affected. P2-priority 2 A Priority 2 fault is a MAJOR issue whereby the Customer’s network is operational but severely degraded. P3-priority 3 A Priority 3 fault is a MINOR issue that has some effect on the Customer’s network or traffic. P4-priority 4 A Priority 4 is a request for information or assistance with configuration or installation issues that are not faults. Advance Replacement Advance Replacement is included at no additional charge during the first ninety (90) days of the warranty period. Thereafter, the Customer may obtain Advance Replacement if it has purchased the S-2 package set forth in Section 2.1. If Advanced Replacement applies, Verso will ship a replacement unit on a priority basis prior to the defective unit being returned by the Customer. Partner Service Level Agreement REV 01 April 24, 2003 Page 3 RMA Returned Material Authorization. This authorization is mandatory prior to a unit being returned by the Customer for replacement or repair. The Verso NetPerformer support staff assigns an RMA number that is used for tracking purposes. Warranty Support Service Repair Service Services provided by Verso under an applicable hardware or software warranty for the correction of defects covered by the warranty. Informational support or technical assistance provided by Verso to the Customer. This includes support with installation, configuration and operation of a Product and does not include correction of defects in Products covered under Warranty or Maintenance Service. The repair of defects or replacement of hardware components of Products after expiration of the hardware Warranty. 2 SERVICES AND FEES 2.1 Service Packages The table below describes the Service packages available from Verso to the Customer and the prices for such Services as of the Effective Date. All prices are quoted in U.S. dollars. Service Code Service Description Based On Terms S-1 24/7 Remote Technical Assistance ONLY Value of equipment deployed in the network Annual fee of 7.5% of the List price of the Products S-2 24/7 Remote Technical Assistance including Advance Replacement (Shipped Next Business Day) and Repair Services Value of equipment deployed in the network Annual fee of 12% of the List price of the Products S-3 NetPerformer Basic Training (5 days course) Number of persons attending $ 2500 per person A 20% discount is applicable for if Customer has entered into a Service Level Agreement with Verso S-4 Remote Network Upgrade Support Hourly rate $ 150 per hour Partner Service Level Agreement REV 01 April 24, 2003 Page 4 Service Code Service Description Based On Terms S-5 On-site Technical Assistance Single event $ 1,500 per day per person, plus traveling and living expenses S-6 Repair Services See Appendix A All prices and rates set forth in this Agreement may be revised by Verso for a renewal term by providing ninety (90) days’ prior notice to the Customer. 2.2 Payment Terms The Customer shall pay S-1 and S-2 Service fees in advance on an annual basis. With Verso’s prior consent, S-1 and S-2 fees may be paid by the Customer in quarterly installments with the first installment due in advance and each additional installment due on the first day of each subsequent quarter. Products purchased by the Customer after the Effective Date will be pro rated to the date of expiration of the then current term. Verso will invoice the Customer for S-3, S-4, S-5, S-6 and any other charges due under this Agreement. The Customer shall pay invoices within thirty (30) days after receipt. For any amount that is not paid on time, the Customer shall pay to Verso 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 foregoing shall in no way limit any other remedy available to Verso. 2.3 Other Charges Verso reserves the right to charge the Customer for unusual or excessive Support Services, P4 requests, and telephone, shipping, handling, media or user manual expenses incurred by Verso in connection with providing Services to the Customer under this Agreement. Verso shall notify the Customer of these costs in advance. 3 SUPPORT TERMS The following provisions describe the Service packages offered by Verso under this Agreement. Verso’s delivery of Services is contingent upon the Customer paying the Service fees and charges set forth in Section 2 on a timely basis and fulfilling the Customer obligations set forth in Sections 3 and 4. 3.1 Remote Technical Assistance (S-1) Remote technical assistance is available 24x7 (i.e. 24 hours a day, 7 days a week). This support requires the Verso technical support engineer to dial into the Customer’s equipment or network and requires the assistance of a knowledgeable Customer representative at the Customer premises. This assistance includes the capability to set-up special tracing modes in the unit(s) and the downloading of log files to diagnose the issue. The Customer should follow the training made available by Verso as this will facilitate and improve the ability to support the Customer. Partner Service Level Agreement REV 01 April 24, 2003 Page 5 Special software versions may have to be downloaded in the unit(s) to remedy a given problem. Verso will not download a new software version into a Customer NetPerformer unit without the prior knowledge and authorization of the Customer. Under some exceptional circumstances, the Customer network may have to be upgraded with the new software version. This is done only to rectify a fault and not to add new features in the network. Remote technical assistance excludes the following support tasks: Upgrade of an existing network with additional features Re-configuration of a network to support additional features Deployment of additional nodes, central and/or remote sites. These excluded services may be performed by Verso on an hourly basis under the provisions of Section 3.4. 3.1.1 Assistance priorities and response times Verso will strive to meet the Target Initial Response and Target Resolution Time targets set forth in the table below for support requests validly reported by the Customer to Verso under this Agreement. The targets represent good faith, non-binding estimates of the actual average time estimated by Verso to initially respond to and to provide a resolution for support issues reported to Verso. Verso will not be liable if it fails to achieve these estimates. Severity of problem Target Initial Response Time to the End-user from the time call is received Target Resolution Time form the time call is received P1 (Critical) Within one (1) hour ASAP, worked continuously P2 (Major) Within four (4) hours 21 calendar days after receipt P3 (Minor) Within eight (8) hours during a normal business day, or in the next business day Next maintenance release or 60 days for products in maintenance mode P4 (Information) Within eight (8) hours during a normal business day, or in the next business day As soon as time permits 3.2 NetPerformer Basic Training Program (S-3) A NetPerformer Basic Training course is available on a periodic basis in Montreal (Canada). This five (5) day course is designed to bring a trainee with a fairly broad telecom background up to speed with operation and configuration knowledge of the NetPerformer in various cases of applications. If Verso consents, the course may be provided on-site or at a location close to the Customer’s home country. Terms and pricing of such courses are available upon request. Partner Service Level Agreement REV 01 April 24, 2003 Page 6 3.3 Equipment replacement In the event of failure of NetPerformer hardware components during the period of a valid Warranty, replacement will be provided as per sections 3.3.1 and 3.3.2. If NetPerformer hardware components fail after the Warranty expires, the Customer may purchase Repair Services as provided in Appendix A attached hereto. 3.3.1 Authorized Return of Material (RMA) The Verso NetPerformer technical support organization must first confirm that a unit is defective through a telephone and/or dial-in investigation. Once this has been confirmed, a return material authorization (RMA) number is provided to the Customer, and the defective unit may be returned for repair or replacement. No equipment returns will be accepted without an appropriate RMA number. 3.3.2 Advance Material Replacement and Repair during Warranty Verso will ship an Advance Replacement for defective hardware during the first ninety (90) days of the Warranty. Beyond that period, an Advance Replacement will be shipped if the Customer has purchased the S-2 package. If the Customer has not purchased the S-2 option and the defective unit is still covered under Warranty, Verso will at its discretion (a) repair the defective unit and ship it back to the Customer, or (b) ship a new, repaired or refurbished replacement unit to the Customer after Verso has received the defective unit back from the Customer. All Advance Replacement units are shipped next business day with a high priority courier if available. Other repaired or replacement units are shipped by standard courier. The Customer shall bear the cost of freight and insurance of returned Products, and Verso shall bear the costs of freight and insurance of repaired or replacement Products. If the replaced unit is not returned to Verso within thirty (30) days after shipment of the Advance Replacement unit, Verso shall be entitled to invoice the Customer for the replacement unit at the standard price less applicable discounts and the Customer shall pay the invoiced amount within thirty (30) days after the date of the invoice. 3.3.3 Repair Services All other Repair Services will be provided by Verso to the Customer at additional charge at the prices set forth on Appendix A. 3.3.4 Level of Spares In order to insure a minimum network down time and quick equipment replacement downtime, it is highly recommended that the Customer keep a minimum level of spares in stock. The type of spares (board or unit level) may vary with the type of product and customer ability to replace components in the field. Verso can assist the Customer in assessing the type and level of spares it needs to support its network. The Customer may purchase spares directly from Verso. 3.4 Professional Services (S-4 and S-5) The following professional services are offered on an hourly rate basis plus expenses. 3.4.1 Professional Services for Remote Network Upgrade (S-4) This type of technical assistance is not included under normal remote technical assistance (S-1) as outlined in Section 3.1. The following support services are included under S-4: Partner Service Level Agreement REV 01 April 24, 2003 Page 7 Upgrade of an existing network with additional features Re-configuration of a Network to support additional features Deployment of additional nodes, central sites or remote sites. 3.4.2 On-Site Technical Assistance (S-5) In certain situations, remote troubleshooting is insufficient to solve technical problems. Such situations require on-site interventions. Verso support personnel will provide on-site assistance only in the event that remote technical assistance (S-1/S-2) has failed to resolve the problem. When needed, on-site technical support must be purchased separately as specified under S-5 pricing. In addition, the Customer will be responsible for reimbursing Verso for all out-of-pocket expenses incurred in connection with on-site technical assistance, including travel and living expenses. 3.5 Exclusions Verso is not obligated to provide Support Services, Maintenance Services, Repair Services or other services, help, fixes, or any other support for failures, problems, errors, or issues arising from or relating to any of the following circumstances. Verso may offer to provide services for issues related to or arising from these circumstances on an hourly basis under Section 3.4: (i) any Products that have been modified, customized or altered; (ii) any versions of Products other than those eligible for Services; (iii) any failures, problems, errors, or other issues caused in whole or in part by abuse, misuse, carelessness, neglect, fault, or negligence of the Customer, including any failure by the Customer to follow, comply with, or take heed of directions, instructions, restrictions, or warnings contained in the accompanying documentation; (iv) any combination of 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 Products alone; or (v) any Products suffering from problems caused by malfunctions in other hardware or software not provided by Verso. 4 CUSTOMER RESPONSIBILITIES 4.1 Dial Up Capability The Customer must provide dialing capability to the network central site. The Customer agrees to provide remote dialing capability to any other site in the network whenever required to troubleshoot a given problem. 4.2 Customer Assistance The Customer agrees to provide on-site technical assistance as necessary to set-up equipment or perform some tests to assist in the replication and narrowing down of the problem. The Customer must make sure the remote assistance is available whenever required by Verso technical support staff during the week and weekends for P1 and P2 issues. The Customer must also provide assistance for remote locations as required. Partner Service Level Agreement REV 01 April 24, 2003 Page 8 5 TERMINATION RIGHTS The provision of all Services described herein is expressly conditioned upon the Customer’s full and timely (a) payment of all fees and charges payable to Verso under this Agreement and under any other agreement in effect between the parties, and (b) performance of all other obligations and responsibilities set forth in this Agreement. If the Customer is delinquent in the payment of any amounts due to Verso or is in default of any other term of this Agreement, Verso may (without limiting its other rights or remedies) withhold the provision of any further Services until the Customer pays all outstanding amounts and cured all defaults. Either party may terminate this Agreement if the other party fails to cure any material default within thirty (30) days after receiving written notice of such default. 6 LICENSE TERMS; CONFIDENTIALITY 6.1 License Terms 6.1.1 Verso grants the Customer a non-exclusive, non-transferable, and limited license (without the right to sublicense) to use and reproduce software releases distributed to the Customer for the sole purpose of maintaining and supporting copies of the software used by the Customer in a NetPerformer unit under a valid license from Verso. 6.1.2 The Customer acknowledges that software and its structure, sequence, organization and source code constitute valuable trade secrets of Verso and its licensors. The 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 6.1.1; (b) except as permitted by established right under applicable law, decompile, disassemble, reverse engineer, or otherwise attempt to derive the 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 the Customer remove, alter or obscure any proprietary notices on the software, including copyright notices, and shall not permit any third party to do so. The 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. 6.1.3 The software provided under Section 6.1.1 is licensed, not sold, and the Customer acknowledges and agrees that no title to any intellectual property rights subsiding in such software is transferred to the Customer under this Agreement. Partner acknowledges and agrees that as between the Customer and Verso, (a) Verso is and shall remain the sole and exclusive owner of all intellectual property rights in and to all Products (including software) and any improvements or modifications thereto; and (b) the Customer has no rights in the intellectual property rights in 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. 6.2 Confidentiality 6.2.1 The 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. The 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. The 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. The Customer shall use (and require that employees, agents and consultants use) at least the same standard of care as The Customer uses to protect its own Confidential Information of a similar nature Partner Service Level Agreement REV 01 April 24, 2003 Page 9 from unauthorized use or disclosure, but in no event less than reasonable care. The Customer shall promptly notify Verso upon discovery of any unauthorized use or disclosure of the Confidential Information. 6.2.2 Exceptions. The obligations contained in Section 6.2.1 shall not apply if the Confidential Information: (a) was already known to the 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 the 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. 7 WARRANTY; LIABILITY 7.1 Warranty Verso warrants that Services will be performed in a professional manner by qualified personnel. Verso’s sole and exclusive obligation, and the 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 the Customer the portion of the fees actually paid by Customer to Verso allocable to the nonconforming Services. THE EXPRESS WARRANTIES IN THIS SECTION 7 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. THE CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION 7. 7.2 Limitation Of Liability VERSO SHALL NOT BE LIABLE TO THE 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 THE 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 7.1 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Partner Service Level Agreement REV 01 April 24, 2003 Page 10 8 OTHER TERMS 8.1 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, regardless of the use of the word “partner” in this Agreement. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. 8.2 Assignment. Neither this Agreement nor any right or duty under this Agreement may be assigned or delegated by the 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. 8.3 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 the Customer by email to the Customer email address specified on the signature page hereto. 8.4 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 nonperfoormin or delayed party. 8.5 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. 8.6 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. 8.7 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. 8.8 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 Partner Service Level Agreement REV 01 April 24, 2003 Page 11 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. 8.9 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.” 8.10 Entire Agreement. This document constitutes the entire agreement of Verso and the 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 the Customer. 8.11 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. Partner Service Level Agreement REV 01 April 24, 2003 Page 12 CUSTOMER By: Name: Title: Date: Address: ________________________ ________________________ ________________________ Attention: ________________ Phone: ___________________________ Fax: _____________________________ e-mail: ___________________________ VERSO TECHNOLOGIES, INC. By: Name: Title: Date: Address: Verso Technologies, Inc. 400 Galleria Parkway, Suite 300 Atlanta, Georgia 30339 Attention: _____________ Phone: ______________________ Fax: _____________________