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Mgt Svcs Schedule Template by rzd36390

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									Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]




                          [Customer name long]
              Managed Security Services Statement of Work No. [sow#]


                                                   [Date]


                                                Developed By


                                  Calence, LLC
                      1560 W. Fountainhead Parkway, 2nd Floor
                                 Tempe, AZ 85282




                                  Statement of Work for Calence
                                  Managed Security Services

                                  This Statement of Work is dated effective _________________________
                                  (“Effective Date”) and is delivered pursuant to the DIR Contract No. DIR-
                                  SDD-688 (the “Agreement”) between Calence, LLC (“Calence”) and

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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]


                                  [Customer name long] (“Customer name” or “Customer”). This Statement
                                  of Work shall be incorporated by reference into the Agreement and become
                                  a part of the Agreement upon execution by both parties. Unless otherwise
                                  indicated, capitalized terms used herein that are defined in the Agreement
                                  shall have the same meanings as in the Agreement. In the event of any
                                  conflict between this Statement of Work and the Agreement, the Agree-
                                  ment shall control.



                                  Services Description
                                  Calence will provide to [Customer name] (a) the specific integration services
                                  described in the “Integration Services” Section below (the “Integration
                                  Services”); and (b) CalenceDataSM, CalenceSecureSM, CalenceVoiceSM,
                                  CalenceSvrAppSM, and CalenceWatchSM support, maintenance and monitor-
                                  ing services as indentified and described in Appendix B
                                  (the “Managed Security Services”, and collectively with the Integration
                                  Services, the “Services”). The particular devices subject to the Managed
                                  Security Services, and their respective sites, are identified in Appendix A
                                  (the Devices”). Each Device will be associated with a corresponding service
                                  level commitment by Calence as set forth in Appendix B (the “Service
                                  Levels”). The obligation of Calence to provide Managed Security Services
                                  to the Service Levels for the Devices is contingent upon completion of the
                                  Integration Services.



                                  Service Term
                                  The Integration Services will start approximately 3 weeks from the date of
                                  signature by [Customer name], or on a date mutually agreed upon in writing
                                  by [Customer name] and Calence. The Integration Services are estimated to
                                  be completed within 4 weeks. Thereafter, the initial, fixed term of the
                                  Managed Security Services will start upon completion of the Integration
                                  Services (the “Start Date”) and will end (choose one)
                                     12 months         36 months
                                  thereafter (the “Service Term”).
                                  Termination shall be in accordance with Section 8.B. of Appendix A of the
                                  DIR Contract Number DIR-SDD-688.
                                  The Managed Security Services set forth in this Statement of Work will
                                  expire at the end of the Service Term.




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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]


                                  Engineering Services
                                  within the context of this SOW do not include Professional Engineering
                                  Services.
                                  The Services will also include an annual allocation of [#] Engineering
                                  Service hours, as more fully described in Appendix B, to be used at
                                  [Customer name]’s option and discretion, based on the availability of
                                  Calence personnel and other resources, as determined by Calence.
                                  Engineering Services will be allocated for use over a 12-month period
                                  starting at the beginning of the Service Term.
                                  In the event [Customer name] has not utilized its annual Engineering
                                  Service hours at the expiration of a particular 12-month period, any
                                  remaining hours will be forfeited.
                                  In the event [Customer name] terminates the Services prior to the expira-
                                  tion of the Service Term, [Customer name] will pay Calence any used, but
                                  not yet accrued, Engineering Service hours at the rate set forth in Section
                                  4.B. of the DIR Contract No. DIR-SDD-688.
                                  In the event [Customer name] has utilized its annual Engineering Service
                                  hours for a particular 12-month period, [Customer name] shall immediately
                                  pay all Monthly Engineering Service Fees remaining for that 12-moth
                                  period, in accordance with Section 5.C. of Appendix A of the DIR Contract
                                  No. DIR-SDD-688.

                                  Integration Services
                                  The Integration Services consist of Calence configuring the Calence
                                  management tools and [Customer name] Devices, as well as developing
                                  processes and communication procedures related to such Devices. Calence
                                  will provide the Integration Services using the following approach:
                                      •   Conduct a kick-off meeting to introduce [Customer name]’s net-
                                          working team to the Calence Service Delivery Manager and Engi-
                                          neer dedicated to [Customer name]’s account.
                                      •   Assess current state of the Devices’ configurations.
                                      •   Provide recommendations for Device configuration changes, if
                                          needed.
                                      •   Implement device configuration changes required to manage the
                                          Devices.
                                      •   Configure Calence management tools with [Customer name]’s site
                                          and Device information.
                                      •   Implement connectivity between one [Customer name] facility and
                                          the Calence Network Operations Center (NOC).
                                      •   Configure a portal interface for [Customer name] and train [Cus-
                                          tomer name]’s networking team to use the portal.
                                      •   Document escalation/communication procedures dictating how
                                          and when Calence technicians will communicate with [Customer
                                          name] personnel.

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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]


                                  As part of the Integration Services, Calence will allow Customer to possess
                                  and use a Calence-owned PIX 506e firewall (the “PIX”) in connection with
                                  Calence’s performance of the Integration Services. Customer shall return
                                  the PIX to Calence upon completion of the Integration Services, or at a
                                  time as otherwise agreed to by the parties, in the same physical and operat-
                                  ing condition as when originally provided by Calence to Customer, reason-
                                  able wear and tear excepted. In all events, in the event that Customer has
                                  not yet returned the PIX to Calence upon the expiration or any earlier
                                  termination of this Statement of Work, then Customer shall immediately
                                  return the PIX to Calence. If Customer does not or is otherwise unable (for
                                  whatever reason) to return the PIX to Calence in the same physical and
                                  operating condition as when originally provided by Calence to Customer
                                  (reasonable wear and tear excepted) upon the agreed date of return or the
                                  expiration / termination of this Statement of Work, whichever is earlier,
                                  then Customer shall immediately pay to Calence an amount equal to the
                                  total amount originally paid by Calence to acquire the PIX (in addition to all
                                  other amounts otherwise owing by Customer to Calence hereunder).


                                  C Deliverables
                                  alence will provide the following Deliverables:
                                      •   Documented Escalation/Communication Procedures.


                                  Service Levels Credits
                                  Calence will provide Managed Security Services for each Device in accor-
                                  dance with the corresponding Service Levels described in Appendix B. A
                                  “Notification Failure” shall be defined as notification by [Customer name]
                                  to Calence, within 24 hours of an occurrence, that Calence failed to meet a
                                  Priority 1, Priority 2 or Severity 1 Service Level. A “Service Interruption”
                                  shall be defined as notification by [Customer name] to Calence, within 24
                                  hours of an occurrence, that Calence’s performance of the Services caused a
                                  Priority 1 or Priority 2 event.
                                  For each Notification Failure or Service Interruption that occurs in a single
                                  calendar month, Calence will credit [Customer name]’s account with 10%
                                  of the portion of the Total Monthly Fees that is directly attributable to the
                                  affected Device(s). If 3 or more Service Interruptions occur in any single
                                  calendar month, [Customer name] may terminate this Statement of Work
                                  without penalty, provided that [Customer name] provides Calence with
                                  notice of such termination within 30 days of the third Service Interruption.


                                  Service Modifications
                                  The scope of Services may be modified only upon mutual written agree-
                                  ment between the parties.




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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]


                                  Assumptions and Requirements
                                  The following assumptions and requirements apply for this Services
                                  engagement:
                                      1. [Customer name] will provide carrier contact information, as well
                                         as the following data for each site to be managed by Calence: site
                                         address and phone number, device model number and wide-area
                                         network IP address, circuit id, and dial-in access number, if appli-
                                         cable.
                                      2. [Customer name] will authorize Calence to establish connectivity
                                         between [Customer name]’s corporate location and Calence’s Net-
                                         work Operations Center, via a VPN tunnel established on a
                                         Calence-provided PIX firewall to be placed on the [Customer
                                         name] network.
                                      3. [Customer name] personnel will provide input during the Integra-
                                         tion Services as required.
                                      4. Lack of participation by [Customer name] staff may extend the
                                         duration of the integration process or impact Calence’s ability to
                                         successfully manage the network.
                                      5. [Customer name] is required to monitor and maintain the integrity
                                         of the cable infrastructure in the local area network, and the end
                                         user devices (servers/workstations) served by the local area net-
                                         work.
                                      6. Calence has no obligation to, and will not, install, mount, affix,
                                         screw, or otherwise fasten any cable, hardware, or other product to
                                         any building or structure (inside or outside) in connection with the
                                         Services, and Calence has no obligation to, and will not, run cable
                                         above, under, behind, or through any ceiling, floor, or wall of any
                                         building or structure in connection with the Services. To the ex-
                                         tent that any such services are required, such services shall be per-
                                         formed by another person or entity engaged directly by [Customer
                                         name].
                                      7. [Customer name] agrees to provide the following in connection
                                         with this Statement of Work:
                                          •     Access to all Device configurations
                                          •     A list of [Customer name] personnel authorized to access [Cus-
                                                tomer name]’s Devices
                                          •     A letter of agency authorizing Calence to represent [Customer
                                                name] to telecommunication and maintenance service provid-
                                                ers
                                          •     Lead-time commitment for planned configuration changes as
                                                mutually agreed upon between Calence and [Customer name]
                                          •     Documentation, upon request, for networks and/or devices
                                                not specified in Appendix A
                                          •     Documented escalation procedures preferred by [Customer
                                                name]

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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]


                                          •     Site environmental conditions that comply with hardware
                                                manufacturer specifications, and appropriate power conditions
                                          •     Reasonable assistance to Calence throughout problem resolu-
                                                tion for Devices, as well as other devices not specified in Ap-
                                                pendix A
                                          •     Such other information and access to the personnel and facili-
                                                ties of [Customer name] as Calence may reasonably request
                                      8. Any changes to the scope and/or assumptions will require joint
                                         written approval. This may extend the duration of the engagement
                                         and/or require additional resources, resulting in additional cost to
                                         [Customer name].


                                  Service Fees
                                  Integration Services Fee
                                  The Integration Services will be provided on a fixed fee basis. Rates shall
                                  be set in accordance with Section 4.B. of the DIR Contract No. DIR-SDD-
                                  688.
                                  This fixed fee includes Customer’s use of the PIX under this Statement of
                                  Work, as well as any travel and expenses incurred in the performance of the
                                  Integration Services. Travel expenses shall be reimbursed by the Customer
                                  in accordance with the State of Texas Travel Regulations.


                                  Additional Expenses
                                  All fees and expenses charged for services shall be in accordance with rates
                                  listed in Section 4.B. of the DIR Contract Number DIR-SDD-688.


                                  Payment
                                  All payments shall be made in accordance with Section 5.C. of Appendix A
                                  of the DIR Contract No. DIR-SDD-688.


                                  Contact Information
                                   [Customer name]’s contact is [name] (phone: [#]; fax: [#]; email: [email
                                  address]), who will be responsible for providing any necessary [Customer
                                  name] information to Calence.


                                  Acceptance Date
                                  This offer of Services will be good through [acceptance date], but is
                                  contingent upon Calence credit approval and accepted credit terms.
                                  Signature by [Customer name] indicates acceptance and authorization to
                                  proceed with the Services.


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Statement of Work No. [sow#] Version 1 [date]
Statement of Work for CalenceDataSM, CalenceSecureSM, CalenceVoiceSM, CalenceSvrAppSM,
and CalenceWatchSM Remote Network Operations Services at [Customer name long]




                                  Invoicing Procedures
                                  Calence will send invoices to:
                                  [Customer name long]
                                  Address:___________________________________________________
                                   _________________________________________________________
                                  Attention: Accounts Payable
                                  Accounts Payable Contact:_____________________________________
                                  Phone: ____________________________________________________


                                  A Purchase Order        Is       Is Not required for payment of invoices.
                                  Purchase Order Number: _____________________________________



IN WITNESS WHEREOF, [Customer name long] and Calence have executed this Statement of Work as
of the Effective Date.

 Calence, LLC                                         [Customer name long]

 Signature: _______________________________ Signature: ______________________________
 Name: _________________________________ Name:_________________________________
 Title: __________________________________ Title: __________________________________
 Date: __________________________________ Date:__________________________________




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Statement of Work No. [sow#] Version 1 [date]
                                                                  APPENDIX A
                                                                   DEVICES


                   SM
  CalenceData           Services

                                        Network Device Type                       Quantity           Price           Monthly Mgmt Fees

  Cisco Router (800-7600) (Maximum 2 Circuits/2 WAN Interfaces)                                              $0.00                 $0.00
  DSL or VPN Uplift on Cisco Router (800-7600)                                                               $0.00                 $0.00
  Addition Circuit Bundle (Quantity 2)                                                                       $0.00                 $0.00
  Performance Management - Router (2 Circuits)                                                               $0.00                 $0.00
  Cisco Closet Switches (2900-3700) (L2/L3 - No Circuits)                                                    $0.00                 $0.00
  Cisco Chassis Switches (4500-6500) (L2)                                                                    $0.00                 $0.00
  Cisco Chassis Switches (4500) (L3)                                                                         $0.00                 $0.00
  Cisco Chassis Switches (6500) (L3)                                                                         $0.00                 $0.00
  Performance Management - Switch (6 Ports)                                                                  $0.00                 $0.00
  Cisco BBSM                                                                                                 $0.00                 $0.00
  Cisco WAP                                                                                                  $0.00                 $0.00
  PIX 506E - Device Management                                                                               $0.00                 $0.00
  Cisco Pix 515e                                                                                             $0.00                 $0.00
  Cisco CSS 11503 (Primary)                                                                                  $0.00                 $0.00
  Cisco CSS 11503 (Backup)                                                                                   $0.00                 $0.00
  Cisco Access Point Controller (12 WAPs)                                                                    $0.00                 $0.00
  Other device #1                                                                                            $0.00                 $0.00


                                                                                CalenceData Management Subtotal                    $0.00



                        SM
  CalenceSecure              Services

                                        Network Device Type                       Quantity           Price           Monthly Mgmt Fees

  Cisco ASA (Firewall & VPN)                                                                                 $0.00                 $0.00
  Cisco ASA (Firewall, VPN, and IDS)                                                                         $0.00                 $0.00
  Cisco ASA (VPN Only)                                                                                       $0.00                 $0.00
  Cisco ASA (VPN and IDS)                                                                                    $0.00                 $0.00
  Cisco ASA Failover                                                                                         $0.00                 $0.00
  PIX 500 Series Firewall                                                                                    $0.00                 $0.00
  PIX 500 Series Firewall Failover                                                                           $0.00                 $0.00
  Cisco Firewall Services Module (FWSM)                                                                      $0.00                 $0.00
  Additional VLANs for Cisco FWSM                                                                            $0.00                 $0.00
  Tipping Point IPS Appliance (1 VLAN)                                                                       $0.00                 $0.00
  Additional Profiles VLANs                                                                                  $0.00                 $0.00
  Cisco IDS Appliance/Module (1 VLAN)                                                                        $0.00                 $0.00
  Additional IDS VLANs                                                                                       $0.00                 $0.00
  Cisco IPS 4200 Series                                                                                      $0.00                 $0.00
  Cisco IDSM 2                                                                                               $0.00                 $0.00
  Cisco VPN 3000 Series                                                                                      $0.00                 $0.00
  Cisco ACS Server                                                                                           $0.00                 $0.00
  Cisco ACS Solutions Engine                                                                                 $0.00                 $0.00
  PIX 506 Firewall Management                                                                                $0.00                 $0.00
  Cisco PIX 515 - Device Management and Logging Only                                                         $0.00                 $0.00
  Cisco Proxy Server                                                                                         $0.00                 $0.00
  Other device # 1                                                                                           $0.00                 $0.00


                                                                               CalenceSecure Management Subtotal                   $0.00




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Statement of Work No. [sow#] Version 1 [date]
                                                              APPENDIX A
                                                               DEVICES


                    SM
  CalenceVoice              Services

                                       Network Device Type                    Quantity          Price           Monthly Mgmt Fees

  Cisco CallManager Server                                                                              $0.00                 $0.00
  Cisco 100 Phone Management Package                                                                    $0.00                 $0.00
  Cisco Unity Server                                                                                    $0.00                 $0.00
  Cisco 100 Mailbox Management Package                                                                  $0.00                 $0.00
  Cisco IPCC Express                                                                                    $0.00                 $0.00
  Cisco IPCC Enterprise Server                                                                          $0.00                 $0.00
  Cisco 25 Agent Management Package                                                                     $0.00                 $0.00
  Cisco Voice Gateway                                                                                   $0.00                 $0.00
  Cisco VG224/48 Gateway                                                                                $0.00                 $0.00
  Cisco Emergency Responder                                                                             $0.00                 $0.00
  Cisco Personal Assistant                                                                              $0.00                 $0.00
  Cisco Conference Connection                                                                           $0.00                 $0.00
  Cisco AS5300-AS5800 (2 Circuits)                                                                      $0.00                 $0.00
  Additional Circuit Packs (2 Per Pack)                                                                 $0.00                 $0.00
  Cisco Media Module / Cisco 8 Port T1 Card                                                             $0.00                 $0.00
  Cisco IP IVR Server                                                                                   $0.00                 $0.00
  CallManager Express (Including Router)                                                                $0.00                 $0.00
  Unity Express (Including Router)                                                                      $0.00                 $0.00
  CallManager Express plus Unity Express (Including Router)                                             $0.00                 $0.00
  Other device #1                                                                                       $0.00                 $0.00


                                                                           CalenceVoice Management Subtotal                   $0.00



                       SM
  CalenceWatch              Services

                                       Network Device Type                    Quantity          Price           Monthly Mgmt Fees

  Cisco Watch - Level 1 (Switches)                                                                      $0.00                 $0.00
  Cisco Watch - Level 2 (Routers)                                                                       $0.00                 $0.00
  Other device #1                                                                                       $0.00                 $0.00


                                                                           CalenceWatch Management Subtotal                   $0.00




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                                                                   APPENDIX A
                                                                      DEVICES


                     SM
  CalenceSvrApp           Services

                                     Network Device Type                                       Quantity              Price           Monthly Mgmt Fees

  Windows NT/2000/2003 Server                                                                                                $0.00                     $0.00
  Solaris                                                                                                                    $0.00                     $0.00
  Windows ADV 2K Server                                                                                                      $0.00                     $0.00
  Citrix MetaFrame XP                                                                                                        $0.00                     $0.00
  Active Directory                                                                                                           $0.00                     $0.00
  Exchange                                                                                                                   $0.00                     $0.00
  SQL Server                                                                                                                 $0.00                     $0.00
  IIS Server                                                                                                                 $0.00                     $0.00
  MS Terminal Services                                                                                                       $0.00                     $0.00
  MSCS                                                                                                                       $0.00                     $0.00
  Other device #1                                                                                                            $0.00                     $0.00


                                                                                            CalenceSvrApp Management Subtotal                          $0.00



                                                                                               Monthly Management Fee Subtotal                      $0.00



  Engineering Services
                                                   Network Engineering Services Type                                                    Monthly Fees

  Non- IPCC Bucket: Use the Dropdown to Pick a Bucket                                                                                                  $0.00
  IPCC Bucket: Use the Dropdown to Pick a Bucket                                                                                                       $0.00


                                                                                                     Engineering Support Subtotal                      $0.00




                          Term Discount Schedule

                                                                       Total Monthly Mgmt     Engineering                            One-Time Integration
                Term (Choose One)                      Discount (%)                                            Total Monthly Fee
                                                                               Fee            Services Fee                                  Fee
                     12 Months                              0%                $0.00              $0.00               $0.00           Select Option Below
                     36 Months                             10%                $0.00              $0.00               $0.00           Select Option Below
                     60 Months                             20%                $0.00              $0.00               $0.00           Select Option Below


  **THIS SECTION MUST BE COMPLETED FOR CONTRACT TO BE VALID.**




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Statement of Work No. [sow#] Version 1 [date]
                                                      APPENDIX E
                                               DISPATCH SERVICES
     A.         Core Services (for all offerings)

              Service                                   Description                                       Frequency
1.        On-line Device and   • Provide on-line access to view real-time Device and trouble    24 hours per day, 7 days per
          Ticket Status          ticket status via an Internet portal.                          week, 365 days per year
                                                                                                (excluding maintenance
                                                                                                windows)
2.        Asset Management     • Maintain detailed asset information for each Device and        As required
                                 connection including manufacturer make/model, location,
                                 operating system version, maintenance agreement, O/S ver-
                                 sion, serial number, and circuit ID, if applicable.
3.        Activity Reporting   • Deliver a report via an Internet portal or email summarizing   Monthly
                                 the number of open, closed and pending tickets as well as a
                                 detailed list of all tickets.
                               • Summarization of Engineering hours budget.
                               • Details list of actionable items completed for the reporting
                                 period, recommended changes for the following period, and
                                 items requiring management attention.
4.        Service Delivery     • Meet with Customer to review Calence service delivery and      Monthly/Quarterly
          Review                 discuss the previous period’s activity and any upcoming Cus-
                                 tomer business changes that may impact the network.




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     Statement of Work No. [sow#] Version 1 [date]
                                                  APPENDIX E
                                             DISPATCH SERVICES
B.       Calence Managed Security Services – Service Levels (for all offerings)

       Service Level Definition                 Priority or               Service Level Commitment
                                                 Severity
1. Calence’s response time to a Customer-       Priority 1      15 min call back from a Calence technician.
   initiated call into the Calence Network      *Severity 1
   Operations Center
                                                Priority 2      30 min call back from a Calence technician.
                                                *Severity 2
                                                Priority 3      4 hour call back from a Calence technician.
                                                *Severity 3
                                                Priority 4      8 hour call back from a Calence technician.
2. Calence notification to Customer of          Severity 1      Within 15 minutes of event discovery. Severity 1
   security event (*CalenceSecure only)                         events are reviewed on a real-time basis.
                                                Severity 2      At the next weekly reporting data. Severity 2 events
                                                                are reviewed on a weekly basis.
                                                Severity 3      At the next monthly reporting date. Severity 3 events
                                                                are reviewed on a monthly basis.
3. Calence notification to Customer of          Priority 1      Within 15 minutes of event discovery via a mutually
   network event                                                agreed upon method.
                                                Priority 2      Within 30 minutes of event discovery via a mutually
                                                                agreed upon method.
                                                Priority 3      At the next monthly reporting date.
                                                Priority 4      At the next monthly reporting date.
4. Proactive status updates to Customer         Priority 1      1 hour intervals unless extended by Customer.
   throughout problem resolution process
                                                Priority 2      2 hour intervals unless extended by Customer.
                                                Priority 3      24 hour intervals unless extended by Customer.
                                                Priority 4      On an as-needed basis, but not more frequently than
                                                                daily.
NETWORK EVENT PRIORITY LEVEL DEFINITIONS
Priority 1    Host site, data center or e-commerce complex is down, network performance is severely degraded, or
              event causing critical impact to business operations if service is not restored quickly. Workaround is not
              available. Customer is willing to commit substantial resources 24/7 to resolve the situation.
Priority 2    Remote site is down, network performance is degraded, backup devices/connections have initiated, or
              event impacting significant aspects of business operations. Manual workarounds are available. Customer is
              willing to commit full-time resources during business hours to resolve the situation.
Priority 3    Network, Call Center, Phone System, or System performance is slightly degraded or network functionality
              is impaired with limited impact to business operations.
Priority 4    Customer requires information or assistance on product capabilities, installation or configuration. This
              category also includes scheduled maintenance and enhancements.

*SECURITY EVENT SEVERITY LEVEL DEFINITIONS
Severity 1    A security event that is or could become a serious and immediate threat to any Device or host being
              protected. Customer is willing to commit substantial resources 24/7 to resolve the situation.
Severity 2    A security event that is or could become a future threat, but has been determined as not a serious and/or
              immediate threat to any Device or host being protected.
Severity 3    A security event that is or could become a minor or annoyance threat, or has been determined as a non-
              threat situation resulting from either authorized or unauthorized network activity.


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Statement of Work No. [sow#] Version 1 [date]
                                                    APPENDIX E
                                                 DISPATCH SERVICES

 C.          Engineering Services (for all offerings)

         Service                                       Description                                         Frequency
1.Engineering Support        • Customer will receive an annual allocation of Engineering         As required and mutually
                               Service hours for the duration of the Service Term, as set        agreed upon.
                               forth in the Statement of Work, to be used when requesting
                               Calence to perform Engineering activities.
2. Changes                   • Schedule and implement normal changes (e.g., on-going             In accordance with mutually
                                maintenance, configuration changes) and software upgrades.       agreed upon change control
                             • Schedule and implement emergency changes required to              procedures.
                               resolve a critical problem. In the absence of such procedures,
                               or if a Customer is unavailable for timely approval, the change
                               will be implemented at the discretion of Calence.

 Engineering Services include activities such as:

 •    Site or device adds, moves or changes
 •    Remote training
 •    IOS/Software upgrades
 •    Ad hoc performance reporting and analysis
 •    Participation on the Customer’s behalf in calls or meetings with Customer business partners or service providers
 •    Network and/or Security review, design or implementation
 •    Device configuration changes
 •    Device or circuit upgrades/installations
 •    Assistance with troubleshooting problems that resolve to be application issues, device configuration issues for
      Devices that we do not have configuration responsibility, or user error
 •    Escalation of vendor support, as required
 •    Deployment of Customer-approved actions, as needed, to remotely troubleshoot systems
 •    VPN configuration changes*
 •    Intrusion Detection System policy refinement*
 •    Call plan modifications**
 •    Server upgrades: patch management, security updates, hardware/OS***
 •    On site support to expedite resolution of server-related events, as requested***


 Note:
 * for CalenceSecure
 ** for CalenceVoice
 *** for CalenceSvrApp




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 Statement of Work No. [sow#] Version 1 [date]
                                                     APPENDIX E
                                              DISPATCH SERVICES
     D.      CalenceDataSM – Operational Management

           Service                                     Description                                        Frequency
1. Monitoring                 • Actively monitor Devices and connections via ICMP pings           24 hours per day, 7 days per
                                and SNMP trap collection. Depending on Device type and            week, 365 days per year
                                manufacturer, various system and interface elements are
                                monitored including connectivity and utilization.
2.     Fault Management       • Proactively notify Customer of error conditions.                  24 hours per day, 7 days per
                              • Provide root cause analysis to determine source of network        week, 365 days per year
                                problem.
                              • Actively work with service providers and CPE vendors to
                                identify and resolve problems, including working with hard-
                                ware maintenance vendors to coordinate the repair and/or
                                replacement of Devices.
                              • Restore network to operating condition.
                              • Maintain Customer-specific notification and escalation
                                procedures.
                              • Maintain site contact information for each Customer location.
                              • Conduct post-mortem meetings upon Customer request
                                within 48 hours of a major event (e.g., an outage greater than
                                12 hours, or an outage that requires public relations interven-
                                tion).
3.     Configuration          • Maintain current copy of Device configuration.                    As required
       Archive                • Maintain three previous versions of Device configuration.




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     E.        CalenceDataSM – Enhanced Performance Management

             Service                                      Description                                       Frequency
1.        Scheduled           • Generate reports on key performance statistics and trends, including   Weekly and Monthly
          Performance           utilization, errors, memory, and availability.                         scheduled reports
          Reporting           • Provide Customer with access to the reports via Internet portal.
2.        Ad Hoc              • Provide Customer with access to generate ad hoc performance            24 hours per day,
          Performance           reports on chassis and interface performance for Devices. Cus-         7 days per week,
          Reporting             tomer has the ability to customize the report by specifying parame-    365 days per year
                                ters such as Network Device/interface, element(s) to be reported,      (excluding maintenance
                                and time interval.                                                     windows)
                              • Reports will be posted for 24 hours on the Internet portal and may
                                be printed by the Customer.
3.        Performance         • Review key performance statistics to identify any significant          Weekly review;
          Analysis              performance issues or error conditions. Customer will be notified      Monthly written
                                of any significant performance issues via email.                       analysis
                              • Perform detailed monthly analysis of network performance and
                                capacity planning data to identify overall trends, benchmark general
                                network performance and identify any specific performance or
                                capacity issues. Analysis will be summarized and posted on the
                                Internet portal for Customer review.
4.        Performance         • Meet with Customer to review performance and capacity analysis         Monthly/Quarterly
          Review                and provide recommendations for improvements.




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 F. CalenceSecureSM – Operational Management

        Service                                        Description                                        Frequency
1. Security               • Actively monitor security Devices for security events 24 hours per       24 hours per day,
   Event                    day, 7 days per week, 365 days per year.                                 7 days per week,
   Monitoring             • Collect security event data via syslog, SNMP and proprietary             365 days per year
                            protocols and upload for analysis to a centralized database.
                          • Analyze data and classify security events.
2. Security               • Execute predefined response based on classification of security          24 hours per day,
   Event                    events and mutually agreed upon event response procedures.               7 days per week,
   Response               • Proactively notify Customer of security events per mutually agreed       365 days per year
                            upon notification procedures.
                          • Provide Customer assistance with security event resolution.
                          • Conduct post-mortem meetings upon Customer request within
                            48 hours of a major security event (e.g., a Severity 1 security event,
                            or a security event that requires public relations intervention).
3. Availability           • Actively monitor Devices for availability via ICMP pings and SNMP        24 hours per day,
   Monitoring               trap collection.                                                         7 days per week,
                                                                                                     365 days per year
4. Fault Management       • Proactively notify Customer of error conditions.                         24 hours per day,
                          • Provide root cause analysis to determine source of availability          7 days per week,
                            problem.                                                                 365 days per year
                          • Work with hardware maintenance vendors to coordinate the repair
                            and/or replacement of Devices.
                          • Restore security Devices to operating condition.
                          • Maintain Customer-specific notification and escalation procedures.
                          • Maintain site contact information for each Customer location.
                          • Conduct post-mortem meetings upon Customer request within
                            48 hours of a major event (e.g., an outage greater than 12 hours, or
                            an outage that requires public relations intervention).
5. Configuration          • Maintain current copy of operating system configuration.                 As required
   Archive                • Maintain current copy of security policy.
6. Signature              • Implement updated versions of IDS signatures.                            As required
   Updates                • Updates will be scheduled and implemented in accordance with
   (IDS only)                mutually agreed upon change control procedures.
7. Security               • Deliver a report via an Internet portal providing a summary of the       Monthly
   Analysis                 security event activity that occurred in the previous month.
   Report
8. Device Log             • Security device logs will be retained online in the event database       As required
   Retention                (e.g., for query and reporting) for 3 months.
                          • After 3 months, the security device logs will be archived to an FTP
                            server for Customer retrieval for a period of 3 months, after which
                            the logs will be deleted.




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       Service                                         Description                                          Frequency
9. Scheduled Perform-     • Generate reports on key performance statistics and trends, such as         Weekly and Monthly
   ance Reporting           bandwidth utilization, port utilization, processor utilization, applica-   scheduled reports
                            tion availability, server availability, free memory, memory utilization,
                            general device health, error rates, and application uptime.
                          • Calence will run weekly and monthly “System Summary” reports.
                          • Provide Customer with access to the reports via an Internet portal.
10. Ad Hoc                • Provide Customer with access to generate ad hoc performance                24 hours per day, 7
    Performance             reports on chassis and interface performance for managed devices.          days per week, 365 days
    Reporting               Customer has the ability to customize the report by specifying             per year (excluding
    (excluding IDS)         parameters such as device/interface, element(s) to be reported, and        maintenance windows)
                            time interval.
                          • Reports will be posted for 24 hours on the Internet portal and may
                            be printed by Customer.




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     G. CalenceVoiceSM – Operational and Performance Management

          Service                                    Description                                        Frequency
1.     Monitoring           • Actively monitor Devices (e.g., Gateways, CallManagers, Unity)     24 hours per day,
                              and Connections via ICMP pings, Host Agents (CallManager           7 days per week,
                              version 4.x only) and SNMP trap collection. Depending on           365 days per year
                              Device type and manufacturer, various system and interface
                              elements are monitored including connectivity and utilization.
                            • Actively monitor IP phones for a 10% threshold of Cisco IP
                              phones becoming unregistered with CallManager during a 5-
                              minute interval.
                            • If “Insight Manager” is installed on the Customer server(s),
                              Calence can and will pull SNMP trap information for environ-
                              mental parameters. In “Insight Manager” is NOT installed we
                              CANNOT pull SNMP traps for environmental parameters. In
                              the scenario that Calence installs the server operating system,
                              Calence will install “Insight Manager” and monitor environ-
                              mental information through normal monitoring procedures.
2.     Fault Management     • Notify Customer of error conditions.                               24 hours per day,
                            • Restore the IPT (e.g., CallManager, Unity, Gateways) system to     7 days per week,
                              operating condition.                                               365 days per year
                            • Provide root cause analysis to determine source of IPT
                              problem.
                            • Conduct post-mortem meetings upon Customer request within
                              48 hours of a major event (e.g., an outage greater than 12 hours
                              or an outage that requires public relations intervention).
                            • Install Cisco-approved Operating System security patches.
                            • Maintain Customer-specific notification and escalation
                              procedures.
                            • Maintain site contact information for each Customer location.
                            • Actively work with service providers, Customer staff, and CPE
                              vendors to identify and resolve problems, including working
                              with hardware maintenance vendors to coordinate the repair
                              and/or replacement of Devices.
3.     Performance          • Review key performance statistics to identify any significant      Monthly written analysis
       Analysis               performance issues or error conditions. Customer will be
                              notified of any significant performance issues via email.
                            • Perform monthly analysis of call center or phone system
                              performance and capacity planning data to identify overall
                              trends, benchmark general call center or phone system per-
                              formance and identify any specific performance or capacity
                              issues. Analysis will be summarized and posted on the Internet
                              portal for Customer review.




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4.     Scheduled            • Generate reports on key performance statistics and trends, such        Monthly scheduled reports
       Performance            as bandwidth utilization, port utilization, processor utilization,
       Reporting              application availability, server availability, free memory, mem-
                              ory utilization, general device health, error rates, and application
                              uptime.
                            • Calence will run weekly and monthly “System Summary”
                              reports.
                            • Provide Customer with access to the reports via an Internet
                              portal.
5.     Ad Hoc               • Provide Customer with access to generate ad hoc performance            24 hours per day, 7 days
       Performance            reports on chassis and interface performance for managed               per week, 365 days per
       Reporting (exclud-     devices. Customer has the ability to customize the report by           year (excluding mainte-
       ing IDS)               specifying parameters such as device/interface, element(s) to be       nance windows)
                              reported, and time interval.
                            • Reports will be posted for 24 hours on the Internet portal and
                              may be printed by Customer.




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     H. CalenceSvrAppSM – Monitoring, Notification and Reporting

          Service                                     Description                                      Frequency
1.     Monitoring           • Actively monitor devices, various performance metrics,            24 hours per day,
                              application services and connections via ICMP pings, host         7 days per week,
                              agents and SNMP trap collection. Depending on device type         365 days per year
                              and manufacturer, various system and interface elements are
                              monitored including connectivity and utilization.
                            • Proactive server application management, including monitoring
                              of numerous operational and performance elements. Monitor-
                              ing of some elements may vary based on manufacturer and
                              applications deployed on said system.
                            • If “Insight Manager” is installed on the Customer server(s),
                              Calence can and will pull SNMP trap information for environ-
                              mental parameters. If “Insight Manager” is NOT installed we
                              CANNOT pull SNMP traps for environmental parameters. In
                              the scenario that Calence installs the server operating system,
                              Calence will install “Insight Manager” and monitor environ-
                              mental information through normal monitoring procedures.
2.     Fault Notification   • Proactively notify Customer of error conditions according to      24 hours per day,
                              Service Level Commitments.                                        7 days per week,
                            • Maintain Customer-specific notification and escalation            365 days per year
                              procedures.
                            • Maintain site contact information for each Customer location.
                            • Maintain server environment documentation (As Required)
                                Develop and maintain copies of the following documents:
                                − Customer notification/escalation flowchart
                                − Server systems diagram
                                − Passwords documentation
3.     Performance          • Review key performance statistics to identify any significant     Weekly review;
       Analysis               performance issues or error conditions. Customer will be          Monthly written analysis
                              notified of any significant performance issues via email.
                            • Meet with Customer to review performance and capacity
                              analysis and provide recommendations for improvements.




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                                          DISPATCH SERVICES
 I. CalenceWatchSM – Monitoring, Notification

        Service                                   Description                                       Frequency
1. Monitoring             • Actively monitor Devices and connections via ICMP pings.        24 hours per day, 7 days per
                          • Optional – monitor devices using SNMP trap collection or        week, 365 days per year
                            other methods if mutually agreed upon between Customer
                            and Calence.
2. Notification           • Notify Customer of error conditions.                            24 hours per day, 7 days per
                          • Maintain Customer-specific notification and escalation          week, 365 days per year
                            procedures.
                          • Maintain site contact information for each Customer location.




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