Enterprise Service Agreement 2010 by Savsonic

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The is a full contract for a project network roll-out for an enterprise.

SCOPE OF SERVICES 4
ARTICLE II 10
HARDWARE 10
ARTICLE III 11
SOFTWARE 11
ARTICLE IV 12
STATEMENT OF WORK 12
ARTICLE V 13
TERM OF AGREEMENT 13
ARTICLE VI 14
FINANCIAL CONSIDERATIONS 14
ARTICLE VII 16
INSURANCE AND INDEMNIFICATION 16
ARTICLE VIII 18
MULTIPLE VENDOR CONSIDERATIONS AND WARRANTIES 18
ARTICLE IX 20
SYSTEM MAINTENANCE PROGRAM 20
ARTICLE X 20
TERMINATION OF AGREEMENT 20
ARTICLE XI 21
ADITIONAL PROVISIONS 21
APPENDIX A 25
MATERIALS AND PRICING 25
APPENDIX B 29
PROJECT IMPLEMENTATION SCHEDULE 29
APPENDIX C 31
DISCLAIMER 31
APPENDIX D 32
ENVIRONMENTAL AND INSTALLATION REQUIREMENTS 32
APPENDIX E 34
ACCEPTANCE TESTS 34
APPENDIX F 35
SUPPORT SERVICES 35

More Info
									Enterprise Networking Services Agreement
                 PREPARED FOR

                   Customer




                 October 25, 2010




                   BizDevDNA
         Network Integration Services Group
                    Glendale, CA
Enterprise Networking Services Agreement                                                                                         BizDevDNA



                                              TABLE OF CONTENTS
  ARTICLE I ..................................................................................................................................... 4
     SCOPE OF SERVICES ............................................................................................................ 4
  ARTICLE II ................................................................................................................................. 10
     HARDWARE .......................................................................................................................... 10
  ARTICLE III ............................................................................................................................... 11
     SOFTWARE ........................................................................................................................... 11
  ARTICLE IV ................................................................................................................................ 12
     STATEMENT OF WORK ....................................................................................................... 12
  ARTICLE V ................................................................................................................................. 13
    TERM OF AGREEMENT ........................................................................................................ 13
  ARTICLE VI ................................................................................................................................. 14
    FINANCIAL CONSIDERATIONS ............................................................................................ 14
  ARTICLE VII ................................................................................................................................ 16
    INSURANCE AND INDEMNIFICATION .................................................................................. 16
  ARTICLE VIII ............................................................................................................................... 18
    MULTIPLE VENDOR CONSIDERATIONS AND WARRANTIES ........................................... 18
  ARTICLE IX ................................................................................................................................. 19
   BDD DATA SYSTEM MAINTENANCE PROGRAM ................................................................ 19
  ARTICLE X .................................................................................................................................. 20
    TERMINATION OF AGREEMENT ......................................................................................... 20
  ARTICLE XI................................................................................................................................. 21
    ADITIONAL PROVISIONS ...................................................................................................... 21
  APPENDIX A ............................................................................................................................... 25
    MATERIALS AND PRICING ................................................................................................... 25
  APPENDIX B ............................................................................................................................... 29
   PROJECT IMPLEMENTATION SCHEDULE ........................................................................... 29
  APPENDIX C .............................................................................................................................. 31
   DISCLAIMER ........................................................................................................................... 31
  APPENDIX D .............................................................................................................................. 32
    ENVIRONMENTAL AND INSTALLATION REQUIREMENTS ................................................ 32
  APPENDIX E ............................................................................................................................... 34
    ACCEPTANCE TESTS ........................................................................................................... 34
  APPENDIX F ............................................................................................................................... 35
    SUPPORT SERVICES ............................................................................................................ 35




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Enterprise Networking Services Agreement                                       BizDevDNA




          ENTERPRISE NETWORK SERVICES AGREEMENT

THIS AGREEMENT for Enterprise Network Services, hereinafter referred to as
"Agreement", is made and entered into this _____ day of _____________, 2010, by and
between Customer, a corporation having its principal offices in City, State, hereinafter
referred to as "Customer", and BizDevDNA, a corporation having its principal offices in
the State of New Jersey, hereinafter referred to as "BDD".

Witnesseth: That,

WHEREAS, Customer, requires computer network integration, procurement of
services, equipment and installation and support of the Enterprise Network, hereinafter
called "Network", and

WHEREAS, BDD represents that it has expertise, knowledge and ability in all matters
pertaining thereto, and is qualified to perform such services, and was selected by
Customer following a Request for Proposal and interview process;

NOW, THEREFORE, for and in consideration of the mutual covenants, terms,
conditions and provisions herein contained, and other valuable considerations, it is
agreed by and between the parties hereto as follows:




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                                      ARTICLE I

                                Scope Of Services
SECTION 1.

TO BE PERFORMED.               BDD Data hereby agrees to perform and is hereby
engaged under the covenants, terms, conditions and provisions of this Agreement to
provide the following : in accordance with the Phase 1 Implementation Schedule and
related "Bonded" Activities, excluding the controller trade-in, and Phase 2
Implementation Schedule and related Milestone Activities as set forth in Appendix B,
attached hereto.

PHASE I, Transitional Network, detailed in Appendix B, will be "Bonded" for
performance (excluding the controller trade-in). Monies advanced to BDD for Phase I
Activities such as Baselining, Engineering detailing, equipment procurement, installation,
and testing will be "Bonded" and will therefore be secured in Customer's interest if BDD
Data does not perform or successfully complete the Phase I Milestones.
Notwithstanding, the Phase I Activities, Customer will be responsible for submitting a
purchase order immediately upon execution of the Agreement.

PHASE II. Implementation, detailed in Appendix B, will include all activities to complete
the Enterprise Network, such as list activities in brief solution completion as outlined in
Appendix B.




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SECTION 2.

RESPONSIBILITIES OF BDD. BDD further agrees to provide the following in
conjunction with the services outlined in Appendix B prior to and in accordance with the
interval requirements of the Time Schedule for each task set forth in the said Appendix
(Project Implementation Schedule), attached hereto.

A.     Baselining Services

       1.      The Baselining consulting services will be necessitated in the event
               Customer cannot provide BDD with the information as described in
               the proposal’s disclaimer (Response to Questionnaire). The following
               areas of the enterprise will be surveyed:
               a.     Baselining of the Telecommunications Infrastructure (such as
                      Data Telecommunications Lines, Modems, CSU/DSU, Security
                      System, Voice lines, etc).
               b.     Baselining of the Legacy Systems (such as Controllers, Front
                      End, Legacy Hardware/Configuration, System Tables and
                      Configurations, User Applications, etc).
               c.     Baselining of Data Networks (Traffic Flow Analysis, Peak Traffic
                      Analysis, Average Message Size, Network Topology, etc.) .
               d.     Baselining of Local Area Networks (Sniffer Trace, Client/Server,
                      LAN based Applications, Security System, Gateways, Message
                      Size, Network Operating System, etc).

       2.      Deliverable: BDD’s senior consulting staff will obtain, gather,
       analyze, and document all the necessary information of Customer’s
       enterprise-wide resources to facilitate a detail-level design, list of
       deliverable items, changes to the proposed design, and a schedule of
       deliverable items.


B.     Project Management

       1.      Project Management resources will coordinate delivery of a complex
               networking project and assumption of responsibility for successful
               completion of all committed project deliverables. This resource will be
               responsible for the following:
               a.      Serve as the interface between BDD's project team and
               Customer's project team.
               b.      With Customer's Project Manager, administer project changes as
                       needed, utilizing any mutually agreed upon procedure.
               c.      Obtain and provide information, data, BDDs, and approvals,
                       in a timely manner, unless both parties agree to an extended
                       response time.
               d.      Resolve deviations from project plans that may be caused by
                       either party.
               e.      Help resolve project issues, and take issues to the appropriate
                       level of BDD's management.



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               f.     Monitor and report project status on a regular basis to BDD
                      and to Customer.

       2.      Deliverable: Complete Project Implementation.


C.     Procurement Management

       1.      Management of product procurement for items which make up the
               Enterprise Network. Responsibilities include:
               a.     Select, order, and receive proper product.
               b.     Manage potential product delivery lead times and minimize
                      impact to project schedule.
               c.     Resolve issues with supply channels as needed.


       2.      Deliverable: Hardware items and Application Programs where required..


D.     Configuration

       1.      Services necessary, which may include hardware configuration,
               Application Programming, Operating System installation, installation of
               Applications, Network Client Shells, Testing, and Burn-in. Service will
               include but is not limited to:
               a.     Physical replacement of interface card hardware or addition
                      where none already exists.
               b.     Installation of Application software.
               c.     De-bugging of applications which are affected by the change in
                      attachment.

       2.      Deliverable: Configured, tested hardware and application programs.


E.     Wiring Certification and Documentation

       1.      Services associated with the certification of cable plants, which may
               include wiring, patch panels, equipment racks, hub installation, and
               testing, when tasked by Customer (see Appendix A - Materials and
               Pricing). Testing will include the use of a Time Domain Reflectometer as
               well as real-world scenarios using PC's generating network traffic on the
               cabling plant.

       2.      Deliverable: Wired and tested cable plant .




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F.     On-site Network Installation

       1.     Services necessary to integrate all network components into a functional
       Enterprise Network with Disaster Recovery tie-in, testing, and any
       configuration activities not previously performed.

       2.      Deliverable: Installed and tested Enterprise Network.


G.     Administration Training

       1.      Delivery of training seminars for administration of the new network as
               outlined in Appendix B - Project Implementation Schedule. Training will
               be customized to the needs of the Customer.

       2.      Deliverable: Completion of training seminars.


H.     Post-Installation Support

       1.      These services may include warranty support, remedial support for
               existing hardware, network and end-user support services.

       2.      Deliverable: Initiation of applicable support agreements. Commitments,
               terms, and deliverables will be defined under separate Support
               Agreements which will identify for Customer, a single point of contact for
               all Service and Support related issues relative to the Enterprise Network.



SECTION 3.

RESPONSIBILITIES OF CUSTOMER. Customer hereby agrees to provide the
following to BDD: prior to and in accordance with the interval requirements of the
Performance Time Schedule for each task set forth in Appendix B - Project
Implementation Schedule, attached hereto.

A.     Work Environment. Appropriate access to the work areas and facilities,
       consistent with security procedures, required to effect completion of work
       tasks, including removing obstacles and impediments, such as furniture,
       machinery, or other items which impede access to the work area.


B.     Safety. A reasonably safe and secure work environment free of hazards, with
       adequate heat, lighting, and air conditioning.


C.     Space. Adequate space for the storage and/or configuration of equipment if
       needed.



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D.     Required Data. All necessary architectural and wiring diagrams, specifications,
       and other information required for completion of the work tasks (see Appendix
       C - Disclaimer). In the event that additional information is required, Customer
       must supply such information in timely manner.


F.     Project Manager

       1.      Customer will designate a person, called the Enterprise Network
               Department Project Manager, to whom all consultant communications
               will be addressed, and who has the authority to act for Customer in all
               aspects of the project. The Project Manager's responsibilities will include
               the following:
               a.       Serve as the interface between BDD's project team and
               Customer's project team members.
               b.       With the BDD Project Manger, administer project changes as
                        needed, utilizing any mutually agreed upon procedure.
               c.       Obtain and provide information, data, BDDs, and approvals,
                        in a timely manner, unless both parties agree to an extended
                        response time.
               d.       Help to resolve deviations from project plans that may be caused
                        by either party.
               e.       Help resolve project issues, and take issues to the appropriate
                        level of Customer's management.
               f.       Monitor and report project status on a regular basis to
                        Customer's management BDD's management.


G.     Technical Consultant

       Should the completion of BDD's responsibilities under this Agreement involve
       technical specifications, customized applications or user-interfaces developed by
       Customer; connectivity issues with hosts; or wide-area connections to sites
       outside the scope of the project, Customer will designate a Technical Consultant
       who will act as a point of contact for technical questions and issues. This person
       can be but is not necessarily the Customer Project Manager. The Technical
       Consultant will work to the best of his or her ability to provide timely technical
       information about conditions specific to Customer. The Technical Consultant is
       responsible for the following:

       1.      Be available for phone assistance as required.

       2.      Actively participate in all phases and in all activities as required.

       3.      Be the primary technical contact for BDD to ensure compliance with
               Customer's technical specifications and standards.




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SECTION 4.

DOCUMENTATION. The following documentation will be delivered to Customer by
BDD: prior to and in accordance with the interval requirements of the Performance
Time Schedule for each task set forth in Appendix B, attached hereto.

A.     Documentation associated with each task outlined in Section 1 and Appendix
       B, including written notification of task completion as well as information
       necessary for the proper operation and troubleshooting of networking
       components.


B.     Acceptance Forms for the completion of each task outlined in Section 1 and
       Appendix B.


C.     Weekly Status Reports during the implementation phases of the project.


D.     Final Acceptance Form at project completion.



SECTION 5.

COMPLETION CRITERIA. The project will be considered complete when the tasks or
major activities described under each Phase in Appendix B have been fulfilled and all
deliverables have been conveyed to Customer.



SECTION 6.

ADDITIONAL SERVICES. During the initial term or any option period of this
Agreement, Customer may determine that additional services are required of BDD. In
such an event, the Director of Customer, hereinafter called the "Director", and BDD shall
prepare a scope of services and a schedule for the additional services to be performed,
and shall negotiate payment for same, subject to the availability of funds and any
necessary approvals.




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                                      ARTICLE II

                                      Hardware
SECTION 7

HARDWARE. BDD agrees to provide the necessary hardware to perform the
Enterprise-wide Network Services as listed in Appendix B - Project Implementation
Schedule.

A.     Equipment. BDD will provide the items of computer and
       communications equipment (collectively referred to as the "Equipment")
       listed in Appendix A - Materials and Pricing) attached hereto, may be
       modified (see Appendix C - Disclaimer) or supplemented from time to
       time by mutual written consent of Customer and BDD.


B.     Equipment Environment. The applicable environmental and installation
       requirements for the Equipment are set forth in Appendix D. Customer
       shall be responsible for preparing, at least ten (10) days prior to the
       Delivery Date, a suitable installation site as defined in Appendix B and
       as further defined in the applicable Equipment manufacturer's
       reasonable installation procedures. Customer's responsibilities include
       ensuring that all required construction, electrical, air conditioning and
       other similar items are available. BDD shall not be responsible for
       the installation of the Equipment or other elements of the System unless
       specifically provided for herein.


C.     Supplies. Customer shall be solely responsible for acquiring and
       maintaining, at Customer's expense, supplies necessary to operate the
       Hardware.


D.     Relocation of the Hardware. The Hardware is capable of being moved
       to Customer's offices in cities other than those in which it is originally
       being installed. However, BDD shall not be liable or responsible
       for subsequent operation unless BDD has been retained by
       Customer to effect the relocation. BDD agrees to provide
       relocation services or technical assistance required in connection with
       any such relocation at its then-prevailing rates for a period of at least
       three (3) years following installation of the Hardware.


E.     Power Protection Devices. BDD recommends the use by Customer
       of line conditioning, surge protection and uninterruptible power supply
       (UPS) devices for all critical components as specified in Appendix A -
       Materials and Pricing.




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                                     ARTICLE III

                                       Software

SECTION 8

SOFTWARE. BDD agrees to provide the necessary software to perform the Enterprise-
wide Network Services as listed in Appendix B - Project Implementation Schedule.


A.     Software. The Third Party Software (as defined below) and the
       BDD’s Proprietary Software (as defined below) may sometimes be
       collectively referred to herein as the "Software".
       1.        Acquisition. BDD shall acquire on Customer's
                 behalf the third party software ("Third Party Software")
                 designated in Appendix A - Materials and Pricing.
       2.        Customer’s Responsibilities. Customer shall comply with all
                 terms of any license agreements regarding Third Party Software
                 and complete any forms in connection therewith as reasonably
                 requested by BDD and with BDD’s assistance.
       Customer shall indemnify and hold BDD harmless from any
       liability (including attorney and paralegal fees) arising out of
       Customer's breach of its license obligations with respect to Third
       Party Software.
       3.        Disclaimer of BDD Liability. Except as expressly stated in
       Article XI, BDD disclaims any warranty as to third party
       software and further disclaims any liability to client for the failure
       of third party software to operate or for its infringement on the
       rights of others.




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                                     ARTICLE IV

                                Statement Of Work

SECTION 9

STATEMENT OF WORK.          BDD agrees to provide the necessary hardware to perform
the Enterprise-wide Network Services as listed in Appendix B - Project Implementation
Schedule. This schedule may be changed and/or updated depending upon additional
information provided by Customer (listed in Appendix C), the Baselining Services
performed by BDD and the resultant detail level design. The Statement of Work may be
amended by Customer and BDD based on the above and other factors and
requirements mutually agreed upon by the Project Managers.


A.     Statement of Work. BDD shall provide those value-added Services
       designated in Appendix B - Project Implementation Schedule. Detail level
       schedule and deliverables will be provided after additional information has been
       received from Customer (see Appendix C - Disclaimer) and/or Baselining
       Services have been performed by BDD.

B.     Additional Tasks.       If so requested by Customer, BDD may work on
       supplemental tasks or tasks outside the Statement of Work at its then-prevailing
       Time & Material rates.

C.     Customer's Responsibility for Data Protection. Customer is responsible for
       the security, protection, backup and maintenance of its internal data and of
       software utilized on all Customer systems. If so requested by Customer in
       writing BDD can provide as a value-added service the appropriate security,
       maintenance and backup procedures that Customer should establish regarding
       these matters.       Notwithstanding any recommendations which BDD may
       provide, or has provided, BDD expressly disclaims any warranty with respect
       to the security, preservation or maintenance of such data.




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                                     ARTICLE V

                               Term Of Agreement
SECTION 10.

TERM. Except as hereinafter provided, the term of this Agreement shall begin at the
date of execution and terminate upon completed implementation of the proposed
Enterprise Network.


SECTION 11.

OPTION TO EXTEND. The term may be extended, subject to additional requirements
of Customer.


SECTION 12

ASSIGNMENT. This Agreement cannot be assigned, subcontracted, or transferred, in
part or in whole, without prior written consent of the other party.




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                                     ARTICLE VI

                           Financial Considerations
SECTION 13.

COMPENSATION. Compensation for Professional Services to be performed by BDD,
including all charges by BDD or any subcontractor thereto, will be paid in accordance
with the attached Appendix A, "Materials and Pricing".


SECTION 14.

REIMBURSABLE EXPENSES. Customer agrees to reimburse BDD for the actual cost
of out-of-pocket expenses for authorized travel, lodging, meals, telephone, postage,
duplicating and incidentals directly related to performance of the services described in
this Agreement, with no additional administrative or operational costs added thereto.


SECTION 15.

 PROCUREMENT REIMBURSEMENT. Customer agrees to pay BDD for all approved
hardware and equipment purchase by BDD, in accordance with the attached Appendix
A - Materials and Pricing. Minor equipment items not listed in Appendix A will be paid
for upon approval by the Customer Project Manager.


SECTION 16.

STATEMENTS. Statements for all Professional Services rendered under this
Agreement will be prepared by BDD in a form acceptable to Customer and submitted to
Customer for payment. All statements rendered shall be completely itemized to indicate
the basis for all expenses incurred during the preceding month, including personnel
assigned, time expended, and the task performed corresponding to the rate of pay
stipulated herein. All statements for purchases and reimbursable expenses shall be
supported by appropriate documentation.


SECTION 17.

MAXIMUM OBLIGATION. BDD shall not perform any services, the cost of which would
exceed the balance of the funds currently appropriated by Customer for such services.
BDD shall provide all tasks and services as indicated in Appendix B and shall be
compensated for all such tasks and services renderd as stated in Appendix A.
Customer's maximum obligation to be paid BDD under this Agreement for professional
services, reimbursable expenses, and procurement rendered during the initial term
hereof, shall not exceed total US Dollars stated in Appendix A, unless otherwise agreed
to by both Customer and BDD.


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SECTION 18.

STATEMENT SUBMITTAL DATE. Monthly statements for all Professional Services
rendered under this Agreement will be submitted to Customer for payment on or before
the twentieth (20th) day of the month following the month for which the invoices are
prepared, or as soon thereafter as the normal course of business permits. In the event
of a disputed amount, Customer shall release the undisputed amount within thirty (30)
days, and shall confer with BDD to reach a mutually acceptable resolution of the
disputed amount.


SECTION 19.

ACCOUNTING RECORDS AND REPORTS. BDD will, during the term hereof, keep
true, accurate, complete and auditable records of all business conducted by it under this
Agreement.


SECTION 20.

RIGHT TO AUDIT. Customer reserves the right to audit the records of BDD, its
authorized officers, employees, and agents relating to the performance of BDD's
obligations, duties, and responsibilities under the terms and conditions of this
Agreement.


SECTION 21.

PERFORMANCE BOND. To insure the performance of the services as described in
Section 1 and Appendix B - Project Implementation Schedule, BDD shall provide a
Guaranty Performance Bond running to Customer, payable to Customer's Treasurer.
The said Performance Bond shall be in a form satisfactory to Customer, in the amount
of the maximum obligation of Phase I of the Agreement as referenced in Section 1 and
Appendix B. Performance Bond shall oblige BDD to return any Monies (excluding
actual and reasonable expenses and labor at the stated labor rate in Appendix A)
expended by Customer to BDD and Customer to return any product supplied by BDD, if
Phase I activities do not successfully complete as stated in Appendix B.




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                                     ARTICLE VII

                        Insurance And Indemnification

SECTION 22.

GENERAL LIABILITY INSURANCE. BDD, at its expense, and at all times during the
term hereof, shall cause Customer and its officers, agents and employees and BDD to
be insured on an occurrence basis against the risk of all claims and demands by third
persons for bodily injury, including wrongful death, and property damage arising or
alleged to arise out of the activities of BDD, its officers, agents, employees, licensees,
invitees and independent contractors pursuant to this Agreement under General
Comprehensive Liability Insurance, including automobile and property liability, with the
minimum limit of coverage equal to a combined single limit of One Million Dollars
($1,000,000.00).


SECTION 23.

ADDITIONAL INSURED. Insofar as said insurance provide protection against liability
for damages to a third party for personal or bodily injury, death, and property damage,
Customer shall be included as a named additional insured. Customer shall have no
liability for any premiums charged for such coverage, and the inclusion of Customer as a
named insured is not intended to, and shall not make, Customer a partner or joint
venture with BDD in its operations hereunder.


SECTION 24.

PROFESSIONAL LIABILITY. Without limiting its liability hereunder, BDD shall also
procure and maintain at its sole expense during the term of this Agreement, professional
liability insurance in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00).


SECTION 25.

INDEMNIFICATION. Customer agrees to indemnify and save harmless BDD, its
officers, agents and employees from and against any and all loss of or damage to
property of third persons, or injuries to, or death of, any persons, and from any and all
claims, damages, suits, costs, expense, liability, actions or proceedings of any kind
whatsoever, in any way resulting from, or arising out of the acts and/or omissions of
officers and employees of Customer arising out of this Agreement; and Customer
agrees to defend BDD in action or proceeding brought thereon.




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SECTION 26.

SUBROGATION. Customer and BDD hereby mutually waive all right of subrogation
against each other from any loss to property in Customer, therein or affixed thereto
from perils which can be insured against under the standard form of fire and general
comprehensive liability insurance with extended coverage endorsement generally
available at the time, whether or not the party incurring the loss has actually obtained
such insurance, unless this clause would result in a loss of BDD's and/or Customer's
insurance coverage, in which case this shall be of no force and effect.




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                                     ARTICLE IX

            Multiple Vendor Considerations And Warranties


SECTION 27

MULTI-VENDOR WARRANTY. The parties acknowledge that the Hardware and Third
Party Software is manufactured and produced by third party computer hardware and
software vendors. BDD shall deliver to Customer all warranties made by such third
party vendors. BDD shall cooperate with Customer to obtain vendor's warranty
compliance, but shall not be able to enforce or guarantee the enforcement of such
warranties. BDD warranties for the Equipment and Software are set forth below.

A.      The Equipment and Software.                 BDD warrants the Equipment and
        Software to be capable of successfully completing the acceptance tests
        described in Appendix B for a period of Ninety (90) days from the Acceptance
        Date and to operate in conformity with the applicable user documentation. The
        extent of BDD liability under this warranty shall be limited to the correction or
replacement, at BDD’s own cost and expense, of any             defective item of Equipment
or Software which fails any applicable acceptance test or which does not perform in
accordance with the applicable user documentation during the Warranty period,
provided written notice of any failure of any acceptance test or nonconforming operation
is given to BDD during          the Warranty period.

B.     Equipment and Third Party Software.         Any assistance rendered by BDD
       to Customer with respect to a warranty claim under Section 27 shall not
       constitute any warranty whatsoever by BDD Data as to the validity or
       effectiveness of any third party warranty. The stated express warranties
       contained in Section 27 above, regarding Equipment and Third Party Software
       are contingent upon Customer's compliance with the published documentation
       of each manufacturer or developer of the components of the Equipment or Third
       Party Software.

C.     Limitation On Warranties.           BDD makes no other warranties or
       representations whatsoever with respect to the equipment, third party software,
       and BDD proprietary methodologies or system utilities.          The foregoing
       warranties set forth in Section 27 above, are in lieu of all other warranties,
       express or implied, including, but not limited to, the implied warranties of
       merchantability and fitness for a particular purpose, with respect to the
       equipment and third party software.




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                                      ARTICLE X

                 BDD Data System Maintenance Program

SECTION 28

BDD DATA SYSTEM MAINTENANCE PROGRAM. Customer may elect to participate
in the various programs available as a part of BDD Data System Maintenance Program
and receive software support services (exclusively for the Network Operating System)
and on-site equipment maintenance. The various components of BDD Data System
Maintenance Program are offered for twelve-month terms beginning as of the
Acceptance Date, and terminable annually with thirty (30) days written notice. Such
enrollment and the price therefore is designated in the Equipment and Delivery
Schedule. System Software Support Plan services are described more fully in Appendix
F.

A.     System Software Support Plan.              Customer may enroll in BDD Data
       System Software Support Plan and receive software support exclusively for the
       Network Operating System for twelve-month terms beginning as of the
       Acceptance Date, and terminable with thirty (30) days written notice after the
       irst year. The basic provisions of the System Software Support Plan are as
       follows:
       1.      Customer shall designate two (2) points of contact within the
               organization and make them known to BDD. All questions raised by
               Customer in response to issues resulting from the operation of the
               Equipment shall be channeled by the Customer 's designated contacts
               to BDD Data Network Engineering Group for resolution.
       2.      Telephone support shall be limited to Network Operating Systems and
               the integration thereof. Any problem resolution that is deemed
               application software-oriented will be billed on a Time & Materials basis at
       BDD Data’s then current rate for the level of service provided.
       3.      Within the constraints defined in a and b, BDD Data shall provide
       Customer telephone support during its normal business hours with a
       guaranteed four (4) hour response time.
       4.      Customer agrees to retain BDD Data to perform services associated
       with the System Software Support Plan. The retainer, as specified
       Appendix F, will be payable on an annual basis, and includes an annual
       account maintenance fee. The retainer will grant Customer contacts
       the right to request service based on available incidences. In the event
       hat the allowed number of incidences is exceeded prior to the conclusion
       of the annual term, Customer will be required to purchase additional
       incidences on a renewed retainer, or may elect to be billed for services
       rendered on a Time & Materials basis.

B.     Hardware Maintenance.        BDD shall provide equipment maintenance
       services to Customer in accordance with the terms and conditions of the
       Equipment Maintenance Agreement to be set forth, provided that Customer
       executes the Equipment Maintenance Agreement and pays the Annual
       Maintenance Fee set forth therein.



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Enterprise Networking Services Agreement                                      BizDevDNA



                                     ARTICLE XI

                          Termination Of Agreement

SECTION 29.

CUSTOMER'S RIGHT TO TERMINATE. Customer shall give BDD a sixty (60) days
written warning to correct any material breach or non-performance of any term,
condition and covenant of this Agreemant. Upon failure of BDD to remedy such default,
Customer shall have the right to terminate this Agreement upon upon thirty (30) days
advance written notice to BDD, of the said material breach or non-performance by BDD
of the said term, condition and covenant of this Agreement, and failure of BDD to
remedy such default after the sixty (60) days warning period and within thirty (30)
calendar days following the receipt of such written notice.


SECTION 30.

BDD'S RIGHT TO TERMINATE. BDD shall have the right to stop any further activities,
thus impacting the schedule of this Agreement upon thirty (30) days advance written
notice to Customer, with or without cause, or in the event of Customer’s failure to
compensate BDD with payments of any material breach or nonperformance by
Customer of any term, condition and covenant of this Agreement as stated in Appendix
A. BDD will have the right to terminate this Agreement upon thiry (30) days advance
written notice following the said stoppage in activities, with or without cause, or non-
performance by Customer to remedy such default within thirty (30) calendar days
following the receipt of such written notice .


SECTION 31.

MUTUAL CONSENT. This Agreem
								
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