Master Services Agreement - Unisys Corp. and Egenera Inc.
MASTER SERVICES AGREEMENT
Table of Contents
1. DEFINITIONS............................................................... 3
2. TERM...................................................................... 4
3. APPOINTMENT/SCOPE OF AGREEMENT............................................ 5
4. POINTS OF CONTACT......................................................... 5
5. ORDERS.................................................................... 6
6. SERVICES.................................................................. 7
7. COMPANY TRAINING, TRAINING EQUIPMENT, DOCUMENTATION AND SUPPORT........... 8
8. RESPONSE TIMES AND PROCEDURE.............................................. 9
9. CONSIGNED PARTS LOGISTICS SERVICES........................................ 9
10. ENGINEERING CHANGES....................................................... 10
11. SERVICE REPORTING......................................................... 10
12. FEES, PAYMENTS AND PAYMENT TERMS.......................................... 10
13. CONFIDENTIAL INFORMATION.................................................. 13
14. PUBLIC DISCLOSURE......................................................... 15
15. ADVERTISING AND USE OF TRADEMARK.......................................... 15
16. INSURANCE................................................................. 16
17. WARRANTY.................................................................. 16
1
<PAGE>
18. LIMITATIONS ON LIABILITY.................................................. 16
19. INDEMNIFICATION........................................................... 17
20. TERMINATION AND CANCELLATION.............................................. 18
21. DISPUTE RESOLUTION........................................................ 19
22. Other Provisions.......................................................... 20
2
<PAGE>
MASTER SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 27th day of June,
2003 ("Effective Date") by and between Unisys Corporation, a corporation
incorporated under the laws of the State of Delaware, having its principal
corporate offices at Unisys Way, Blue Bell, Pennsylvania 19424 ("Unisys") and
Egenera, Inc. a corporation incorporated under the laws of the State of
Delaware, having its principal offices at 165 Forest St., Marlboro, MA 01752
("Egenera").
DESCRIPTION OF THE TRANSACTION
A. Unisys is in the business of providing support, maintenance and other
services for a wide range of computer and networking products; and
B. Egenera wants Unisys, as a subcontractor to Egenera, to provide, and
Unisys wants to provide services as described herein to particular Egenera
Customers, as defined below, for certain Egenera BladeFrame(TM) computer
and/or networking products.
INTENDING TO BE LEGALLY BOUND, Unisys and Egenera agree as follows:
1. DEFINITIONS
1.1 "Documentation" shall mean any operation and instructional manuals or
other written documents or materials related to the Products, or portions
of these manuals, documents or materials, that are reasonably necessary to
provide the Services, including any updates or modifications to these
manuals, documents or materials.
1.2 "Egenera Agreements" shall mean contracts entered into by Egenera, with
end users for the Services
1.3 "Egenera Customers" or "End Users" shall mean those end users of Products
who from time to time contract with Egenera for maintenance services
and/or other services for the Products under Egenera Agreements and to
whom Egenera, per the submission of an Order, requests Unisys to provide
such services, as a subcontractor to Egenera, pursuant to the terms and
conditions of this Agreement and any applicable, mutually agreed upon
Local Agreement.
1.4 "Effective Date" shall mean June 27, 2003.
1.5 "Field Service Locations" shall mean the "Primary Service Cities"
identified in EXHIBIT A, The Service Solution Design Document ("SSDD"),
from which Unisys and its Local Providers are available to perform
Services. The Field Service Locations from which Egenera initially will
require Unisys to perform Services in accordance with this Agreement are
listed in EXHIBIT A. Local Providers are listed for information only. All
Services outside the United States shall be performed under a Local
Agreement that has been signed by Egenera and the Local Provider.
3
<PAGE>
1.6 "Products" shall mean those Egenera hardware and software products listed
on EXHIBIT A to this Agreement on which Unisys has agreed to provide
Services under this Agreement. Additional Egenera products may be added to
this list upon the mutual written agreement of the parties.
1.7 "Local Provider" shall mean a business entity in the Unisys Corporation
international service channel that, agrees to provide services on
Egenera's behalf in the Local Provider's territory under a Local Agreement
or a Statement of Work, or both, that incorporates the terms of this
Agreement.
1.8 "Parts" shall mean the parts consigned by Egenera to Unisys, under a
bailment for the mutual benefit of Egenera and Unisys, for Services under
this Agreement. Parts shall only be used by Unisys to provide Services on
the Egenera Customer's Products on which Unisys is subcontracted hereunder
to provide Services.
1.9 "Principal Period of Maintenance" or "PPM" means, unless otherwise
designated in Exhibit A or an Order, 8:00 AM to 5:00 PM local time at the
End User location where Unisys has agreed to provide Services under this
Agreement or a Local Agreement, Monday through Friday, excluding the
following holidays: New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day in the US and locally recognized
holidays in the Local Provider's territory.
1.10 "Response Times" shall mean the agreed-upon time period between the time
Egenera or its designated Egenera Customer covered by this Agreement
dispatches Unisys to provide Services for particular covered Product and
the time when the Unisys service provider arrives at the site where the
covered Product is located to start the Service. These times are based
upon the location of the covered Product in relation to the designated
Field Service Location. Actual Response Times are listed in EXHIBIT A
hereto.
1.11 "Services" shall mean those services described in EXHIBIT A to this
Agreement.
1.12 "Territory" for this Agreement with Unisys Corporation means the fifty
states of the United States of America and the District of Columbia and,
for a Local Agreement or a Statement of Work, or both, with a Local
Provider, the country where the supply will be made.
1.13 "Unisys" means Unisys Corporation for the fifty United States and the
District of Columbia or for all purposes for supply outside the fifty
United States and the District of Columbia, the local entity in the Unisys
international channel ("Local Provider") that signs a Local Agreement that
incorporates the terms of this Agreement or accepts the order, or both,
for supply in the Local Provider's territory.
2. TERM
This Agreement shall begin on the Effective Date and shall continue for
three (3) years, unless terminated sooner according to its terms or
extended in writing by mutual agreement of the parties.
4
<PAGE>
3. APPOINTMENT/SCOPE OF AGREEMENT
3.1 Appointment. Unisys agrees to serve, as a subcontractor of Egenera, as
Egenera's non-exclusive provider of on-site maintenance and other services
for Products of Egenera Customers , in the Territory, subject to the terms
of this Agreement.
3.2 Use of Training Materials/Documentation. Unisys further agrees that
Egenera warrants and represents that the training and related
maintenance/support information, materials, Documentation and Parts
provided by Egenera as a part thereof under this Agreement are the
Confidential Information of Egenera and that it and its employees shall
use such Confidential Information and any Parts, tools, and other products
provided hereunder by Egenera solely for the purpose of providing
Services, as an Egenera subcontractor, to Egenera Customers, pursuant to
the terms and conditions of this Agreement and otherwise fulfilling its
obligations under this Agreement.
4. POINTS OF CONTACT
4.1 Program Managers. Egenera and Unisys shall each designate one of its
employees who shall cooperate and coordinate with each other on all
operational matters that relate to the Services (the "Program Managers").
Unless written notice is given otherwise by the designating party, the
Program Managers shall be:
Egenera: Director of Technical Operations
CJ Rotella
165 Forest St.
Marlboro, MA 01752
Phone: 508-858-3164
After Hours: 866-301-3117
Unisys: Joey Kneeland
28 Atlantic Place
South Portland, Maine 04106
Phone: 207-842-3515
Fax: 207-842-3535
4.2 Contract Administrators. Egenera and Unisys shall each designate an
employee who shall be a contact on all matters that relate to the terms
and conditions of this Agreement (the "Contract Administrator"). Unless
written notice of a change and new contact information is given by the
designating party, the Contract Administrators shall be:
Egenera: Director of Technical Operations
CJ Rotella
165 Forest St.
Marlboro, MA 01752
Phone: 508-858-3127
5
<PAGE>
Unisys:
GNS, Vice President of Finance
Unisys Corporation
Unisys Way
Blue Bell, PA 19424
Phone: (215) 986-3685
Fax: (215) 986-5010
5. ORDERS
5.1 Egenera or any of its related entities may issue orders for Services to
Unisys ("Orders"). These Orders shall explicitly reference this Agreement
by the Agreement number above, or in the case of a Local Agreement shall
reference the Local Agreement Number, shall include a Service Start/Stop
Request, and shall be subject solely to the terms of this Agreement, the
Order and any mutually agreed upon provisions in a Local Agreement between
Egenera (or any of its related entities), Unisys and its Local Provider.
Unisys and, if applicable, its Local Provider responsible for the
jurisdiction where the supply of Services will be made may accept or
decline an Order. Unisys, including its Local Provider, will not
unreasonably reject any Order that complies in all material respects with
the provisions of this Agreement and, the Local Agreement as applicable.
Acceptance of an Order by a Local Provider shall signify the Local
Provider's agreement to provide the ordered Services according to the
terms and conditions of this Agreement, and the Order or, if there is a
Local Agreement between the Egenera entity that issued the Order and the
Local Provider, the Local Agreement and the Order. In all events, the sole
contracting parties for all purposes for an Order accepted by a Local
Provider shall be the Egenera entity that issued the Order, (who shall be
"Egenera" for the order), and the Local Provider that accepted the Order,
(who shall be "Unisys" for the Order). International locations provided in
EXHIBIT A hereto are for information only. Any Services for these
international locations specified in EXHIBIT A are subject to a Local
Agreement between Egenera, and the Local Provider, which shall incorporate
the terms and conditions hereof.
5.2 Service Start/Stop Requests. Egenera shall give the Unisys Program Manager
an Order including a completed Service Start/Stop Request to enroll an
Egenera Customer in an annuity Service or to stop the Service. The Service
Start/Stop Request ("SSR") shall include the following information about
the Egenera Customer.
a) Egenera Customer Name
b) Egenera Customer Address
c) Telephone Number and Egenera Customer Contact
d) Address at which the Product is installed
e) Type of Product, Model Number, and Serial Number, if applicable.
f) Configuration of Hardware Product (when sold)
g) Services Start Date or Termination Date, or both
h) Response Time/Service Level Agreement (SLA)/PPM between Egenera and
the Egenera Customer.
6
<PAGE>
To initiate per-incident Services in a specific geographic area, Egenera
shall provide the Unisys Program Manager with an Order and a list of the
existing Customer Base within that geographic area to which Egenera wishes
Unisys to provide Services by address and product model numbers and a
reasonably accurate estimated one (1) year forecast by Product model
number for all Products to be installed if applicable and/or serviced in
the area. Notwithstanding the above, no Services or portion thereof shall
be provided by Unisys or its Local Provider on Products other than those
that are covered by a specific effective Order from Egenera.
5.3 Additions to Covered Products. Whenever Egenera wants Unisys to provide
Services for products which are not then covered Products, Egenera shall
notify Unisys, of the Egenera Customer's required date for installation,
the location, start of service coverage, and any other information
necessary for the Services to be provided by Unisys. Unisys shall promptly
acknowledge receipt of the Service Start Request and will notify Egenera
within ten (10) business days if it accepts or declines the Order for the
addition of the new product to the list of covered Products. Acceptance
shall not be unreasonably withheld or delayed. Unisys will use
commercially reasonable efforts to make the Services available on these
new products within sixty (60) days after acceptance of the Order.
6. SERVICES
6.1 Services to Egenera Customers. Shall be the Services described in the
Services Solution Design Document ("SSDD") attached hereto as EXHIBIT A.
6.2 Additional Services. Egenera may submit Orders for services outside the
scope of this Agreement. Unisys is under no obligation to provide such
services and may accept or decline such Orders. If the Order is accepted
by Unisys, Egenera shall pay Unisys for these services at the Unisys then
current published Demand Service Rates for the applicable country or at
other mutually agreed upon rates. Unisys' current Demand Service Rates
shall remain fixed for the first twelve (12) months hereof. Thereafter,
Unisys may increase its published Demand Service Rates in the Territory
and impose such increases on Egenera by giving no less than [**] days
prior notice of such increase, provided however such increases imposed
upon Egenera may in no event increase by more than [**] percent ([**]%)
over the prior twelve month period. Unisys' current published Demand
Service Rates for the following countries are designated in EXHIBIT B-1
hereto: Sydney and Melbourne, Australia; Hong Kong; Singapore; Europe; the
United States.
6.3 Cooperation with Egenera Customer Requirements. In connection with the
Services, Unisys will cooperate and comply with, and will require its
employees, agents, and other service personnel to cooperate and comply
with, all commercially reasonable requirements of Egenera Customers
relating to on-site visits by service personnel, if these requirements
were described in the relevant Order for the Egenera Customer. At the time
Egenera places an Order with Unisys, Egenera will notify Unisys about any
Egenera Customer which seeks to impose unusual requirements on service
personnel, such as
7
<PAGE>
security clearance, background checks, fingerprinting, or drug testing,
and Egenera acknowledges Unisys will only be obligated to comply with
those unusual requirements expressly accepted by Unisys under the relevant
Order. In addition, in the case of any Egenera Customer for which Unisys
also provides other services directly, Unisys will comply with the same or
substantially similar security and related special requirements of the
customer in performing Service at the Egenera Customer as it complies with
in providing other services to the customer directly.
7. COMPANY TRAINING, TRAINING EQUIPMENT, DOCUMENTATION AND SUPPORT
7.1 Training. At no charge to Unisys and its Local Providers, and at Unisys
option, Egenera will provide Unisys with the training described in EXHIBIT
A-7 to this Agreement for all of the Products listed in EXHIBIT A and any
updates to Products. If Egenera and Unisys decide to include additional
Egenera products by amending EXHIBIT A, Egenera agrees to provide, at no
charge to Unisys, the amount and type of training and Documentation as is
reasonably necessary to allow Unisys to perform the Services for the new
Products under this Agreement. The training will be consistent with the
type of training described herein. The details of this training will be
mutually determined by the parties and included in EXHIBIT A-7. Unisys
shall ensure that its personnel are adequately trained and skilled to
provide the Services. All training and related Documentation shall be in
the English language. Egenera shall determine the location, manner and
content of all training. Unisys shall be responsible for the travel,
lodging and living expenses of its employees attending such training
provided the training is conducted in the country where the Services will
be performed.
7.2 Training Equipment. Egenera agrees to provide at no charge all Egenera
equipment and products it reasonably deems necessary to provide Training.
Except as otherwise provided in this Section 7.3, Egenera will provide the
parts required for the maintenance of such equipment and products in
accordance with Section 9 of this Agreement at Egenera's sole cost and
expense.
7.3 Documentation. Egenera shall provide adequate copies of all Documentation
to Unisys. Unisys shall have the right to use, distribute, and make copies
of Documentation sufficient for the sole purpose of providing Services
under this Agreement and in connection with the training described in
Section 7 and EXHIBIT A-7. Unisys shall reproduce in all copies of such
Documentation any copyright and trademark notices that appear in the
original. Such Documentation is hereby deemed the Confidential Information
of Egenera and shall be treated as such by Unisys, its employees and its
Local Providers in accordance with the terms and conditions of the
Confidentiality provisions set forth in Section 13.
7.4 Technical Support by Egenera. Egenera will use its commercially reasonable
efforts to provide third level technical support in accordance with the
third level terms and conditions specified in EXHIBIT A by telephone for
all persons who are providing Services. This technical support will be
available twenty-four (24) hours a day, seven (7)
8
<PAGE>
days a week, by calling the applicable phone numbers in EXHIBIT G or the
Local Agreement. Egenera shall make every reasonable effort to respond to
these calls within [**] of receipt of the call, but in any event, no
longer than [**] after receipt of the call.
7.5 Special Tools. Egenera represents that it shall provide Unisys with any
special tools or test equipment required to perform the Services under
this Agreement. Unisys Service engineers will be able to perform the
Services herein using standard tools. Unisys shall have no obligation to
perform the Services at a location if the parties agree that special tools
are required and such special tools are not provided by Egenera promptly
in advance of the Service.
8. RESPONSE TIMES AND PROCEDURE
8.1 Call Response Procedure. Unisys and Egenera will work together to provide
Services to Egenera Maintenance Customers according to the response
procedure set forth in EXHIBIT A to this Agreement (the "Call Response
Procedure"). Unisys shall provide Services related Level 1 and Level 2
support to the designated Egenera Customers and Egenera shall provide
Unisys with Service related Level 3 support to Unisys in accordance with
the Level 3 provisions set forth in EXHIBIT A.
8.2 Response Time Objective. Unisys shall make commercially reasonable efforts
to provide the applicable Services to the designated Egenera Customer's
specified Products within the applicable SLA and Response Times set forth
in EXHIBIT A-1, A-2, A-3, and A-4 under the headings "Standard Warranty",
"Installation", "Enterprise", and "Enterprise NBH", or as modified in the
applicable Local Agreement. This Response Time Objective excludes any
country that performs fewer than ten (10) service calls during the
quarter.
8.3 Escalation Procedure. The Egenera Program Manager may notify the Unisys
Program Manager in writing based on a claim that Unisys has failed to meet
the Response Time Objective, and stating the basis for the claim. The
Unisys Program Manager shall contact the Field Service Location which has
allegedly failed to meet the Response Time Objective to investigate the
claim, and within five (5) business days of Egenera's original contact
with the Unisys Program Manager, Unisys shall explain the reported failure
or propose and proceed to implement a solution to the problem that caused
the failure.
9. CONSIGNED PARTS LOGISTICS SERVICES.
9.1 Unisys Parts Distribution and Logistics Support. Unisys shall manage
Egenera's parts and provide parts distribution and logistics support as
further defined in EXHIBIT A. Unisys will use its then-current logistics
network structure and established processes and procedures in geographic
locations where Unisys or its Local Providers agree to provide logistics
services. Unisys will receive, dispatch, and return Parts for support of
Egenera maintenance Customers using Unisys standard system applications.
9
<PAGE>
9.2 Distribution Network Support Structure and Services.
9.2.1 Order Fulfillment: According to Unisys then-current logistics
sourcing procedures, Unisys shall use its distribution network to
deliver Parts to the required location. If no inventory is available
in the Unisys network, Unisys will refer the order to Egenera for
fulfillment.
9.2.2 Title To Parts: Title to Parts shall remain solely with Egenera
9.3 Distribution Support Systems and Report(s).
9.3.1 Report(s): Unisys will create a system-generated report in its
then-current format which it will make available to Egenera on the
Worldwide Web via a Unisys "Support Online" USER ID. Such reports
shall be updated daily unless otherwise agreed in writing. and shall
contain the information specified in EXHIBIT A.
10. ENGINEERING CHANGES
10.1 Egenera may request Unisys to install engineering changes, feature
changes, or safety changes recommended by the Egenera or manufacturer as
applicable, by submitting a written request to the Unisys Program Manager.
Egenera shall pay Unisys for this service at the Unisys then current
Demand Service Rates or other rates as may be mutually agreed to by Unisys
and the Egenera in writing. Egenera will supply to the End User location,
at no cost to Unisys, all assemblies, parts, components or other
materials, including instruction packages necessary for such changes.
11. SERVICE REPORTING
11.1 In accordance with its standard retention policy, Unisys shall maintain
current records of (i) Egenera Customers, (ii) Service calls in process,
and (iii) records of Service activity under this Agreement, on an archive
basis, using its standard web based systems. Unisys will provide Egenera
with web access to this information.
12. FEES, PAYMENTS AND PAYMENT TERMS
12.1 Unisys shall invoice Company in the then current currency customarily used
by Unisys in the country of supply, which may include local currency or
another country's currency, such as the U.S. dollar. If the currency for
the invoice is different than the currency in which the service was
initially priced under the Agreement, Unisys will use the applicable
exchange rate in effect at the time that the service is invoiced. All fees
shall be due and payable by Company net thirty (30) days from the date of
the Unisys invoice. COMMENCING FORTY-FIVE (45) DAYS AFTER THE INVOICE
DATE, Unisys may impose a late payment charge equal to the lesser of:
1-1/2% per month, or the maximum rate allowed by law IF ALL OR PART OF THE
INVOICE HAS NOT BEEN PAID.
10
<PAGE>
12.2 Recurring Services.
Unisys will bill Egenera quarterly, semi-annually or annually as specified
in the accepted Order for the specific engagement. Travel time is included
in the recurring quarterly, semi-annual and annual Service rates within
the distances from the Primary Services Cities as indicated in EXHIBIT
A-13. For the recurring Services for the Level 1 and 2 supports Unisys
provides hereunder in accordance with the pricing attached hereto in
EXHIBIT B.
12.3 Non-Recurring Services.
Unisys will bill Egenera monthly in arrears for the non-recurring Services
as set forth in EXHIBIT B.
12.4 Out of Scope Charges.
Unisys will Invoice Egenera for any additional charges when incurred.
Additional charges may apply to: (1) services requests by Egenera, whether
recurring or non-recurring services, for services outside contracted hours
or beyond normal coverage as specified above in Section 12.2 and 12.3.
Unisys will notify Egenera if it accepts or declines the request for
additional services and if additional charges apply and obtain Egenera's
written acceptance of such charges before Unisys performs the requested
service, provided, however, if Unisys is unable to make contact with
Egenera's applicable Service Manager to obtain his acceptance after one
attempt, Unisys shall perform, as needed, up to four (4) hours of
additional service and upon completion, shall promptly notify Egenera of
the additional charges and the reasons therefore. Charges for the
additional services shall be at the agreed upon rate or if not agreed, at
Unisys then current Demand Services Rates. Time charges will include any
additional travel time to and from the Egenera Customer site necessitated
by the out of scope Services rendered plus actual time spent at the
Egenera Customer site and all related reasonable travel expenses, unless
otherwise agreed to in the writing by the parties.
12.5 Adjustments To Charges.
Charges depend upon the written information furnished prior to the
commencement of this Agreement by Egenera to Unisys and any reasonable
assumptions included in this Agreement and related Exhibits, including,
without limitation the EXHIBITS A-F, that Unisys makes based on such
information. Egenera represents to Unisys that, to the best of its
ability, this information, particularly as it relates to configurations,
and call volumes, is, in all material respects, is substantially accurate,
complete, and contains no material omissions. If such information provided
by Egenera is materially and substantially inaccurate, incomplete or
omitted you agree that Unisys may, request a change to such charges. If
the parties are unable to agree on an adjustment to such charges within
thirty day after such request, then Unisys may terminate this Agreement
upon thirty days notice without liability to Egenera and Egenera shall pay
for all work performed up to the effective date of such termination.
Egenera may request reductions
11
<PAGE>
in future recurring maintenance charges for the additional systems in
cities where there are four (4) or more Egenera Bladeframe systems being
supported by Unisys under this Agreement.
12.6 Consolidation of invoices.
12.6.1 As an optional service, upon mutual agreement of Company's US
entity and Unisys Corporation, and in accordance with Unisys then
current charges for such service, Unisys Corporation will collect
invoices prepared by Local Providers ("Local Invoices") according to
the agreed upon invoicing schedule. Using the Exchange Rate, Unisys
Corporation will: (i) convert the charges in the Local Invoices into
US currency; (ii) summarize these converted charges into a
consolidated invoice summary; and; (iii) submit the consolidated
invoice summary to the Company's US entity, along with copies of the
Local Invoices. The Company US entity will pay Unisys Corporation
according to the consolidated invoice summary and, upon receipt of
the payment(s), Unisys Corporation will disperse the payment(s) to
the Local Provider(s) according to the consolidated invoice summary.
The charges in the consolidated invoice summary, including fixed
periodic charges, may change from billing period to billing period
based upon changes in the applicable Exchange Rate.
12.6.2 The "Base Currency Exchange Rate" for any currency used to price
Products or Services, or both, under this Agreement is the
applicable Exchange Rate initially as of the Effective Date of this
Agreement. During the term of this Agreement, if a Base Currency
Exchange Rate changes by more than 5% (plus or minus) either Company
or Unisys may request and receive an adjustment in the affected
prices. Prices will be adjusted by applying the Exchange Rate
reasonably established by Unisys Treasury, effective on the date of
the receipt of the request for an adjustment, to all charges
beginning the next calendar month. The Exchange Rate used for this
pricing adjustment shall then become the Base Currency Exchange Rate
for future price adjustments until superseded by another rate
according to this provision.
12.7 Taxes. The charges for Services do not include any national, federal,
state, county, or local, sales, use, value added, stamp, or other similar
taxes, or customs, duties or landing fees, whether characterized as a fee,
duty, levy, tax or some other description, whether United States or
foreign, however designated, whether levied on Egenera or Unisys based on
price, charges, items, services, use, or this Agreement. Egenera will pay
any of these items Unisys becomes obligated to pay by virtue of this
Agreement, exclusive of franchise taxes and taxes based on the gross or
net income of Unisys.
12.8 Minimum Annual Charges. During the first [**] months of the Agreement,
Egenera agrees to a [**] ($[**]) US dollar minimum service revenue
commitment to Unisys. If the actual charges paid by Egenera to Unisys
(including its Local Providers) during that period are less than the
minimum revenue commitment for that period, Unisys shall invoice Egenera
for the difference between the minimum service revenue commitment
12
<PAGE>
and the service revenue actually paid by Egenera to Unisys under this
Agreement during such initial [**] month period ("Revenue Commitment
Balance"). Egenera agrees to pay the invoice amount for the Revenue
Commitment Balance to Unisys within thirty (30) days of the invoice date.
The paid Revenue Commitment Balance will be applied as credit for new
services, for the remaining term of this Agreement.
12.9 Access to Facilities/Records/Audits. During the term of this Agreement and
for one (1) year after this term, Unisys shall maintain complete,
accurate, legible and readily accessible inventory and other records
relating to the Services for Covered products and inventory of Parts
according to Unisys customary procedures. For this period, Egenera shall
have the right, at its own expense and under conditions of time and place
(including reasonable advance notice to Unisys and approval from Unisys,
which shall not be unreasonably withheld or delayed) and compliance with
Unisys safety, security, and confidentiality procedures, to (i) retain an
independent auditor acceptable to Unisys to audit copies of Unisys records
and documentation at a Unisys facility as may be reasonably necessary to
determine the accuracy of the charges to Egenera. If, as a result of any
audit, Unisys has mischarged Egenera, Egenera shall notify Provider of the
amount of the mischarge and, if an overcharge, Unisys shall promptly pay
Egenera the amount of the overcharge and, if an undercharge, Egenera shall
promptly pay to Unisys the amount of the undercharge; and, (ii) examine
any Unisys location at which Parts are kept or from which Services are
dispatched to Egenera Maintenance Customers, to verify Unisys compliance
with the terms of this Agreement concerning the storage and dispatch of
the Parts Egenera shall use such information only to verify and enforce
Unisys compliance with the terms of this Agreement, to comply with any
governmental reporting requirement or for such other purposes as required
by law. If an overcharge is in excess of ten percent, Unisys shall
reimburse Egenera its cost of conducting the audit.
13. CONFIDENTIAL INFORMATION
13.1 Confidentiality.
Each party agrees that all written information communicated to it by the
other and marked as "confidential" or "proprietary" or in a manner that
gives notice of its proprietary nature (collectively referred to as
"Confidential Information") shall be used only for the purposes of this
Agreement, and that no Confidential Information of the other party shall
be disclosed to third parties by the recipient, its employees, and other
agents without the prior written consent of the other party. Each party
agrees to use the same measures it uses for its own information of a
similar nature, but in no event less than reasonable precautions to
prevent the disclosure to third parties of Confidential Information of the
other party, including the precautions described in this Agreement. A
party shall have no obligations for information that is (i) already known
by or available to the party or a related entity at the time of
disclosure; (ii) independently generated by the party or a related entity
and not derived from the Confidential Information of the other party,
(iii) generally known or available publicly, or which may later become
generally known or available publicly, except where such knowledge or
availability is the result of an unauthorized disclosure by the party,
(iv) disclosed by a third party to the recipient or
13
<PAGE>
a related entity without notice that the disclosure is unlawful, (v) made
available by the other party to a third party without similar
restrictions; or (vi) required to be disclosed by the party or a related
entity according to applicable law, regulation, court order, or other
legal process provided the recipient first gives the other party written
notice of the intended disclosure so the other party may seek protection
of the information by any lawful means. Any obligation of confidentiality
shall cease four (4) years after the return of such Confidential
Information to the disclosing party by the receiving party or four (4)
years after the termination of this Agreement, whichever is later, except
for software and related Documentation of the other party, which shall
remain subject to the obligations in this Section until one of the events
specified above in of Sections (i) - (vi) occurs. If Confidential
Information is disclosed in other than tangible form, the disclosing party
will provide a written description of that Confidential Information to the
recipient within twenty (20) days of its disclosure. Failure to identify
and mark information will not prevent information from being Confidential
Information if a reasonably prudent business person in the place of the
receiving party knew or should have known that the information was
confidential. Confidential Information of Egenera Customers shall be
treated in accordance with the terms and conditions of this Section.
13.2 Unisys and Egenera Intellectual Property.
Any ideas, concepts, know-how, data processing techniques, Software, Parts
documentation, diagrams, schematics or blueprints developed solely by
Unisys or Egenera personnel and derivative works thereof in connection
with Services will be the exclusive property of the party that developed
it. Any such intellectual property that is developed jointly shall be
owned by each party without any obligation to account to the other party.
The owner of all pre-existing intellectual property shall remain the
exclusive owner of such property. All such property shall be treated as
Confidential Information hereunder and, except as otherwise permitted
herein, shall not be copied, and in the case of Software, shall not be
disassembled, reverse engineered, decompiled or shall any attempts be made
to obtain the source code thereof, by the other party.
13.3 Unisys Support Materials/Logistics Planning Systems.
Egenera acknowledges that Unisys support materials, including diagnostic
software and tools, logistics planning systems and pricing are
Confidential Information of Unisys under Section 13.1 and only Unisys
service personnel may use these materials. Unisys may remove support
materials from Egenera's Premises at any time. This provision applies
although Unisys price lists, catalogs, invoices, or contracts may list
these materials.
13.4 Egenera Customer Confidential Information.
Unisys acknowledges that its service personnel may have access to or
receive information that is confidential to Egenera Customers while
providing Services at sites where Covered Product is located. Unisys will
use reasonable means, not less than those means
14
<PAGE>
used to protect its customers' information under Unisys standard service
delivery, to protect information that is marked as, or known to be
confidential to Egenera Customers.
13.5 Information to Employees Agents, Subcontractors, and Other Third Parties.
Egenera and Unisys will inform their respective employees of the
obligations under this Section, shall disclose the Confidential
Information of the other only to those employees, agents, subcontractors,
Local Providers and contractors who have a need to know such Confidential
Information for the purposes of the Services and, provided such employees,
agents, Local Providers, subcontractors and contractors are bound by a
written Nondisclosure agreement containing provisions substantially
equivalent to those in Section 13 hereof, and require them to meet these
obligations, including taking appropriate legal action if necessary.
13.6 Survival.
This Section will survive termination or cancellation of this Agreement.
14. PUBLIC DISCLOSURE
The terms and conditions of this Agreement shall be treated as
confidential and shall not be revealed by either party outside their
respective organizations without first obtaining the written consent of
the other party except that either party may disclose (a) the existence of
this Agreement and the nature of the Services and (b) any information
related to this Agreement as may be required by law or to preserve or
pursue any legal or contractual right. If a disclosure of the terms and
conditions is required to comply with law, the disclosing party will
timely notify the other party in writing before the disclosure so the
other party may seek to obtain a protective order from the government or
court for such information.
15. ADVERTISING AND USE OF TRADEMARK
15.1 Provided that pricing, terms and conditions are not disclosed, Egenera and
Unisys may each (i) communicate to third parties that Unisys is an
authorized service provider subcontractor for Egenera and (ii) describe to
third parties the Services. However, neither party shall communicate such
information to the general public by means such as public broadcast,
printed brochures, media advertisements, and other such communications
without the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed.
15.2 Neither party may use the other party's trademarks, trade names, service
marks or logos without the express prior written consent of that party
and, except as provided in this Agreement or as reasonably necessary for
Unisys to provide the Services, nothing contained in this Agreement is
intended to, or shall be construed to grant to either party any license or
right regarding the other party's trademarks, trade names, service marks,
or logos.
15
<PAGE>
16. INSURANCE
Egenera and Unisys will maintain comprehensive general liability insurance
in a reasonable amount for the conduct of their respective business under
this Agreement.
17. WARRANTY
17.1 Unisys Warranty. Unisys warrants that it will provide the designated
Egenera Customers with the Services and Level 1 and Level 2 support in
accordance with the terms hereof with reasonably skilled and appropriately
trained personnel and in a workmanlike manner. Unisys is not responsible
for any failures caused by (1) misuse, accident, unsuitable environment or
unauthorized modification of a Product for which Unisys is not
responsible, or (2) operation outside of manufacturer's specifications.
Unisys does not warrant uninterrupted or error-free operation.
17.2 Egenera Warranty. Egenera warrants its Products shall comply with all
applicable regulatory and safety standards. In all material respects.
Egenera warrants its Documentation shall be accurate in all material
respects, and that Egenera shall provide Level 3 support in accordance
with the terms hereof with reasonably skilled and appropriately trained
personnel and in a workmanlike manner. Egenera is not responsible for any
failures soley caused by (1) Unisys misuse, accident, unsuitable
environment or unauthorized modification of a Product, or (2) operation
outside of manufacturer's specifications. Egenera does not warrant
uninterrupted or error-free operation of its Products or services.
17.3 EXCEPT FOR THE WARRANTIES IN THIS AGREEMENT, UNISYS AND EGENERA DISCLAIM
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
18. LIMITATIONS ON LIABILITY
18.1 Damages.
UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY, ITS
SUPPLIERS OR ITS SUBCONTRACTORS, SHALL BE LIABLE TO THE OTHER PARTY FOR
DAMAGES IN ANY ACTION OR CLAIM, WHETHER THE DAMAGES ARE DIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL IN NATURE OR WHETHER SUCH CLAIM
ARISES IN CONTRACT, TORT OR OTHERWISE, IN EXCESS OF $500,000 US FOR ALL
CLAIMS IN THE AGGREGATE UNDER THIS AGREEMENT. THE LIMITATION IN THE
PREVIOUS SENTENCE SHALL NOT APPLY TO CLAIMS FOR ANY BREACH BY EGENERA OF
ITS PAYMENT OBLIGATIONS UNDER SECTION 12, OR ITS OBLIGATIONS UNDER SECTION
19.1 PATENT AND COPYRIGHT INFRINGEMENT OR BREACH BY EITHER PARTY OF THEIR
OBLIGATIONS UNDER SECTION 13, CONFIDENTIAL INFORMATION OR SECTION 19.2,
PERSONAL INJURY AND
16
<PAGE>
PROPERTY DAMAGE INDEMNIFICATION. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY FOR PUNITIVE DAMAGES OR LOSS OF OR DAMAGE TO DATA FROM ANY
CAUSE.
18.2 Exclusions.
EXCEPT FOR A BREACH OF IT OBLIGATIONS OF CONFIDENTIALITY, INDEMNIFICATION
OBLIGATIONS, AND AMOUNTS PAYABLE BY EGENERA UNDER THIS AGREEMENT, IN NO
EVENT SHALL EITHER PARTY, UNISYS, ITS SUPPLIERS, OR ITS SUBCONTRACTORS BE
LIABLE TO THE OTHER FOR (a) ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY
DAMAGES RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF SAVINGS, OR
LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES, WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (b) ANY LOSS OR
CLAIM RELATED TO COMPANY'S USE OF CONCLUSIONS OR RECOMMENDATIONS IN
REPORTS GIVEN TO COMPANY OR; (c) LOSS OF, OR DAMAGE TO DATA FROM ANY
CAUSE. (N.B. UNISYS DELETED 18.2 B AS IT IS ALREADY AGREED ABOVE THAT WE
ARE EXCLUDING ALL LIABILITY FOR CONSEQUENTIAL DAMAGES)
19. INDEMNIFICATION
19.1 PATENT AND COPYRIGHT INDEMNIFICATION.
Egenera, at its own expense, will defend and indemnify Unisys against
claims that Egenera's Products or any items furnished under this Agreement
to Unisys by or for Egenera (Egenera Materials) or the servicing or
installation of a Egenera Product according to Egenera's instructions
infringe or misappropriate a patent, copyright, or violate any other
intellectual property right protected under law in the Territory provided
Unisys (a) gives Egenera prompt written notice of the claim(s) and
suspected claims, (b) permits Egenera to defend or settle the claim(s),
and (c) provides all reasonable assistance to Egenera in defending or
settling the claim(s).
As to any claims covered above, Egenera may (a) obtain the right of
continued use of the Egenera Materials for Unisys or (b) replace or modify
the Egenera Materials to avoid the claim(s). If neither alternative is
available to Egenera on commercially reasonable terms, then, upon notice
from Egenera, Unisys will stop using these Egenera Materials. If, in
Unisys discretion, these Egenera Materials are reasonably required for the
Service, Unisys will be excused from its related duties under this
Agreement and Unisys may terminate the affected Services.
17
<PAGE>
Egenera will not defend or indemnify Unisys if any claim of infringement
or misappropriation results solely from Unisys unauthorized design or
alteration of Egenera Materials.
THESE SHALL BE EGENERA'S SOLE OBLIGATIONS AND LIABILITY FOR INFRINGEMENT
INDEMNIFICATION.
19.2 PERSONAL INJURY AND PROPERTY DAMAGE INDEMNIFICATION.
Each party shall defend, indemnify and hold the other party harmless
against claims for personal injury or tangible property damage to the
extent proximately caused by the negligence or willful misconduct of the
indemnifying party provided the indemnified party gives the indemnifying
party prompt written notice of such claim and control over the defense
and/or settlement of such claim.
20. TERMINATION AND CANCELLATION
20.1 Cancellation of Services to a Egenera Customer for Default. A party may
cancel the Services for a Egenera Customer under an Order if the other
party has materially breached any provision of this Agreement related to
this Service and has failed to cure the breach within thirty (30) days
after receipt of written notice describing the breach.
20.2 Cancellation of Agreement for Default. At its option and upon notice to
the other party, a party may cancel this Agreement in its entirety if the
other party has substantially breached this Agreement and has failed to
cure the breach within sixty (60) days after receipt of written notice
describing the breach.
20.3 Notwithstanding Sections 20.1 and 20.2 herein and without prejudice to any
other of its remedies, Unisys may suspend Service and cancel this
Agreement or any Order placed under it, for default, if, after receiving
written notice of default, Egenera fails to pay any overdue payment
(legitimately disputed amounts excepted) within ten (10) days after
receipt of said default notice.
20.4 Return of Training Equipment/Parts. Unisys shall return all Training
Equipment and Parts in Unisys possession and control, no longer than
thirty days (30) days after the expiration or termination of this
Agreement. Egenera shall pay all costs including transportation and
reasonable administrative costs in connection with the return of the
Equipment and Parts.
20.5 Return of Documentation. Each party shall ship to the other party, or if
requested, destroy all copies of the other's Confidential Information in
its possession and notify the other party in writing that it has done so,
within thirty (30) days after any expiration or termination of this
Agreement. This Section shall apply to Confidential Information in all
forms, partial or complete, in all types of media including computer media
(to the extent it is possible to do so as a practical matter), and whether
modified or merged into other materials.
18
<PAGE>
20.6 Termination for Failure to Adjust Prices. Upon written notice to the other
party, a party may terminate this Agreement if Company and Unisys do not
mutually agree upon a revised fee schedule according to Section 12.5 of
this Agreement.
20.7 Termination for Continued Excusable Delays. Upon written notice to the
other party, a party may terminate this Agreement if an excusable delay
condition hinders or prevents the performance of Services for a period of
at least sixty (60) consecutive days.
21. DISPUTE RESOLUTION
21.1 Disputes and Demands. Any claim or controversy related to or arising out
of this Agreement whether in contract or in tort ("Dispute"), will be
resolved on a confidential basis according to the following process, which
either party may start by delivering to the other party a written notice
describing the Dispute and the amount involved ("Demand").
21.2 Negotiation and Mediation. After receipt of a Demand, authorized
representatives at a Vice President level of the parties will meet at a
mutually agreed upon time and place to try to resolve the Dispute by
negotiation. If the Dispute remains unresolved after this meeting, either
party may start mandatory non-binding mediation under the Commercial
Mediation Rules of the American Arbitration Association (AAA).
21.3 Arbitration. If the Dispute remains unresolved 45 days after the receipt
of the Demand, the parties agree that the Dispute shall be resolved
through binding arbitration under the Commercial Arbitration Rules of the
AAA. The arbitration will be held within the United States in the State of
the principal place of business of the Defendant before one arbitrator;
however, before the selection of the arbitrator, a party (whose identity
will not be revealed to the arbitrators) may require, at its sole
additional expense, a three arbitrator panel. At least one arbitrator will
be an attorney. No statements by, or communications between, the parties
during negotiation or mediation, or both, under Section 21.2, above, will
be admissible for any purpose in arbitration. The arbitrator(s) will have
no authority to award punitive damages or any other monetary relief not
measured by the prevailing party's actual damages (adjustments for time
value of money permitted), and will not make any decision inconsistent
with the terms and conditions of this Agreement. Each party shall bear its
internal expenses and its attorney's fees and expenses.
21.4 Court. Nothing in this Section 21, will preclude a party's recourse to a
court of competent jurisdiction to (a) enforce the terms of, or an
arbitration award under, this Section; (b) seek temporary equitable relief
necessary to protect its interests; or (c) recover specific property,
including an action in replevin.
21.5 Time Limit. Neither arbitration under this Section nor any legal action,
regardless of its form, related to or arising out of this Agreement may be
brought more than 2 years after the cause of action first accrued, except
if a Demand is made within 45 days before the end of this 2 year period,
the parties shall have 60 additional days from the Demand to start
arbitration under this Agreement.
19
<PAGE>
22. OTHER PROVISIONS
22.1 Survival. Any provisions of this Agreement which by their nature or
explicit terms extend beyond the termination, expiration, or cancellation
of this Agreement will remain in effect until fulfilled, and will apply to
the successors and assigns of Egenera and Unisys.
22.2 Compliance with Laws. Both parties shall comply with all relevant local,
state, federal and other applicable laws, including without limitation,
the export control laws of the United States.
22.3 Modification/Waiver Remedies Cumulative. The terms and conditions of this
Agreement may be modified only by a writing signed by an officer of
Egenera and a Unisys Vice President, General Manager, or Contracts
Manager. The failure or delay of either Egenera or Unisys at any time or
times to require performance of any provision shall in no manner affect
its right at a later time to enforce the provision. Except as expressly
provided in this Agreement, no remedy referred to in this Agreement is
intended to be exclusive, but each shall be cumulative and in addition to
any other remedy referred to in this Agreement or otherwise available at
law, in equity or otherwise.
22.4 Assignment. Neither party shall assign any of its rights or obligations
under this Agreement (other than the right to receive payments), without
the prior written consent of the other party, except each party may assign
its rights or delegate its duties to a parent or subsidiary, or pursuant
to an internal reorganization, or any person or entity which shall acquire
or succeed to all or substantially all of the assets or stock of a party
provided further that any permitted assignment will not relieve the
original party from its obligations under this Agreement. Unisys may
subcontract any Services described in this Agreement provided Unisys
remains responsible for the performance of the Services. Egenera
acknowledges that Unisys may freely assign, in whole or in part, any order
for supply in countries or territories where Unisys conducts business
principally through distributors.
22.5 Third Party Beneficiary. This Agreement is not intended to benefit any
party except Egenera and Unisys. It is the parties' express intent that
this Agreement is not a third party beneficiary contract.
22.6 Non-Exclusive Agreement. Subject to Section 13, Confidential Information
and other applicable terms and conditions of this Agreement, neither party
shall be prohibited from providing, to any other person or entity,
hardware maintenance services that are like or similar to the Services or
from entering into similar agreements with other Service Providers.
22.7 Relationship of the Parties. The relationship between Egenera and Unisys
shall be that of independent contractors. Nothing contained in this
Agreement shall be construed to create a partnership, joint venture or
agency relationship, and, notwithstanding anything
20
<PAGE>
else in this Agreement, neither party shall have the right to incur any
obligation or liability on behalf of the other party.
22.8 Severability. Each provision of this Agreement is severable. If any
provision is declared invalid the rest of this Agreement will remain in
full force and effect.
22.9 Employees. In no event will each party's employees or agents be considered
employees or agents of the other. Each party assumes full responsibility
for the actions of its personnel under this Agreement and shall be solely
responsible for their supervision, daily direction and control, wage
rates, withholding income taxes, disability benefits, or the manner and
means through which the work under this Agreement will be accomplished.
22.10 Non-solicitation of Employees. During the term of this Agreement and for a
period of one (1) year after the term, Unisys Global Infrastructure
Services business unit or successor business unit and Egenera agree that
they will not directly or indirectly solicit the employee(s) or former
employees of the other party that were involved in the work under this
Agreement, or otherwise induce any such employee to leave the other
party's employment or cease providing services to the other party, as the
case may be, without the prior written consent of the other party. The
restrictions in this paragraph 23.10 shall not apply to any employee that
responds to a generally advertised position.
22.11 Applicable Law. As between Unisys Corporation and Egenera, the formation,
interpretation, and performance of this Agreement and any Service Start
Request ("SSR") between Unisys Corporation and Egenera will be governed by
the local law of the Commonwealth of Pennsylvania, USA. The formation,
interpretation, and performance of a Local Agreement or any SSR, shall be
determined as provided in the relevant Local Agreement or SSR. If the
relevant Local Agreement or SSR makes no provision of the choice of law,
unless otherwise agreed, the local law of the country where the supply of
services will be made shall apply. No action may be brought under this
Agreement more than two years after the cause of action first accrued.
22.12 Notices. Any notices or notifications required or permitted under this
Agreement shall be in writing and shall be sufficiently given if (i)
personally delivered, (ii) sent by courier or other express mail service,
proper postage prepaid, or (iii) sent by registered or certified mail,
return receipt requested, proper postage prepaid. Any such notice or
notification shall be addressed to the party entitled or required to
receive such notice or notification at the addresses specified above or at
such other address as either party may specify from time to time by
written notice in accordance herewith. Any notices or notifications given
under this provision shall be deemed to have been received as of the date
of actual receipt, or, if mailed or sent by courier, as of the earlier of
actual receipt or three (3) days after depositing in the mail or with the
courier service.
22.13 Excusable Delays. Neither party will be liable for failure to fulfill its
obligations when due to causes beyond its reasonable control.
21
<PAGE>
22.14 Captions. Captions used in this Agreement are solely for the convenience
of the parties and are not a part of this Agreement.
22.15 Order of Precedence. In case of a conflict between the terms and
conditions of the Master Service Agreement and Exhibit A, the Service
Solution Design Document, the provisions of the Master Services Agreement
shall take precedence, and in the case of the service description in
Exhibits A-1 through A-5 of the Service Solution Design Document, such
service descriptions shall take precedence over the Master Service
Agreement.
22.16 Change in Service City. Unisys shall make every reasonable effort,
pursuant to the notice provisions of Section 22.12, to give Egenera at
least sixty (60) days advance written notice of any change to a Unisys
Service City and/or operating hours of (including any discontinuance of)
any Field Service Location. In no event shall such change be effective
until thirty days after prior written notice is received by Egenera. If
Unisys changes or discontinues the Field Service Location and/or the
operating hours thereof during the term of the Agreement, Unisys shall
continue Service (despite the change of the Field Service Location and/or
operating hours thereof) according to the Agreement including the Response
Time Objective in effect for any Egenera Customer enrolled under the
Agreement as of the date of the change for so long as the Egenera Customer
continues to have enrolled hardware at the same location during the
then-current term of enrollment.
22.17 Entire Agreement. This Agreement, documents expressly incorporated by
reference in this Agreement, including, without limitation, all Exhibits
attached to it, and any Order, is the entire agreement and understanding
between the parties with respect to the subject matter and supersedes all
prior oral and written agreements and understandings relating to the
subject matter.
22.18 All Exhibits, including without limitation, Exhibits A-F are incorporated
herein and subject to the terms and conditions of the Master Service
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives as of the date first above
written.
AGREED AND ACCEPTED
UNISYS CORPORATION EGENERA, INC.
By: /s/ Everett A. Dyer By: /s/ Al Lanzetta
________________________ _______________________________
Name: Everett A. Dyer Name: Al Lanzetta
_____________________ _____________________________
Title: VP & GM GIS North America Title: Vice President
Egenera Enterprise Services
_____________________ _____________________________
22
<PAGE>
Date: 6/27/03 Date: June 24, 2003
__________________ _____________________
23
<PAGE>
EXHIBITS
Exhibit A: Service Solution Design Document
Exhibit B. Pricing
Exhibit C. Basis of Price
Exhibit D: Sample Local Agreement
Exhibit E: Unisys Supplier Guide
Exhibit F: Sample Parts Reconciliation Letter of Agreement
24
<PAGE>
EXHIBIT A: SERVICE SOLUTION DESIGN DOCUMENT
EXHIBIT A: SERVICE SOLUTION DESIGN DOCUMENT
The purpose of this Exhibit A is to establish the additional terms and
conditions under which Egenera agrees to provide Unisys with replacement spare
parts, training, Level 2 software support and Level 3 technical support
(collectively, "Egenera Maintenance Offerings") and Unisys agrees to use such
Maintenance Offerings to provide, as a subcontractor to Egenera, Level 1
hardware and software support and Level 2 hardware technical support and
installation services to designated Egenera maintenance Customers who are under
contract with Egenera to receive the Services defined in this Service Solution
Design Document. (Such Level 1 and Level 2 Hardware Support are sometimes
hereinafter referred to as Unisys' "Maintenance Services".) Egenera hereby
authorizes Unisys, in accordance with the terms of the Master Services Agreement
and this Exhibit, to use Egenera's Maintenance Offerings to maintain such
Customers' Products specified in writing by Egenera (hereinafter "Customers").
Any other use of the Egenera Maintenance Offerings is prohibited.
1. DEFINITIONS
"EGENERA HARDWARE" means the standard Egenera-labeled hardware offered for sale
by Egenera.
"EGENERA SOFTWARE" means the standard Egenera labeled software, in object code
form, including firmware and software embedded in the Egenera Hardware, and
certain related documentation (including CD-ROM duplicates), that Egenera
licenses to operate in combination with the Egenera Hardware.
"EGENERA PRODUCTS" means Egenera Hardware and Egenera Software.
"ENTERPRISE SERVICE" means the service described in EXHIBIT A-1 hereto, which
Unisys agrees to provide on the specified Products of a designated Customer.
"ENTERPRISE PPM SERVICE" means the service described in EXHIBIT A-2 hereto,
which Unisys agrees to provide on the specified Products of a designated
Customer.
"FRU" means "Field Replaceable Unit". It is an Egenera Hardware component
designed for replacement by Unisys. It requires technical expertise to replace.
This may include training, detailed work instructions and diagnostic and
mechanical tools "INSTALLATION SERVICES" means "Basic Set-Up" (setting up and
powering up the Egenera Hardware, and booting up the operating system of the
Egenera Hardware) as more fully described in EXHIBIT A-5 hereto, which Unisys
agrees to provide on the specified Products of a designated Customer.
"OPEN SOURCE MATERIALS" is a Third Party Software that is supplied under
open-source software license agreements, such as the GNU Public License,
including any modifications to such software made by Egenera.
25
<PAGE>
"PRODUCTS" means Egenera Hardware, Egenera Software and, unless differentiated,
Third Party Software set forth in EXHIBIT A-11, which may be amended upon the
written agreement of the parties from time to time.
"MOI" means Manufactured Own Inventory described in EXHIBIT A-5.
"SOFTWARE PRODUCT" means Egenera Software and, unless differentiated, Third
Party Software (Linux Open Source Software).
"STANDARD WARRANTY SERVICE" means the service described in EXHIBIT A-3 hereto,
which Unisys agrees to provide on Products on the specified Products of a
designated Customer that are still covered by Egenera's standard warranty.
"SEVERITY LEVEL 1" means a service event where there has been a total Egenera
system failure (e.g. system crashes or locks up.)
"SEVERITY LEVEL 2" means a service event where a major function of the Egenera
system is critical and not working.
"SEVERITY LEVEL 3" means a service event where there is a "bug" within the
functional component of the Egenera system, but there is a workaround solution.
"SEVERITY LEVEL 4" means a service event where there is a minor error in the
Egenera system or the system's improper operation is causing inconvenience to
the Customer, such as documentation errors.
"SEVERITY LEVEL 5" means an Egenera Hardware or Egenera Software enhancement
request by the Customer.
"MAINTENANCE UPDATES" consist of generally released bug fixes, patches,
maintenance releases, updates and related documentation that Egenera, as a
component of LEVEL 3 SUPPORT, provided on the Egenera CRM system or distributed
by normal overnight courier to those designated Customers to whom Egenera is
under contract to provide Standard Warranty Service, Software Subscription
Service, Enterprise PPM Service or Enterprise Service. Maintenance Updates may
not include patches, fixes, updates or upgrades to Third-Party Software. Each
new Maintenance Update is identified by the first numeral to the right of the
decimal point, with the newer Maintenance Update having the larger numeral (e.g.
Maintenance Update 2.5.2 is newer than 2.5.1). Such Maintenance Updates are
licensed by Egenera only in accordance with the terms and conditions of the
SOFTWARE LICENSE set forth in EXHIBIT A-10 hereto.
"SOFTWARE UPGRADES" consist of either (1) a generally available "Major Release",
which is intended to provide significant functionality enhancements as well as
incorporate cumulative bug fixes and patches since the most recent release of
the Egenera Software or (2) a generally available "Minor Release", which is
intended to provide incremental functionality enhancements as well as
incorporate cumulative bug fixes and patches since the most recent release of
the Egenera Software. Egenera will only distribute the Software Upgrades to
those Customers with which Egenera has a one-year service contract to provide
Software Subscription Service,
26
<PAGE>
Enterprise PPM Service, or Enterprise Service. Such Software Upgrades are
licensed by Egenera only in accordance with the terms and conditions of the
SOFTWARE LICENSE set forth in EXHIBIT A-10.
"TAC" means a Technical Assistance Center.
"THIRD PARTY SOFTWARE" means software provided by Egenera that is labeled with
another company's name and is not owned by Egenera. Linux Open Source Software
is an example of Third Party Software.
"PPM" means Principal Period of Maintenance for nine contiguous hours between
the hours of 7:00 AM to 6:00 PM at the End User location where Unisys has agreed
to provide services under this Agreement or a Local agreement, Monday through
Friday, excluding the following holidays: New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day in the US and
locally recognized holidays in the Local Provider's territory.
2. UNISYS RESPONSIBILITIES
2.1 Unisys shall act as the direct contact point and interface with
designated Customers for all Product-related Maintenance Services,
including, but not limited to, responding to error correction
requests. For each Customer service incident, Unisys will generate a
Call Management System (CMS) ticket on its own CMS system and enter
in all of the details of the Product related problem and attach logs
that are necessary to debug the problem. Assistance provided by
Egenera shall be in accordance with ARTICLE 3 hereof and may only be
requested by Unisys' TAC except in Asia where the Unisys TAC will
not be engaged.
2.2 The on-site and remote LEVEL 1 and LEVEL 2 SUPPORT Unisys shall
provide to each designated Customer as part of its Maintenance
Services shall consist of the following:
2.2.1 Unisys must diagnose a Product problem to the failing FRU and
in accordance with the Manufactured Own Inventory (MOI)
process described in EXHIBIT A-5, return the failed FRU to
Egenera. Egenera will provide Unisys with a corresponding
replacement FRU, as applicable, in accordance with SECTION 4
below and the MOI process described in EXHIBIT A-5.
2.2.2 Unisys must provide all on-site services the designated
Customer requires as defined in this SOW on the specified
Products, including, but not limited to, the installation of
all Products, exchange or replacement of malfunctioning
Product parts or components, and the furnishing and
installation of all Egenera-supplied Field change orders
(FCO's will be separately priced). Egenera will pay Unisys on
a time and materials basis for non-remedial Field Change order
replacements requested by Egenera.
27
<PAGE>
In such cases, Egenera shall provide Unisys the necessary
instructions and materials at Egenera's expense.
2.2.3 THE LEVEL 1 and LEVEL 2 Support to be provided by Unisys at
the designated Customers sites on the specified Products and
from its Technical Assistance Center shall also consist of the
following:
LEVEL 1 SUPPORT: Unisys shall:
- Customer call home email will be monitored by Egenera Technical
Services and forwarded to Unisys via Support On line or an 800
number in the U.S. or a local telephone number outside the U.S.
- receive all Services related calls from the Customers via Support On
Line or an 800 number in the US or a local telephone number outside
the US,
- log all calls from the Customers into the Unisys Call Management
System (CMS) and provide therein a full description of the Product
related problem and the actions taken to resolve it,
- verify the entitlement and complete the necessary procedures for
time and material invoicing when necessary, and
- answer configuration questions, most of which would fall into the
following categories:
- Site Survey related questions - power, cabling and the like
- Bladeframe Architecture questions
- PanMgr Configuration Questions
- RedHat Linux related configuration questions-operational help
and known problem fixes as indicated in Egenera's knowledge
base accessed via the Web or Red Hat's web site
- TCP/IP Networking related questions
- If it is an installation/on-site request from the Customer,
dispatch qualified Unisys personnel
- If it is a hardware Product issue (dead cblade, pblade,
sblade), Unisys must troubleshoot the problem, and dispatch
appropriate part/personnel.
- Request the Customer to run "save_state.sh" and ftp the logs
- Identify feature Enhancement requests from its Customers and
funnel them to Egenera Corporate via CMS.
28
<PAGE>
LEVEL 2 HARDWARE SUPPORT:
- The Unisys TAC (CSC) in both the US and Europe will support the on
site technicians if they are unable to resolve hardware related
problems. The CSC may on specific calls need remote connection to an
Egenera Services server to support customer problem resolution.
Egenera will make such access available when requested by the Unisys
CSC. In the event Egenera is unable to provide such access at the
requested time, the call shall be transferred to Egenera. Where
access has been provided to the CSC and appropriate resolution to
the call cannot be reached, the CSC will escalate the problem to
Egenera in accordance with Section 3.1 herein.
2.2.4 RESPONSE TIMES OF LEVEL 1 and LEVEL 2 HARDWARE SUPPORT: Unisys
shall respond to LEVEL 1 and LEVEL 2 related Product problems
within the response time requirements specified in EXHIBITS
A-1, A-2 AND A-3, as applicable.
2.3 Unisys must designate one primary and two secondary TAC technical support
personnel to act as the direct contact and interface with Egenera on
Unisys Maintenance Service issues.
2.4 At the beginning of each week, Unisys shall provide EGENERA'S VICE
PRESIDENT OF GLOBAL SERVICES with legible copies of Unisys's service call
activity reports from the previous week. The data will be extracted from
the Unisys CMS system and include the following:
- Diagnosis and the fix
- Initial Contact Response time
- On-site Response time
- Parts used
- Percentage of calls phone fixed vs. On-site visit
2.5 Before requesting Maintenance Service related assistance from Egenera,
Unisys must first:
2.5.1 ensure that all applicable Hardware Product diagnostic routines have
been executed and verify the existence of the error;
2.5.2 ascertain and document the conditions under which a Software Product
problem may be duplicated;
2.5.3 identify and specify in writing the processes required to duplicate
a reported Product problem;
29
<PAGE>
2.5.4 if using its own system, call Egenera when the calls are being
escalated to Egenera Engineers. Unisys shall handle all Level 1, and
all Level 2 Hardware service calls. In order to receive Level 3
Support from Egenera, Unisys must escalate the applicable unresolved
service call to Egenera and contacting Egenera's TAC by calling the
appropriate telephone number specified in Egenera's then-current
escalation procedures, a current copy of which is attached as
Exhibit A-9. Unisys will also enter the call via the Web into the
Egenera CMS.
3. EGENERA RESPONSIBILITIES AND TECHNICAL SUPPORT SERVICES
3.1 Egenera will use its reasonable efforts in the form of Level 2
Software support and LEVEL 3 SUPPORT to assist Unisys in the
resolution or verification of Egenera Product problems reported by
Unisys at a designated Customer site. Such support shall be
available to Unisys, via telephone, formatted E-mail or fax, during
Unisys's selected, local time coverage hours. In order to receive
Level 2 Software Support and LEVEL 3 SUPPORT, Unisys must first
escalate an unresolved Product problem to Egenera and contact
Egenera's TAC by calling the Egenera designated telephone number.
The LEVEL 2 AND 3 SUPPORT assistance Egenera shall provide Unisys
shall consist of the following:
LEVEL 2 SOFTWARE SUPPORT:
- analyze save state outputs
- conduct Crash dump analysis
- debug Storage related interoperability issues
- debug Application related interoperability issues
LEVEL 3 SUPPORT:
- Egenera shall create a Bug Track ticket and escalate the call
to Egenera Engineering.
- If requested, Egenera shall provide reasonable assistance to
Unisys in its efforts to resolve Product problems that
Unisys's TAC did not resolve.
- Egenera shall escalate save_state relate issues seeking
clarity and feedback to help diagnose problems.
- If deemed necessary by Egenera, at Unisys's request, Egenera
shall make an Egenera Technical Service Engineer ("TSE")
available to assist Unisys at the Customer's site at no charge
to Unisys.
- Egenera shall provide Unisys with Maintenance Updates. Egenera
is responsible to distribute these updates to Unisys and the
end user.
30
<PAGE>
- Egenera's Maintenance Offerings and related services hereunder
apply only to and only cover Egenera's then-current Major
release of the Egenera Software and the immediately preceding
Major release. Egenera is responsible to distribute Software
Upgrades to Unisys and the end user.
3.2 THIRD PARTY SOFTWARE PROBLEMS: Unless Unisys has a technical service
relationship with Red Hat, Inc., Unisys should report unresolved Red
Hat, Inc. Third Party Software related Product problems to Egenera
rather than to Red Hat, Inc.
3.3 For a minimum of thirty (30) days from the date Unisys Services are
initiated in a specific geographic area and at no additional charge,
Egenera will make a Technical Support Engineer available to assist
with:
- Site Surveys
- Installations
- LEVEL 1 and LEVEL 2 Technical Support to SP and the Customer
- Customer on-site service calls if required and requested by
Unisys
3.4 Egenera shall provide a training instructor to deliver the Egenera
BladeFrame System Administration, Blade Frame Troubleshooting and
Blade Frame Installation courses to Unisys at Unisys's site in the
country where the Services are to be performed. The course will last
approximately 5 days. Such training shall coincide with the
Egenera's first shipment of applicable Product within a territory
covered by the Master Agreement. Any course updates, which will
require additional Unisys training, will be at Egenera's expense.
This additional training will be either instructor led or via CBT
per mutual agreement.
3.5 At a mutually agreeable time, Egenera shall also provide training at
Unisys's site on how to conduct business in the following areas:
- MOI procedures (Unisys will train Egenera on this process)
- Escalation procedures
- Parts ordering procedures
- CMS, Automated Call Distribution ("ACD") & other tools
- Placing a call to Egenera Technical support center
- Physical BladeFrame(TM) installation
- BladeFrame(TM) troubleshooting
- New Product introduction
3.6 Egenera reserves the right to determine the date, time, method and
content of all training provided hereunder. All training shall be
conducted in the English
31
<PAGE>
language. All Unisys personnel receiving training shall be fluent in
the English language. Unisys agrees to secure any labor permit or
other authorization required for Egenera's personnel to provide any
training or maintenance/support assistance it may provide Unisys in
the Territory.
4. EGENERA'S SPARE PART REPLACEMENT PROCESS
Egenera agrees to provide Unisys with spare parts (FRUs) for the Products in
accordance with the Master Services Agreement, EXHIBIT A-5 hereto, and the
following:
4.1 BladeFrame hardware Product components are identified as FRUs. FRUs
(Field Replaceable Units) require a Unisys Technical Service
Engineer to replace. If the failing part is a FRU, the Unisys
Technical Service Engineer will perform the replacement.
4.2 All Egenera manufactured parts handled by Unisys will remain the
property of Egenera.
4.3 Unisys is responsible for returning all defective FRU parts to
Egenera's in country freight forwarder. Unisys will return the part
to the carrier within [**] after Customer's receipt of the
replacement spare part. The replacement spare part packaging must be
utilized to return the replaced part. Outside the US, Unisys will
return all replacement parts to the in country Master Distribution
Center (MDC) for categorization according to the standard Unisys
processes. This will determine whether the replacement part is
unused and should be put back to stock, or whether the replacement
part is defective and should be returned to Egenera's in country
freight forwarder. Egenera will be the importer of record for
returning the Part to the US. Egenera is responsible for all local
taxes and duties relating to imports into the U.S.
32
<PAGE>
5. CALL FLOW
33
<PAGE>
[FLOW CHART]
34
<PAGE>
This call flow depicts the events relative to warranty and post warranty
services delivered by Unisys on behalf of Egenera to their End Users.
For Services under this Agreement, Egenera will contract directly with their End
Users, by enrolling Covered Equipment under a Egenera maintenance plan, in
accordance with this SOW.
Unisys shall take first call from Egenera End Users, entitle the caller based on
accepted orders under this Agreement and determine if the problem is in the
server. If the problem is not server related, Unisys will transfer the service
call to Egenera.
The Egenera end user will place the service call with Unisys utilizing one of
the following means:
1) The Unisys web based call entry tool (Support On Line). Each of
Egenera's end users will be set up with their own Support On Line
sub-account access by Egenera in order to place service calls and
view their open calls and call history. Egenera will train their end
users in the use of Support On Line.
2) An 800# telephone facility in the US or a local telephone number
outside the US. When Support On Line is not available, the end user
will call the Call Reception Center (CRC) to place their service
requests. Voice calls will be directed to the appropriate Unisys
CRC.
In the US, the CRC will capture information about the End User and the reported
problem and will open a service request to the Unisys CSC (Support on Line will
automatically route the call to the CSC). The CSC may contact the End User
directly to investigate the problem and to determine what resolution is required
to resolve the reported symptom. If the CSC is required and is able to resolve
the problem over the telephone (generally a software reconfiguration problem or
known fix), they will close the ticket in their call management system. If the
problem is hardware related and a part is required, the CSC will diagnose to the
FRU level and contact the CRC to re-route the call to the Action Center. The CRC
will update the call in SRMS with the recommended part and route to the Action
Center. If the CSC or the Action Center requires assistance in diagnosing a
problem on site they will request having the call routed to the field as "Labor
only". This will be stated in the call notes and a CSR dispatched on site
accordingly.
The UK CRC will route the call to the Action Center and not involve the CSC if
the end user qualifies the call as hardware. If the end user does not know the
cause of the problem, the call will default to the CSC.
When the call is rerouted to the Action Center, it will either recommend a
specific part be ordered or state "Labor only". If a part is requested, the
Action Center will order the needed part(s) to be shipped directly to the end
user location or the CSR. In all cases, the Action Center will dispatch the call
to the appropriate Unisys field service unit. The Action Center will then update
the call with call status and the Global Logistics System (GLS) will update the
call with parts shipping information. SRMS will dispatch a Unisys Customer
Service Representative ("CSR") to obtain the Part as ordered by the Unisys
Action Center. The CSR will restore the unit
35
<PAGE>
utilizing the part, or, if dispatched by the CSC, will contact the CSC to assist
in troubleshooting at their direction. If a part was utilized, the CSR should
fill out a Unisys parts tag and affix to the part.
In the US, each repairable replacement part will come with a preprinted waybill
to be used for the return of the defective part directly to Egenera. Outside the
USA, the CSR should return both defective and unused parts to the MDC using
standard processes. The CSR is responsible to get this FRU part to the
designated carrier. Once the unit is restored, the CSR is to close the call in
SRMS with model number and serial number.
Each Theatre has some variation to the call flow process. In Europe (excluding
the UK- the UK exception is noted above), the CRC will capture information about
the End User and the reported problem and will open a service request to the
Unisys Action Center (Support on Line will automatically route the call to the
Action Center) during PPM hours or to the CSR OPPM hours. The Action Center may
contact the End User directly to investigate the problem and to determine what
resolution is required to resolve the reported symptom. If the problem is
hardware related and a part is required, the Action Center will diagnose to the
FRU level. If the problem is software, the call will be routed to the CSC.
In Asia, the CRC will capture information about the End User and the reported
problem and will open a service request to the local in country CSR (Support on
Line will automatically route the call to the CSR). If the problem is hardware
related, the CSR will diagnose to the required FRU and order the part via SRMS.
If the call is software related, the CSR will resolve the issue over the
telephone.
If the CSR is unable to resolve the hardware problem, the US CSR will contact
the CSC and the European CSR will contact the Action Center to obtain 2nd level
hardware support in problem resolution. If 3rd level support is necessary for
Egenera hardware or software problems, the CSC,(CSR in Asia) will request
support from Egenera by calling a toll-free number provided by Egenera and also
enter the service request in the Egenera CMS. The Egenera ticket number should
be cross-referenced to the Unisys ticket number in each system.
36
<PAGE>
EXHIBIT A-1
ENTERPRISE SERVICE (24X7X365)
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
24 X 7 X 365 ON SITE Four (4) hours from Initial Customer contact
PART REPLACEMENT DELIVERED TO SITE Four (4) hours from Initial Customer contact
24 X 7 X 365 TELEPHONE SUPPORT FROM RECEIPT One (1) hour by telephone call (English)
OF CUSTOMER CALL
SOFTWARE UPGRADE INSTALLATION Five (5) business days from Customer request
PROBLEM RESOLUTION PROCESS
Severity 1 and 2 24 x 7 x 365 per mutually agreed escalation
process
Severity 3 and 4 24 x 7 x 365 per mutually agreed escalation
process
Severity 5 24 x 7 x 365 per mutually agreed escalation
process
QUARTERLY REVIEW WITH CUSTOMER (See Within ten (10) business days of Quarter's
end EXHIBITS A-8 and A-8-1.)
INSTALLATION (See EXHIBIT A-4 for description.) Five (5) business days from
Customer request
37
<PAGE>
EXHIBIT A-2
ENTERPRISE PRINCIPAL PERIOD OF MAINTENANCE (PPM) SERVICE
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
ON SITE Four (4) hours from Initial Customer contact during
PPM
PART REPLACEMENT DELIVERED TO SITE Four (4) hours from Initial Customer contact during
PPM
PPM TELEPHONE SUPPORT FROM RECEIPT One (1) hour by telephone call during PPM
OF CUSTOMER CALL (English)
SOFTWARE UPGRADE INSTALLATION Five (5) business days from Customer request
PROBLEM RESOLUTION PROCESS
Severity 1 and 2 per mutually agreed escalation process
Severity 3 and 4 per mutually agreed escalation process
Severity 5 per mutually agreed escalation process
INSTALLATION (See EXHIBIT A-4 for Five (5) business days from Customer request
description.)
38
<PAGE>
EXHIBIT A-3
STANDARD WARRANTY SERVICE
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
PART REPLACEMENT DELIVERED TO SITE Next Business Day
INITIAL RESPONSE FROM RECEIPT OF CUSTOMER
CONTACT VIA EMAIL/CALL HOME
Received During Normal Business Hours Two (2) hours by telephone call
PROBLEM RESOLUTION Continuous effort during normal
business hours as required by Egenera
SOFTWARE MAINTENANCE UPDATE INSTALLATION Installed by Customer
39
<PAGE>
EXHIBIT A-4
INSTALLATION
GOAL OF INSTALLATION
Confirm that a BladeFrame is physically installed and that at least one
pServer boots up from some operation system stored on an external storage.
In order to achieve the goal, use the following resource names temporarily
if relevant resource names are not finalized.
LPAN lpan1
PServer pserver1
Vswitch sw1
SERVICE ACTIVITIES
Unisys shall conduct the following installation activities in accordance with
the instruction of a BladeFrame selling agency or a contractor for the
installation.
C. PRE-SITE SURVEY
Unisys shall attend Pre-site survey and check the following items with
Customer and selling agency
- moving path and floor space
- power source and connector
- external storage and external network (vendor, model, configuration)
- IP resources (panmgr, cb1 and cb2, gw, netmask, etc.)
- BladeFrame resource definition (lpan, pServer, etc.)
- mailing resource (Call Home)
- facilities for online support (dial-up line and relevant facilities)
D. INSTALLATION
- Physically unpack BladeFramea and Blades from shipping containers
- Physically position BladeFrame and Install BladeFrame software
- Run an internal verification program (IVP) for 2hours
- Gather IVP log, save_state output
- Delete IVP
40
<PAGE>
- Gather Customer info.
- Register an installation record on SRMS and create an installation
report
41
<PAGE>
EXHIBIT A-5
MOI AND PART REPLENISHMENT PROCESS
GENERAL:
1. Egenera will define the quantity and location of spare parts it
requires Unisys to hold in order to support its customer installed base,
and ship these initial spare parts to the Unisys defined delivery address.
2. The Consigned Egenera Spare parts are provided by Unisys to
designated Customers per the terms and conditions of the Master Service
Agreement and EXHIBITS A-1, A-2.
3. Unisys will return the defective part to the Egenera carrier within
five (5) days after use of the replacement spare in the US and within nine
(9) days outside the US. Egenera's freight forwarder will be responsible
for creating the commercial invoice for the return part shipment. Parts
not received by Egenera's freight forwarder will be governed by the terms
of the Master Service Agreement. Egenera will provide Unisys with a
periodic list of outstanding unreturned parts to be researched. Unisys and
Egenera will perform an annual inventory reconciliation exercise based on
the parameters in the MSA.
4. Egenera will be registered for VAT in every country in which they
request Unisys to stock part parts and fulfill any additional local
requirements necessary to allow Unisys to stock Egenera owned inventory on
Egenera's behalf. If Unisys is required by local regulations to assist in
the import of Egenera's inventory Unisys will be entitled to charge a
management fee.
5. PROPOSED LOGISTICS FRU PARTS FLOW
a. Unisys determines the part requirement based on end user input.
b. The Unisys Action Center will order the replacement part (CSR in
Asia) from inventory positioned by Egenera and stocked by Unisys.
c. The replacement part ships with a pre-addressed, pre-paid return
airbill inside the box (only applicable in the US) to the end user site.
d. Parts required for a call not held in Unisys Country stock will be
sourced to the Web site as an emergency order for Egenera action.
e. The CSR either picks up the part or meets the FRU part at the end
user site, performs the repair and closes the call in SRMS reflecting
parts usage.
f. The CSR returns the defective FRU. Outside the US, the defective
will be returned to the MDC. Upon receipt at the MDC, the returned part
will be categorized;
42
<PAGE>
defective parts will be returned to Egenera's in country freight forwarder
(requires address and contact details by country), unused parts will be
returned to stock.
g. The Unisys CSR will package the defective FRU part and return it to
a single return address listed on the return waybill in the US and to the
MDC via the standard in country procedures outside the US.
TO ENABLE THIS PROCESS, THE FOLLOWING MUST OCCUR:
a) Egenera will define the quantity and location of spares parts it
requires Unisys to hold in order to support its customer installed base.
Unisys will then create Web orders based upon that data and make them
available for fulfillment on the Egenera GLS Web site. Egenera will then
input waybill and ETA information into the GLS Web and ship these initial
spare parts to the Unisys defined delivery address. Egenera will pay all
costs associated with the shipment of parts to Unisys, including any taxes
or import duties. If Unisys is required by local regulations to assist in
the import of Egenera's inventory Unisys will be entitled to charge a
management fee.
b) Unique part numbers must be generated to allow the receipt of parts
into the Unisys Global Logistics System (GLS). These can be requested via
the Unisys GLS website that will be established for Egenera.
c) Unisys will receive the inventory into its GLS system.
d) In the US, all Parts placed into Unisys inventory will include
pre-paid, pre-addressed return waybills, to be furnished by Egenera in the
box of the replacement part.
e) Unisys will create a website for use by Egenera for all field
replenishment part order and emergency part orders. An order would be
triggered to this web site at the time of Parts usage out of the Unisys
stocking location. An order would be triggered to this web site at the
time of Parts usage out of the Unisys stocking location.
f) The end user places a service request to the Unisys CRC .The Part
order flows to Unisys GLS and the system will allocate the order to the
appropriate stocking location.
g) The stocking location closes out the order and ships via the Unisys
courier to the required Egenera end user location.
h) Based upon a Part "usage" transaction, Unisys will create a
replenishment part order that flows to the GLS Egenera web site for
Egenera action.
i) Egenera updates the Unisys GLS web-based system with carrier and
waybill information and ships the replenishment part, at its expense, to
the designated Unisys stocking location. In the US, this shipment must
contain a pre-addressed, pre-paid waybill inside the box for the CSR to
return the defective part directly to Egenera's designated return
location.
43
<PAGE>
EXHIBIT A-6
SPARING LEVELS FOR SERVICE PROVIDERS
EXHIBIT A-6 WILL BE UPDATED QUARTERLY TO REFLECT ADDITIONAL PRODUCT RELEASES
AND CHANGES IN SPARING RATIOS.
PART DESCRIPTION FRU MINIMUM INCREMENTAL
NUMBER
852-000007 Power Management Kit FRU [**] [**]
970-000002 BladeFrame FRU [**] [**]
970-000003 Interframe Spine, 20 AMP N.A. FRU [**] [**]
970-000004 Control Blade, 1GIG-E,10/100ENET, 2-HBA FRU [**] [**]
970-000005 Switch Blade, HSSC FRU [**] [**]
970-000007 AP2 Blade, Low End w/2gb FRU [**] [**]
970-000008 AP4, Blade, 1.6 GHz, w/12GB FRU [**] [**]
970-000009 AP2, Blade, 1.26 End w/2gb FRU [**] [**]
970-000010 AP2 FRU, FILLER BLADE FRU [**] [**]
970-000011 Interframe Spine, 30 AMP N.A. FRU [**] [**]
970-000012 Control Blade, 2GIG-E, 2-HBA FRU [**] [**]
970-000016 Interframe Spine, 30 AMP Int'l FRU [**] [**]
970-000017 Interframe Spine, HS, 20 AMP N.A. FRU [**] [**]
970-000019 AP4, Blade, 1.4 GHz, w/12GB FRU [**] [**]
970-000020 AP2, Blade, 2.2 GHz, w/6GB FRU [**] [**]
970-000021 BladeFrame, Rev 2 Mover FRU [**] [**]
970-000023 AP3, Blade, 2way, 2.8GHz, 6GB FRU [**] [**]
970-000027 FRU, Static Transfer Switch, 20AMP FRU [**] [**]
970-000028 FRU, Static Transfer Switch, 30AMP FRU [**] [**]
970-000029 Interframe Spine, HS, 16 AMP INT'l FRU [**] [**]
44
<PAGE>
EXHIBIT A-7
EGENERA BLADEFRAME SYSTEM ADMINISTRATION COURSE
COURSE DESCRIPTIONS
The Egenera BladeFrame System Administration course is designed to provide
students with the core skills needed to perform basic BladeFrame system
administrative tasks. These tasks include:
1 Administration of Processing Area Networks (PANs)
2 The design and provisioning of Logical Processing Area Networks (LPANs)
3 Configuration of LPAN resources as pServers and vNets
4 Configuration of applications and services hosted by LPANs for high
availability and load balancing.
The course is conducted over a two-day period with the time divided between
lecture and lab. Approximately 40% of the course is lecture based and 60% is
spent in hands on configuration labs.
The course consists of the following lessons:
1 Introduction to Egenera BladeFrame System
2 Designing and Creating Logical Processing Area Networks
3 Configuring Logical Processing Area Networks
4 Configuring Hardware for High Availability
5 Installing and Configuring Applications For High Availability
6 Configuring Load-balancing Clusters
Below is a table outlining what is covered in each section and on what day it is
covered:
Day Lesson Lecture Labs
--- ------ ------- ----
1 1 Basic review of BladeFrame foundations and concept 1. Naming the BladeFrame
leading to a better understanding of the Egenera
paradigm. Physical and Logical components are 2. Configuring Ethernet Ports on
discussed as well as what job functions are cBlades
performed at different administrative levels
3. Configuring redundant
Ethernet connections (rEths)
45
<PAGE>
4. Creating virtual switches
1 2 PAN Administration functions are reviewed. LPAN 1. Examine PAN Resources
design and creation are discussed as well as users
and assigning users to specific roles with in the 2. Design and LPAN
PAN and or LPAN.
3. Create LPAN
4. Assigning LPAN
Administrators
1 3 Students now are acting as LPAN Administrators. In 1. Creating pServers
this role students create a virtual network
consisting of 3 servers using those resources 2. Assigning Disk to pServers
assigned to their LPAN from the previous lesson.
3. Creating vEths
4. Define pServer Boot Options
5. Booting the LPAN
1 4 Students' tests hardware high availability by 1. Configure Hardware Fail Over
setting up a local fail over pool and failing one
of their pServers over to it. 2. Testing Hardware Fail Over
3. Removing Hardware Fail Over.
2 5 Students review the first 4 lessons as the start of 1. Configuring Application Resources
the day then begin the process of creating
application fail over. Applications are created as 2. Configuring Application Fail Over
are their resources (file systems, IP addresses, resources
and disks). Applications then have fail over
policies applied and tested. 3. Configuring the Monitoring Service
4. Testing Applications
5. Removing Application Fail Over
2 6 Students create load balance service with one of 1. Creating Load Balancing Service
their pServer and set the other 2 pServers to
become load balance members. Each load-balanced 2. Creating Load Balanced
member is setup as a
46
<PAGE>
web server and load balancing is tested. Members Resources
3. Testing Load Balance Service
4. Removing Load Balanced Service
PREREQUISITES
Students attending this course should have experience in the following areas:
1 Will have read BladeFrame Technical Overview
2 Have experience with the Linux Operating System, or other Unix based
operating system
3 Have basic understanding of Linux Network Administration issues
1 Processing Area Network (PAN) administrators
2 Logical Processing Area Network (LPAN) administrators.
3 BladeFrame Application Developers
RECOMMENDED PRE-COURSE READING
"In Search of Clusters" by Gregory Pfister, Prentice Hall
"Red Hat System Administration Unleashed" by Thomas Schenk et al. SAMS
"Taking Control of the Internet Data Center" (White Paper) www.egenera.com
"Guidelines for Effective E-Business Infrastructure Management" (White Paper)
www.egenera.com
"The Pros and Cons of Server Clustering in the ASP Environment" (White Paper)
www.egenera.com
INTENDED AUDIENCE
This course is intended for Egenera BladeFrame system administrators and anyone
who needs to understand Egenera BladeFrame configuration and administrative
tasks. This includes:
1 Processing Area Network (PAN) administrators
2 Logical Processing Area Network (LPAN) administrators.
47
<PAGE>
3 BladeFrame Application Developers
48
<PAGE>
EXHIBIT A-8
QUARTERLY REVIEW
Scheduled within ten (10) business days of Calendar Quarter end
Conducted by Technical Support Engineer
Reviews of past Quarter's Call history
Rating of past Quarter's service
Completed Quarterly Review Form (See EXHIBIT A-8-1.)
49
<PAGE>
EXHIBIT A-8-1
QUARTERLY REVIEW FORM
CUSTOMER QUARTERLY REVIEW OF SERVICE PERFORMANCE
CUSTOMER (COMPANY) NAME: _________________________ Date held: _________________
Customer Location: _____________________________________________________________
CUSTOMER PERSONNEL IN ATTENDANCE: NAME, TITLE AND TELEPHONE NUMBER
_____________________________________________
_____________________________________________
_____________________________________________
Number of Egenera Blade Frames(TM):
____________________
Number of Egenera PBlades(TM):
__________________________
Y/N
PREVIOUS QUARTER'S SERVICE HISTORY REVIEWED? [ ]
SERVICE SATISFACTION:
VERY
DISSATISFIED SATISFIED SATISFIED
------------ --------- --------------
1) Responding in a timely manner ____________ _________ ______________
2) Technical expertise of Technical Engineer ____________ _________ ______________
3) Ability to solve the problem ____________ _________ ______________
4) Courteous and professional ____________ _________ ______________
5) Overall Service delivery ____________ _________ ______________
Comments: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
____________________________________(Attach additional page necessary.)
Name of Customer's Authorized Customer's Representative's Title:
Representative: Signature:
(Print Name):
50
<PAGE>
____________________ ____________________ _____________________
Service Provider's Company Name (if not Egenera):_______________________________
Technical Support Engineer's Name (Print):______________________________________
Technical Support Engineer's Signature:_________________________________________
Other Egenera/Service Provider Personnel attending meeting:
NAME COMPANY AND TITLE
---- -----------------
_______________________________ _________________________________
_______________________________ _________________________________
_______________________________ _________________________________
_______________________________ _________________________________
51
<PAGE>
EXHIBIT A-9
CURRENT SERVICE PROVIDER SUPPORT INFORMATION
EGENERA TOLL FREE NUMBER
0800-9170376 (UK); 866-301-3117(USA); 0066-33-801337 (JAPAN)
Service Provider can reach "Egenera Technical Services" 7X24 by calling the
applicable toll free number
EGENERA SUPPORT WWW http://support.egenera.com
Service Provider can open tickets by connecting to this WWW site 7X24. Service
Provider can obtain login to the Egenera Customer Management System by calling
the Egenera Toll Free number.
EGENERA EMAIL support@egenera.com
INTERNAL ESCALATION - EGENERA
Service Provider is expected to escalate the call to Egenera, if after working
on a Customer issue, it is unable to resolve the problem.
Service Provider's escalation process begins by either calling Egenera at the
appropriate Toll free number specified above or by escalating the ticket via
Egenera's CRM system.
Service Provider can contact Egenera's Director of Technical Services or Vice
President of Egenera Enterprise Services, as appropriate, during the escalation
duration to get status updates on the existing open ticket.
FIRST LEVEL ESCALATION:
[**] [**]
SECOND LEVEL ESCALATION:
[**] [**]
EUROPE:
[**] [**] [**]
[**] [**] [**]
JAPAN:
[**] [**] [**]
[**] [**]
[**] [**] [**]
[**] [**]
[**]
52
<PAGE>
EXHIBIT A-10
ARTICLE I
1. SOFTWARE LICENSE: Unisys's nonexclusive Software license to use the
maintenance updates and software upgrades provided by Egenera as a
component of its Level 3 Support is subject to the following license
provisions:
OWNERSHIP. Such software products are owned and copyrighted by Egenera or
its third party suppliers and title to, ownership of and all applicable
rights in patents, copyrights and trade secrets in the software products
shall not transfer to Unisys. Subject to Unisys paying the appropriate
Software Product license fee, Unisys is hereby granted a nonexclusive
license to use such software products in object form only on the Egenera
Hardware Product for which it was intended. Unisys's license is not a sale
of any rights in such software products. All ownership rights remain in
Egenera or its third party suppliers, as the case may be.
COPIES. Unisys may make a single copy of the object code of such software
products solely for backup or archival purposes or when copying is an
essential step in the authorized use of the associated Egenera Hardware
and Software Products. All copyright and other proprietary or restricted
rights notices in the original Software Product must be retained on all
copies. Unisys may not copy any of the enclosed books or printed materials
that are part of the software product.
ADDITIONAL RESTRICTIONS. Except to the extent permitted above, Unisys may
not: modify, translate, reverse engineer, decompile, disassemble,
otherwise attempt to obtain the source code of, or create derivative works
based on, such software products; copy (including copying onto a bulletin
board or similar system) the software products other than as specified
above; rent, lease, time share, grant a security interest in, or otherwise
transfer rights to the software products except as set forth in "Transfer"
below; or remove any proprietary notices or labels on the software
products; or disclose or otherwise make available the software products in
any form to anyone other than Unisys's employees, subcontractors,
consultants or independent contractors who have agreed to the terms of
this Software license. If Unisys is using the software products in any
country in the European Community, the prohibition against modifying,
translating, reverse engineering, decompiling, disassembling, or creating
derivative works based on the Software Products does not affect Unisys's
rights under any legislation implementing the E.C. Council Directive on
the Legal Protection of Computer Programs.
TRANSFER. Unisys may only transfer such software products to designated
Customers to whom Egenera is obligated to provide Maintenance Updates
and/or Software Upgrades pursuant to Service Offerings such Customers have
purchased from Egenera. Unisys may only install such software on Customer
Products covered by such Service Offerings. Except as expressly provided
herein, Unisys has no right to sublicense loan, rent, lease or allow any
other entity to use the Software Products. Unisys may receive the Software
Products in more than one medium, for example CD-ROM or by Internet.
Unisys may not use or install the other medium on another hardware
product. Unisys shall be fully
53
<PAGE>
responsible for the compliance of Unisys's employees, subcontractors,
consultants or independent contractors who are given access to the
Software Products.
LICENSE TERMINATION. Egenera may terminate this license, without
liability, if Unisys breaches these Software License terms and fails to
permanently cure the breach within thirty (30) days after receipt of
Egenera's written notice thereof. Upon termination, Unisys shall cease all
use and return or certify destruction of the Software Products (including
copies) to Egenera.
THIRD PARTY SOFTWARE. In the event Unisys, in connection with the
Products, orders Software hereunder that is specifically labeled as being
provided by and/or owned other than by Egenera ("Third Party Software
Products"), Unisys acknowledges that it shall be licensing such Third
Party Software directly from the third party, including the right to use
such Third Party Software in connection with the Egenera Hardware, and
agrees to comply with the license terms that accompany such Third Party
Software. CERTAIN THIRD PARTY SOFTWARE PRODUCTS SUPPLIED BY EGENERA ARE
OPEN SOURCE MATERIALS, AND AS SUCH, ARE GOVERNED BY OPEN-SOURCE SOFTWARE
LICENSE AGREEMENTS SUPPLIED WITH SUCH OPEN SOURCE MATERIALS, SUCH AS THE
GNU PUBLIC LICENSE. EGENERA MAKES NO CLAIM OF OWNERSHIP OF OPEN SOURCE
MATERIALS, AND SUCH OPEN SOURCE MATERIALS ARE SUPPLIED SOLELY IN
ACCORDANCE WITH THE LICENSE AGREEMENTS ACCOMPANYING SUCH SOFTWARE.
Accordingly, the above restrictions concerning modification,
confidentiality and other provisions do not apply to such Open Source
Materials.
Unisys agrees to promptly notify Egenera in writing of any violation of the
above licensing terms by designated Customers and shall cooperate fully, at its
own expense, with Egenera in the enforcement of such terms and any related
proceeding against its Customers.
54
<PAGE>
EXHIBIT A-11
LIST OF PRODUCTS TO BE SERVICED BY UNISYS
Reference Exhibit B
55
<PAGE>
EXHIBIT A-12
UNISYS U.S. PRIMARY SERVICE CITIES
The following table lists Unisys Primary Service Cities effective as of April,
2002. These service cities represent locations in which a Unisys logistics
facility is located. The coverage of a Primary Service City begins at the city
center and includes a 50-mile radius from the said city center. The Metro City
is a reference point only and serves to indicate the nearest major metropolitan
city that benefits from the coverage of a Service City.
Primary Service Cities are subject to change. Unisys shall make every reasonable
effort to give Egenera at least sixty (60) days advance written notice of any
change to a Unisys facility location, including (a) changes to the operating
hours or (b) the discontinuance of any facility location. If Unisys changes or
discontinues the facility location during the term of the Agreement, Unisys
shall continue service (despite the change of location) in accordance with the
Agreement. Provided, however, that the Egenera Customer continues to have
hardware under enrollment at the same location during the initial enrollment
term.
Egenera shall request the Unisys PMO provide service capability confirmation for
a city where Unisys is not currently providing support to Egenera under this
agreement. The PMO will use reasonable commercial efforts to respond within
three (3) business days of the request whether Unisys can develop, in the time
frame required, or currently has the capability to provide the services as
described within the Service Solution Design Document in the requested city. The
actual Service Order process will be as described in Section 5 of the Master
Service Agreement.
METRO CITY STATE SERVICE CITY STATE S ZIP
---------- ----- ------------ ----- -----
BRIDGEPORT CT SHELTON CT 06484
HARTFORD CT CROMWELL CT 06416
HARTFORD CT WINDSOR CT 06095
DOVER DE DOVER DE 19901
BOSTON MA BURLINGTON MA 01803
BOSTON MA WALTHAM MA 02451
NEWARK NJ LYNDHURST NJ 07071
NEWARK NJ MORRIS PLAINS NJ 07950
NEWARK NJ NEW PROVIDENCE NJ 07974
ALBANY NY ALBANY NY 12205
BUFFALO NY AMHERST NY 14228
LONG ISLAND NY JERICHO NY 11753
NEW YORK NY NEW YORK NY 10005
NEWBURGH NY WALDEN NY 12586
ROCHESTER NY FARMINGTON NY 14425
SYRACUSE NY LIVERPOOL NY 13088
WHITE PLAINS NY WHITE PLAINS NY 10604
ALLENTOWN PA ALLENTOWN PA 18103
HARRISBURG PA HARRISBURG PA 17111
PHILADELPHIA PA MARLTON NJ 08053
56
<PAGE>
PHILADELPHIA PA BLUE BELL PA 19424
PHILADELPHIA PA PHILADELPHIA PA 19103
PHILADELPHIA PA SHARON HILL PA 19079
PITTSBURGH PA PITTSBURGH PA 15275
CHARLESTON WV CHARLESTON WV 25302
CHICAGO IL CHICAGO IL 60601
CHICAGO IL ELK GROVE IL 60007
CHICAGO IL LOMBARD IL 60148
ROCKFORD IL ROCKFORD-BLVDR IL 61103
EVANSVILLE IN EVANSVILLE IN 47728
FORT WAYNE IN FORT WAYNE IN 46804
INDIANAPOLIS IN INDIANAPOLIS IN 46240
DETROIT MI TROY MI 48083
GRAND RAPIDS MI GRAND RAPIDS MI 49506
LANSING MI OKEMOS MI 48864
CINCINNATI OH CINCINNATI OH 45241
CLEVELAND OH BRECKSVILLE OH 44141
COLUMBUS OH WESTERVILLE OH 43081
DAYTON OH DAYTON OH 45414
TOLEDO OH HOLLAND OH 43528
YOUGSTOWN OH YOUNGSTOWN OH 44515
MADISON WI MADISON WI 53716
MILWAUKEE WI BROOKFIELD WI 53005
ANCHORAGE AK ANCHORAGE AK 99503
PHOENIX AZ PHOENIX AZ 85016
LOS ANGELES CA COSTA MESA CA 92626
LOS ANGELES CA HOLLYWOOD CA 90038
LOS ANGELES CA MISSION VIEJO CA 92691
LOS ANGELES CA RANCHO CUCAMONGA CA 91730
LOS ANGELES CA SANTA FE SPRINGS CA 90670
LOS ANGELES CA VAN NUYS CA 91406
SACRAMENTO CA SACRAMENTO CA 95833
SALINAS CA SALINAS CA 93906
SAN DIEGO CA SAN DIEGO CA 92111
SAN FRANCISCO CA S. SAN FRANCISCO CA 94080
SAN FRANCISCO CA SAN FRANCISCO CA 94105
SAN FRANCISCO CA SAN LEANDRO CA 94577
SAN JOSE CA SAN JOSE CA 95134
STOCKTON CA STOCKTON CA 95203
DENVER CO ENGLEWOOD CO 80111
HONOLULU HI HONOLULU HI 96813
DAVENPORT IA BETTENDORF IA 52722
DES MOINES IA W DES MOINES IA 50398
KANSAS CITY KS OVERLAND PARK KS 66211
57
<PAGE>
WICHITA KS WICHITA KS 67206
MINNEAPOLIS MN EAGAN MN 55121
SAINT LOUIS MO SAINT LOUIS MO 63146
FARGO ND FARGO ND 58102
OMAHA NE OMAHA NE 68154
ALBUQUERQUE NM ALBUQUERQUE NM 87107
LAS VEGAS NV LAS VEGAS NV 89120
RENO NV RENO NV 89502
PORTLAND OR TUALATIN OR 97062
SIOUX FALLS SD SIOUX FALLS SD 57015
SALT LAKE CITY UT SALT LAKE CITY UT 84116
SEATTLE WA TUKWILA WA 98188
SPOKANE WA SPOKANE WA 99206
BIRMINGHAM AL BIRMINGHAM AL 35243
MOBILE AL MOBILE AL 36606
MONTGOMERY AL MONTGOMERY AL 36109
LITTLE ROCK AR LITTLE ROCK AR 72205
WASHINGTON DC FAIRFAX VA 22031
WASHINGTON DC MCLEAN VA 22102
JACKSONVILLE FL JACKSONVILLE FL 32256
MIAMI FL MIAMI FL 33172
ORLANDO FL LAKE MARY FL 32746
PENSACOLA FL PENSACOLA FL 32503
TALLAHASSEE FL TALLAHASSEE FL 32308
TAMPA FL TAMPA FL 33634
ATLANTA GA NORCROSS GA 30093
SAVANNAH GA SAVANNAH GA 31405
LOUISVILLE KY LOUISVILLE KY 40207
BATON ROUGE LA BATON ROUGE LA 70809
NEW ORLEANS LA METAIRIE LA 70002
BALTIMORE MD TIMONIUM MD 21093
JACKSON MS JACKSON MS 39208
CHARLOTTE NC CHARLOTTE NC 28217
RALEIGH NC RALEIGH NC 27609
WINSTON-SALEM NC KERNERSVILLE NC 27284
OKLAHOMA CITY OK OKLAHOMA CITY OK 73116
COLUMBIA SC COLUMBIA SC 29210
GREENVILLE SC GREENVILLE SC 29615
CHATTANOOGA TN CHATTANOOGA TN 37421
KINGSPORT TN BLOUNTVILLE TN 37617
KNOXVILLE TN KNOXVILLE TN 37912
MEMPHIS TN MEMPHIS TN 38134
NASHVILLE TN NASHVILLE TN 37211
AUSTIN TX AUSTIN TX 78759
58
<PAGE>
DALLAS/FT WORTH TX DALLAS TX 75244
HOUSTON TX HOUSTON TX 77040
SAN ANTONIO TX SAN ANTONIO TX 78216
NORFOLK VA NORFOLK VA 23502
RICHMOND VA RICHMOND VA 23228
ROANOKE VA ROANOKE VA 24018
UNISYS AUSTRALIA PRIMARY SERVICE CITIES- 30 KM COVERAGE FROM CITY CENTER
COUNTRY SERVICE CITY
------- ------------
Australia Sydney
Melbourne
Brisbane
Adelaide
Perth
Canberra
Hobart
Darwin
UNISYS HK AND SINGAPORE PRIMARY SERVICE CITIES
COUNTRY SERVICE CITY
------- ------------
HK HK
Singapore Singapore
UNISYS UK, GERMANY, SWITZERLAND AND FRANCE PRIMARY SERVICE CITIES- 65 KM
COVERAGE FROM CITY CENTER
Country SERVICE CITY
UK Birmingham
Bristol
Edinburgh
Glasgow
Leeds
Leicester
Liverpool
London
Manchester
Milton Keynes
Newcastle
Portsmouth
Southampton
Germany Berlin
Cologne
Hamburg
59
<PAGE>
Hannover
Munich
Nurnberg
Ratingen (Dusseldorf)
Stuttgart
Sulzbach (Frankfurt)
Switzerland Basel
Bern
Geneva
Lausanne
Luzern
St. Gallen
Zurich
France Bordeaux
Lille
Lyon
Marseille
Nancy
Nantes
Paris
Toulouse
60
<PAGE>
EXHIBIT B
PRICING
SLA-9X5X4
EGENERA ALL YEARS
PRODUCT LIST ----------
EGENERA ID DESCRIPTION PRICE [**]% OF
---------- ----------- ----- [**]%
BC100101 BladeFrame Base System. 20 AMP system Price includes chassis, redundant $ [**] $[**]
switch blades, redundant control blades
BC100102 BladeFrame Base System. 30 AMP International system Price includes $ [**] $[**]
chassis, redundant switch blades, redundant control blades
BP100003 Static Transfer Switch - 20 amp spine $ [**] $[**]
BP100004 Static Transfer Switch - 30 amp spine North America $ [**] $[**]
BP100005 Static Transfer Switch - 30 amp spine International $ [**] $[**]
CB200211 Pair of Control Blades option 1: 2 FibreChannel HBA, 1 Gigabit ethernet, $ [**]
1 (2-port) 10/100 Ethernet
CB200220 Pair of Control Blades option 2: 2 FibreChannel HBA, 2 Gigabit Ethernet. $ [**] $[**]
Price delta over Option 1.
CB200311 Pair of Control Blades-EP (Harvard) option 1: (2) 2-port 2Gb FibreChannel $ [**] $[**]
HBA, (1) 2-port Gigabit Ethernet, (1) 2-port 10/100/1000 Ethernet. Price
delta above Base System for CB-EP.
CB200320 Pair of Control Blades-EP (Harvard) option 2: (2) 2-port 2Gb $ [**] $[**]
FibreChannel HBA, (2) 2-port Gigabit Ethernet. Price delta above Base
System for CB-EP.
PB100212 Processing Blade - 2 Way $ [**] $[**]
2x 1Ghz Pentium III; 2GB RAM-Note 1
PB100222 Processing Blade - 2 Way $ [**] $[**]
2x 1.26Ghz Pentium III; 2GB RAM
PB100322 Processing Blade -2 Way $ [**] $[**]
2.4GHz, 2GB RAM
PB100326 Processing Blade -2 Way $ [**] $[**]
2.4GHz, 6GB RAM
PB100332 Processing Blade -2 Way $ [**] $[**]
3.06GHz, 2GB RAM
PB100336 Processing Blade -2 Way $ [**] $[**]
3.06GHz, 6GB RAM
PB100234 Processing Blade -2 Way $ [**] $[**]
2.2GHz, 6GB RAM- Note 1
PB100228 Processing Blade -2 Way $ [**] $[**]
2.8GHz, 6GB RAM- Note 1
61
<PAGE>
PB100235 Processing Blade -2 Way $ [**] $[**]
2.8GHz, 12GB RAM
PB100411 Processing Blade - 4 Way $ [**] $[**]
4x 1.4GHz, 12GB RAM
PB100408 Processing Blade - 4 Way $ [**] $[**]
4x 1.4GHz, 6GB RAM
PB100416 Processing Blade - 4 Way $ [**] $[**]
4 x 1.6GHz, 12GB RAM- Note 1
PB100420 Processing Blade - 4 Way $ [**] $[**]
4 x 2.0GHz, 12GB RAM
PB100426 Processing Blade - 4 Way $ [**] $[**]
4 x 2.0GHz, 6GB RAM
SW100210 BladeFrame Base SW and License - Latest Release $ [**] $[**]
BladeFrame SW License for 2-way PIII blades $ [**] $[**]
BladeFrame SW License for 2-way Xeon $ [**] $[**]
BladeFrame SW License for 4-way Xeon MP blades $ [**] $[**]
SW900101 Initial PowerCockpit Software Pack (includes Console + 10 node license) $ [**] $[**]
SW900102 Additional PowerCockpit Software Licenses $ [**] $[**]
SW900210 Red Hat Advanced Server 2.1 $ [**] $[**]
Includes 1 year of 24x7 service and product upgrades.
Note 1- These products are being phased out, and will be End-of-Life in Q203.
62
<PAGE>
7X24X4 AFTER
FIRST YEAR FIRST YR.
EGENERA [**]% OF [**]% OF
PRODUCT LIST ---- ----
EGENERA ID DESCRIPTION PRICE [**]% [**]%
---------- ----------- ----- ----- -----
BC100101 BladeFrame Base System. 20 AMP system Price includes chassis, $ [**] $[**] $[**]
redundant switch blades, redundant control blades
BC100102 BladeFrame Base System. 30 AMP International system Price $ [**] $[**] $[**]
includes chassis, redundant switch blades, redundant control
blades
BP100003 Static Transfer Switch - 20 amp spine $ [**] $[**] $[**]
BP100004 Static Transfer Switch - 30 amp spine North America $ [**] $[**] $[**]
BP100005 Static Transfer Switch - 30 amp spine International $ [**] $[**] $[**]
CB200211 Pair of Control Blades option 1: 2 FibreChannel HBA, 1 Gigabit $ [**]
ethernet, 1 (2-port) 10/100 Ethernet
CB200220 Pair of Control Blades option 2: 2 FibreChannel HBA, 2 Gigabit $ [**] $[**] $[**]
Ethernet. Price delta over Option 1.
CB200311 Pair of Control Blades-EP (Harvard) option 1: (2) 2-port 2Gb $ [**] $[**] $[**]
FibreChannel HBA, (1) 2-port Gigabit Ethernet, (1) 2-port
10/100/1000 Ethernet. Price delta above Base System for CB-EP.
CB200320 Pair of Control Blades-EP (Harvard) option 2: (2) 2-port 2Gb $ [**] $[**] $[**]
FibreChannel HBA, (2) 2-port Gigabit Ethernet. Price delta above
Base System for CB-EP.
PB100212 Processing Blade - 2 Way $ [**] $[**] $[**]
2x 1Ghz Pentium III; 2GB RAM-Note 1
PB100222 Processing Blade - 2 Way $ [**] $[**] $[**]
2x 1.26Ghz Pentium III; 2GB RAM
PB100322 Processing Blade -2 Way $ [**] $[**] $[**]
2.4GHz, 2GB RAM
PB100326 Processing Blade -2 Way $ [**] $[**] $[**]
2.4GHz, 6GB RAM
PB100332 Processing Blade -2 Way $ [**] $[**] $[**]
3.06GHz, 2GB RAM
PB100336 Processing Blade -2 Way $ [**] $[**] $[**]
3.06GHz, 6GB RAM
PB100234 Processing Blade -2 Way $ [**] $[**] $[**]
2.2GHz, 6GB RAM- Note 1
PB100228 Processing Blade -2 Way $ [**] $[**] $[**]
2.8GHz, 6GB RAM- Note 1
63
<PAGE>
PB100235 Processing Blade -2 Way $ [**] $[**] $[**]
2.8GHz, 12GB RAM
PB100411 Processing Blade - 4 Way $ [**] $[**] $[**]
4x 1.4GHz, 12GB RAM
PB100408 Processing Blade - 4 Way $ [**] $[**] $[**]
4x 1.4GHz, 6GB RAM
PB100416 Processing Blade - 4 Way $ [**] $[**]
4 x 1.6GHz, 12GB RAM- Note 1
PB100420 Processing Blade - 4 Way $ [**] $[**] $[**]
4 x 2.0GHz, 12GB RAM
PB100426 Processing Blade - 4 Way $ [**] $[**] $[**]
4 x 2.0GHz, 6GB RAM
SW100210 BladeFrame Base SW and License - Latest Release $ [**] $[**] $[**]
BladeFrame SW License for 2-way PIII blades $ [**] $[**] $[**]
BladeFrame SW License for 2-way Xeon $ [**] $[**] $[**]
BladeFrame SW License for 4-way Xeon MP blades $ [**] $[**] $[**]
SW900101 Initial PowerCockpit Software Pack (includes Console + 10 node $ [**] $[**] $[**]
license)
SW900102 Additional PowerCockpit Software Licenses $ [**] $[**] $[**]
SW900210 Red Hat Advanced Server 2.1 $ [**] $[**] $[**]
Includes 1 year of 24x7 service and product upgrades.
Note 1- These products are being phased out, and will be
End-of-Life in Q203.
64
<PAGE>
EXHIBIT B-1
DEMAND SERVICE RATES, INSTALLATION & SITE SURVEY FEES
ALL PRICES SHOWN IN THIS EXHIBIT ARE IN U.S. DOLLARS.
UNITED STATES
INSTALLATION FEES
PPM $[**]OPPM $[**]
SITE SURVEY FEES
PPM $[**]
OPPM $[**]
DEMAND SERVICE RATES
Per Hour - [**] Hour Minimum
PPM $[**]
OPPM $[**]
AUSTRALIA
INSTALLATION FEES
PPM $[**]
SITE SURVEY FEES
PPM $[**]DEMAND SERVICE RATES
Per Hour - [**] Hour Minimum
PPM $[**]
OPPM $[**]
65
<PAGE>
HONG KONG & SINGAPORE
INSTALLATION FEES
PPM $[**] OPPM $[**] (Mon-Sat)
OPPM $[**] (Sunday/Public Holidays)
SITE SURVEY FEES
PPM $[**] per hour, minimum [**] hrs.
OPPM $[**] per hour, minimum [**] hrs. (Mon-Sat)
OPPM $[**] per hour, minimum [**] hrs. (Sunday/Public Holidays)
DEMAND SERVICE RATES
PPM $[**] per hour, minimum [**] hrs.
OPPM $[**]per hour, minimum [**] hrs. (Mon-Sat)
OPPM $[**] per hour, minimum [**] hrs. (Sunday/Public Holidays)
UNITED KINGDOM
INSTALLATION FEES
PPM $[**]
SITE SURVEY FEES
PPM $[**]
DEMAND SERVICE RATES
Per Hour - [**]Hour Minimum
PPM $[**]
OPPM $[**]
66
<PAGE>
FRANCE
INSTALLATION FEES
PPM $[**]
SITE SURVEY FEES
PPM $[**]
DEMAND SERVICE RATES
Per Hour - [**] Hour Minimum
PPM $[**]
OPPM $[**]
GERMANY
INSTALLATION FEES
PPM $[**]
SITE SURVEY FEES
PPM $[**]
DEMAND SERVICE RATES
Per Hour - [**] Hour Minimum
PPM $[**]
OPPM $[**]
67
<PAGE>
SWITZERLAND
INSTALLATION FEES
PPM $[**]SITE SURVEY FEES
PPM $[**]
DEMAND SERVICE RATES
Per Hour - [**]Hour Minimum
PPM $[**]
OPPM $[**]
68
<PAGE>
EXHIBIT C
BASIS OF PRICE
Average configuration is a bladeframe with 15 blade servers that has a list
annual maintenance price of $[**] (24x7). Unisys receives [**]% of this amount.
Global Forecast:
2003 2004 2005
---- ---- ----
US
Installs [**] [**] [**]
Maint. Base [**] [**] [**]
Asia- Australia, Hk and Singapore
Installs [**] [**] [**]
Maint. Base [**] [**] [**]
Europe-UK, Switzerland, Germany and France
Installs [**] [**] [**]
Maint. Base [**] [**] [**]
69
<PAGE>
Dispatch Requiring Onsite Visits
Number of Instances [**]
Site Survey (one time incident) [**]*
Installation of BladeFrame (one time incident) [**]*
* Does not include travel time to customer site
Remote Telephone Support:
Number of Instances (level 1-level 2 calls) [**] per Bframe/quarter
Unisys is not responsible for Software Subscription Service.
General Assumptions:
Egenera will provide approximately [**] days of product training. The course
will be Egenera instructor led and provided locally.
SLA's - 24x7 = [**]%, 9x5 = [**]%
All prices are shown in US Dollars
70
<PAGE>
EXHIBIT D
SAMPLE LOCAL AGREEMENT
[THIS LOCAL AGREEMENT IS USED TO SHOW THE AGREEMENT OF THE LOCAL PROVIDER FOR
THE TERRITORY.]
LOCAL AGREEMENT NUMBER ________________________
(assigned by Local Provider for administrative purposes)
LOCAL AGREEMENT
DATED _________, 2003
Between
COMPANY, INC. ("Egenera")
And
[Local Provider] ("Local Provider")
FOR
------------------------
("Territory")
Egenera and Unisys Corporation have signed a SUPPORT AGREEMENT FOR ON-SITE
SERVICES effective as of ________, 2003 ("Agreement"). Egenera and Local
Provider want to incorporate the Agreement into this LOCAL AGREEMENT. Intending
to be legally bound, Egenera and Local Provider agree as follows:
1. Egenera and Local Provider incorporate the terms and conditions of the
Master Agreement in this Local Agreement by this reference. Egenera and Local
Provider agree the Master Agreement shall cover the services provided by the
Local Provider to Egenera for the Territory described above EXCEPT:
[PUT ANY SPECIAL TERMS HERE THAT ARE DIFFERENT FROM THE MASTER AGREEMENT THIS IS
PRINCIPALLY THE LOCAL SERVICE DESCRIPTION FOR THE TERRITORY, IF DIFFERENT, OR
ANY OTHER BUSINESS OR LEGAL PROVISIONS NEEDED FOR THE TERRITORY.]
For all purposes under this Local Agreement, "Unisys," and any other similar
reference in the Master Agreement, shall mean the Local Provider under this
Local Agreement. If there are any additional or different terms from the Master
Agreement in the text of this Local Agreement, these additional or different
terms in the text of this Local Agreement shall control.
2. The following schedules are attached to, and expressly incorporated in,
this LOCAL AGREEMENT.
[THIS IS WHERE YOU WOULD INCORPORATE ANY SPECIAL SCHEDULES REQUIRED FOR THE
UNIQUE TERRITORY SERVICE DESCRIPTION AND LOCAL PATENT INDEMNIFICATION IF NOT
INDEMNIFIED IN THE MAIN BODY OF THE AGREEMENT.]
71
<PAGE>
AGREED AND ACCEPTED
____________________________________ ______________________________________
(Local Provider) (Egenera)
By:_________________________________ By:___________________________________
(Signature) (Signature)
Name:_______________________________ Name:_________________________________
(Print or Type) (Print or Type)
Title:______________________________ Title:________________________________
Date:_______________________________ Date:_________________________________
72
<PAGE>
EXHIBIT E
UNISYS SUPPLIER GUIDE
-UNISYS ALLIANCE PARTNERS
SUPPLIER REFERENCE GUIDE
FOR SHIPMENTS TO UNISYS LOGISTICS CENTERS
PACKAGING AND IDENTIFICATION
INTRODUCTION. The Unisys Receiving System is ISO 9000 certified, process driven,
and highly automated. When information needed to handle receipt of the delivery
from your company cannot be found, the receipt is rejected. Manual efforts are
required to resolve these problems. This delays the timely processing of
material to support your customers, and may ultimately cause the return of the
shipment. These consequences may be avoided by following the guidelines outlined
below.
Unisys logistics centers receive thousands of parts shipments each month. Your
company's shipments are important to Unisys because we use them to service your
customers worldwide. Proper packaging and marking allows Unisys to receive,
stock, and utilize your parts quickly and efficiently.
These packaging and identification guidelines are provided to you as a guide to
help you understand and assist Unisys in serving your customers.
STANDARDS
1. It is expected that all applicable rules and regulations for packaging,
packing for shipment, and shipping, will be followed. These include: Uniform
Freight Classification (rail), National Motor Freight Classification (truck),
and Unisys Corporation Standard 4000 5233-000 (spare parts packaging), (Title 49
of CFR); and,
2. Parts should be individually packaged and the packaging marked so that
each package can be distributed one at a time, to your customers. The service
parts need to be packed to protect them in the distribution environment by
utilizing interior and exterior packaging which will provide adequate protection
from damage during transportation, storage, and handling. In some cases,
individual items may not fit this particular model and there will need to be an
arrangement worked out between the two partners relative to Bin Parts and
Repackaging. These types of assets could be similar to small items that could be
"Kitted" or "Bulk Packed", or perhaps packaging material shipped along with the
assets to be packaged at subsequent shipments. Those items and processes will
need to be worked out individually with the agreement of both parties and
mutually accepted process/s.
73
<PAGE>
CATEGORIES OF PACKAGING
SMALL LOOSE PARTS
Bulk packaging should not be used. Shipments received by Unisys that are bulk
packaged will be rejected.
INDIVIDUAL ELECTRONIC COMPONENTS
Components that are sensitive to electrostatic discharge (ESD) damage should be
packaged in a static safe container that complies with the "ESD Protective
Materials" section of this guide.
PLUG-IN BOARDS
Plug-in boards need to be protected from ESD damage by following the ESD
Protective Materials section of this guide and taking appropriate protective
measures which includes packing each plug-in board in a single foam-lined and
reusable container.
KITS
Kits or items with accessories should be consolidated into a single container.
MODULES
Parts in this category include disk drives, cathode ray tubes, printers,
monitors, keyboards, personal computers, power supplies, etc. These type parts
should be packed one per reusable container with a bursting strength of 275
pounds and to take adequate precautions to protect these parts from ESD, shock,
vibration and other distribution hazards.
MOTORS, TRANSFORMERS, LARGE CAPACITORS, ETC.
Large heavy parts (50 pounds or greater) should be packed one per container,
which must be made from a reusable, high-strength corrugated product such as a
double-wall, triple-wall, wood pack, or a combination of any/all of these.
PALLETIZED MATERIAL
Parts in this category include power modules, filters, fixed disk modules, etc.,
that are individually packaged. Unisys needs you to palletize packages of 100
pounds and greater for mechanical handling.
Unisys recommends that you use strapping, stretch wrap, shrink wrap, or
something similar each of adequate strength to secure the load to the pallet.
Corner protection from straps is also recommended for use when necessary.
PACKAGING QUALITY REQUIREMENTS
Unisys needs you to use these packaging quality requirements for all service
parts.
CLEANLINESS
It is expected that all parts will be clean and free from foreign materials such
as dirt, flux, toner, and dust. Unisys also recommends that all labels, tags and
stickers (other than mandatory regulatory items) are removed.
74
<PAGE>
PACKAGE DESIGN
Unisys needs you to use package design that will enable Unisys to easily remove
parts for inspection purposes (and reinsert them in the package) without
damaging or destroying the package.
Parts should also be packed packaged in proper size containers to prevent damage
and shifting within the container.
HANDLING HAZARDS
Containers should be kept free from handling hazards, such as staples, loose
banding, protruding nails, etc.
INTERNAL PACKAGING MATERIAL
Loose fill materials, such as sawdust, excelsior, peanuts, shredded paper,
newsprint, and similar materials should be avoided. Movable parts within an
assembly should be secured to insure no damage during handling.
Adequate padding or cushioning of items with sharp points or protrusions should
be provided to prevent damage to wraps or containers.
ESD PROTECTIVE MATERIALS
Electronic assemblies should be stored and shipped in a sealed static shielding
bag according to the attached standard. Static shielding (Faraday Cage) is an
electronically continuous conductive enclosure that provides electrostatic
shielding, i.e. a region of no electrostatic field. Bags manufactured from
Pink-Polly and #4000-0036 (electrostatic discharge damage prevention) black
Velostat do not qualify as static shielding. It is recommended that the bag be
sealed with a non-removable static warning label.
The static shielding bag should not be used as a shipping or storage container
and the shielded parts should be over-packed.
Unisys recommends that you use the following procedure for closing the static
shielding bag.
1. Select a bag size that will provide a minimum of 1"overlap on the
open end of the bag when the part is enclosed.
2. Fold the open end over and secure it with a label that designates
"Static Sensitive Part" AND the Supplier Package Seal label.
HAZARDOUS/RESTRICTED MATERIAL
UNISYS DOES NOT RECEIVE OR SHIP HAZARDOUS MATERIAL.
PART IDENTIFICATION AND MARKING
75
<PAGE>
Unisys needs you to use clear legible markings of adequate size, which can be
read by a person with normal, unaided vision. Unisys needs you to mark each part
with the Unisys part number and your company's part number. Unisys needs you to
put the Unisys part number on the outside packaging of all parts, packaging and
packing lists.
76
<PAGE>
EXTERIOR PART IDENTIFICATION AND MARKING
Unisys needs you to mark exterior containers or loads (label, stencil, printed)
with the following information:
a. Your company's name
b. Piece _____ of _____
c. Ship To address
d. Ship From address
e. Special handling notations (e.g. Fragile, ESD Sensitive, etc.)
INDIVIDUAL PART IDENTIFICATION AND MARKING
Unisys needs you to mark all primary individual unit containers with the
following information:
a. UNISYS PART NUMBER
b. YOUR COMPANY'S PART NUMBER
c. QUANTITY
d. INTERNATIONAL SHIPPING SYMBOLS, SUCH AS "FRAGILE", "THIS END UP",
ETC., WHEREVER APPLICABLE.
LABEL REQUIREMENTS
SUPPLIER PACKAGE SEAL LABEL
Unisys recommends you to seal all primary individual unit containers with a your
company's (or your parts provider's) Package Seal Label" to ensure part
integrity and as a means of identifying the source of the part which information
will be used by your company and Unisys to track and analyze failures, and to
control inventory. This seal may be a label or special sealing tape.
PACKAGE SEAL REQUIREMENTS
Unisys recommends you affix a Package Seal to the internal (example, anti-static
bag) and external (example, outer carton) packaging used with service parts
shipped to all facilities designated by Unisys. The purpose of the dual seals is
to demonstrate your company's commitment to the integrity of service part
quality for parts transported into Unisys logistics centers. The inner package
seal is particularly critical in providing part integrity, minimizing
re-certification costs and to help identify problems with your company's
sources. Unisys recommends you affix a Package Seal to the internal and the
external packaging at all points of entry to the packaging used with the
following categories of service parts:
a. Electronic Assemblies
b. Electronic Subassemblies
c. Electromechanical Assemblies
d. Electromechanical Subassemblies
e. Power Supplies with exposed electronic parts (i.e. not contained or
covered)
f. Cable with exposed electronic assemblies or parts
77
<PAGE>
PACKING LISTS
The Unisys logistics centers will utilize the Packing List to authenticate and
verify the contents that your company shipped to Unisys. These logistics centers
handle thousands of supplier receipts a month and Unisys wants to minimize the
corresponding discrepancy rate. Incomplete packing lists or no paperwork are
major contributors to these discrepancies.
PACKING LIST
UNISYS NEEDS YOU TO INCLUDE THE FOLLOWING ON THE PACKING LIST:
a. YOUR COMPANY'S NAME AND ADDRESS
b. YOUR COMPANY'S ORDER/REFERENCE NUMBER
c. YOUR COMPANY'S PART NUMBER
d. UNISYS PART NUMBER
e. UNISYS PURCHASE ORDER/REFERENCE NUMBER
f. QUANTITY SHIPPED/BACKORDERED
If your company's packing list is computer-generated and cannot accommodate the
Unisys part number, then Unisys needs you to use the ship to attention line or
comment section to indicate the Unisys part number. Unisys needs you to ensure
that the Packing List accompanies each shipment and be placed inside the
container and on top of the parts or if necessary securely fastened to the
outside of the container. Unisys needs you to mark clearly the box containing
the packing list with the following: PACKING LIST INSIDE SHIPPING CONTAINER.
If you ship multiple containers, we STRONGLY REQUEST a Packing List on each
container based on all multiple packages may not arrive the same day.
SHIPPING CONTAINER
Unisys needs you to mark clearly each container with the following information.
This information is particularly important if there are multiple containers to
the shipment.
a. Unisys address
b. Your company's name and address
c. Unisys Purchase/Reference Order number(s)
d. Carton _____ of _____ or pallet _____ of ______.
e. The number of packages per pallet
Unisys needs this information on all four sides of shipments that are on
pallets.
All shipments to Unisys must be pre paid
78
<PAGE>
EXHIBIT F
SAMPLE PARTS RECONCILIATION
LETTER OF AGREEMENT
Date: __________ __, 20__
Egenera, Inc.
(ADDRESS)
SUBJECT: LETTER OF ACCEPTANCE BETWEEN EGENERA, INC. ("EGENERA") AND UNISYS
CORPORATION ("UNISYS") FOR THE RECONCILIATION OF THE SPARE PARTS INVENTORY
OWNED BY EGENERA THAT IS MANAGED AND MAINTAINED BY UNISYS ON EGENERA'S
BEHALF.
Egenera and Unisys entered into a Master Services Agreement, dated ________
____, 200_ under which Unisys provides certain on-site hardware support remedial
maintenance and logistics services to Egenera (the "Master Services Agreement").
Company and Unisys agree that the spare parts that were consigned to Unisys by
Company to perform the Services have been fully accounted within the parameters
of the shrinkage allowance in the Master Services Agreement.
Egenera and Unisys agree that Unisys has no further financial responsibility for
lost Parts during the previous ________ (__) month measurement period ending
_____________ __, 200_, (the "Measurement Period"). If Unisys finds any lost
Parts unaccounted for in the previous Measurement Period which Unisys paid
Egenera the applicable amount over and above the allowed shrinkage, Unisys will
be credited for these found Parts as described in the Master Services Agreement.
Please have an authorized representative of Egenera confirm the Egenera's
agreement with the provisions of this letter by signing two (2) original copies,
and returning both to Unisys Corp., Unisys Way, Blue Bell PA, 19424 to the
attention of Ronald Schwartz, GIS Alliance Contracts Manager, M/S #E6-129.
Agreed and Accepted:
UNISYS CORPORATION EGENERA, INC.
By: /s/ Everett A. Dyer By: /s/ Al Lanzetta
-------------------------------- ------------------------------
Name: Everett A. Dyer Name: Al Lanzetta
Title: VP & GM GIS North America Title: Vice President, Egenera Enterprise
Services
79
<PAGE>
Date: 6/27/03 Date: June 24, 2003
80
<PAGE>
AMENDMENT NUMBER 1
TO THE MASTER SERVICE AGREEMENT
DATED JUNE 27TH, 2003
BETWEEN UNISYS CORPORATION ("UNISYS")
AND EGENERA, INC. ("EGENERA")
RECITALS
This Amendment is effective as of the later date of signature when signed by the
authorized representatives of both parties (the "Effective Date") by and between
Egenera, Inc., a Delaware corporation with a principal place of business at 165
Forest St., Marlboro, MA 01752 ("Egenera"), and Unisys Corp., with a principal
place of business at Unisys Way, Blue Bell, PA 19424 ("Unisys").
Egenera and Unisys have entered into an Agreement under which Unisys provides
certain on-site hardware support remedial maintenance services to Egenera's End
Users (the "Agreement").
Intended to be legally bound, Egenera and Unisys agree to amend the Agreement as
referenced in Terms and Conditions herein.
TERMS & CONDITIONS
1. REPLACE EGENERA REFERENCE IN SECTION 4.1 PROGRAM MANAGERS, IN THE
AGREEMENT, AS FOLLOWS;
Egenera: Director of Technical Operations
CJ Rotella165 Forest St.
Marlboro, MA 01752
Phone: 508-858-3164
After Hours: 866-301-3117
2. REPLACE EGENERA REFERENCE IN SECTION 4.2 CONTRACT ADMINISTRATORS, IN THE
AGREEMENT, AS FOLLOWS;
Egenera: Director of Technical Operations
CJ Rotella
165 Forest St.
Marlboro, MA 01752
Phone: 508-858-3127
3. DELETE SECTION 9.4 PARTS, FROM THE AGREEMENT IN ITS ENTIRETY, TO REFLECT
CHANGE FROM UNISYS TO 3RD PARTY PARTS LOGISTICS SUPPORT.
4. DELETE THE LAST SENTENCE IN SECTION 10.1 ENGINEERING CHANGES, IN THE
AGREEMENT, TO REFLECT CHANGE FROM UNISYS PARTS LOGISTICS SUPPORT, TO 3RD
PARTY SUPPORT.
1
<PAGE>
5. REPLACE THE EXHIBIT A SERVICE SOLUTION DESIGN DOCUMENT IN THE AGREEMENT,
WITH THE REVISED EXHIBIT A SERVICE SOLUTION DESIGN DOCUMENT, AS ATTACHED.
MAJOR CHANGES ARE REFERENCED AS FOLLOWS;
A) REPLACE LEVEL 2 HARDWARE SUPPORT IN SECTION 2.2.3 OF EXHIBIT A IN THE
AGREEMENT, WITH THE REVISED LEVEL 2 HARDWARE SUPPORT IN SECTION 2.2.3, AS
FOLLOWS;
LEVEL 2 HARDWARE SUPPORT:
The Unisys TAC (CSC) worldwide will support the on site technicians if
they are unable to resolve hardware related problems. The CSC may on
specific calls need remote connection to an Egenera Services server to
support customer problem resolution. Egenera will make such access
available when requested by the Unisys CSC. In the event Egenera is unable
to provide such access at the requested time, the call shall be
transferred to Egenera. Where access has been provided to the CSC and
appropriate resolution to the call cannot be reached, the CSC will
escalate the problem to Egenera in accordance with Section 3.1 herein.
B) REPLACE SECTION 2.4 OF EXHIBIT A IN THE AGREEMENT, WITH THE REVISED
SECTION 2.4 OF EXHIBIT A, AS FOLLOWS;
2.4 At the beginning of each week, Unisys shall provide Egenera's Vice
President of Global Services with legible copies of Unisys's service
call activity reports from the previous week. The data will be
extracted from the Unisys CMS system and include the following:
- Over view - Number of Calls phone fixed vs. On-site visits by month; by
quarter
- Detail Report
- Call Number [ticket#]
- Customer / site / Bladeframe number / element in frame
- Diagnosis and the fix
- Initial Contact Response time
- On-site Response time
- Parts used
C) DELETE EXHIBIT A-6 SPARING LEVELS FOR SERVICE PROVIDERS, FROM THE
AGREEMENT; THIS IS NOT IN USE.
D) REPLACE THE "PREREQUISITES" SECTION IN EXHIBIT A-7 TRAINING, IN THE
AGREEMENT, WITH THE REVISED "PREREQUISITES" SECTION IN EXHIBIT A-7
TRAINING, AS FOLLOWS;
PREREQUISITES
Students attending this course should have experience in the following
areas:
1. Will have read BladeFrame Technical Overview
2
<PAGE>
2. Have experience with the Linux Operating System, or other Unix based
operating system and will have completed the three (3) basic Linux Unisys
University courses
a) Course # 4555 Linux Getting Started
b) Course # 4533 Linux Fundamentals
c) Course # 4615 Linux Basic Networking
3. Have basic understanding of Linux Network Administration issues
4. Processing Area Network (PAN) administrators
5. Logical Processing Area Network (LPAN) administrators.
6. BladeFrame Application Developers
e) REPLACE THE FIRST LEVEL ESCALATION SECTION IN EXHIBIT A-9 CURRENT SERVICE
PROVIDER SUPPORT INFORMATION, IN THE AGREEMENT, WITH THE REVISED FIRST
LEVEL ESCALATION SECTION IN EXHIBIT A-9, AS FOLLOWS;
FIRST LEVEL ESCALATION:
[**] [**]
EXCEPT AS PROVIDED IN ABOVE TERMS & CONDITIONS, THE AGREEMENT REMAINS
UNMODIFIED.
UNISYS CORPORATION EGENERA INC.
BY: /s/ STEPHEN MARTIN BY: /s/ THOMAS F. SHEEHAN
-------------------------------- -------------------------------
TITLE: VP & GENERAL MANAGER TITLE: CHIEF FINANCIAL OFFICER
DATE: 3/23/04 DATE: 3/26/04
3
<PAGE>
EXHIBIT A: SERVICE SOLUTION DESIGN DOCUMENT
The purpose of this Exhibit A is to establish the additional terms and
conditions under which Egenera agrees to provide Unisys with replacement spare
parts, training, Level 2 software support and Level 3 technical support
(collectively, "Egenera Maintenance Offerings") and Unisys agrees to use such
Maintenance Offerings to provide, as a subcontractor to Egenera, Level 1
hardware and software support and Level 2 hardware technical support and
installation services to designated Egenera maintenance Customers who are under
contract with Egenera to receive the Services defined in this Service Solution
Design Document. (Such Level 1 and Level 2 Hardware Support are sometimes
hereinafter referred to as Unisys' "Maintenance Services".) Egenera hereby
authorizes Unisys, in accordance with the terms of the Master Services Agreement
and this Exhibit, to use Egenera's Maintenance Offerings to maintain such
Customers' Products specified in writing by Egenera (hereinafter "Customers").
Any other use of the Egenera Maintenance Offerings is prohibited.
1. DEFINITIONS
"EGENERA HARDWARE" means the standard Egenera-labeled hardware offered for
sale by Egenera.
"EGENERA SOFTWARE" means the standard Egenera labeled software, in object
code form, including firmware and software embedded in the Egenera
Hardware, and certain related documentation (including CD-ROM duplicates),
that Egenera licenses to operate in combination with the Egenera Hardware.
"EGENERA PRODUCTS" means Egenera Hardware and Egenera Software.
"ENTERPRISE SERVICE" means the service described in EXHIBIT A-1 hereto,
which Unisys agrees to provide on the specified Products of a designated
Customer.
"ENTERPRISE PPM SERVICE" means the service described in EXHIBIT A-2
hereto, which Unisys agrees to provide on the specified Products of a
designated Customer.
"FRU" means "Field Replaceable Unit". It is an Egenera Hardware component
designed for replacement by Unisys. It requires technical expertise to
replace. This may include training, detailed work instructions and
diagnostic and mechanical tools "INSTALLATION SERVICES" means "Basic
Set-Up" (setting up and powering up the Egenera Hardware, and booting up
the operating system of the Egenera Hardware) as more fully described in
EXHIBIT A-5 hereto, which Unisys agrees to provide on the specified
Products of a designated Customer.
"OPEN SOURCE MATERIALS" is a Third Party Software that is supplied under
open-source software license agreements, such as the GNU Public License,
including any modifications to such software made by Egenera.
4
<PAGE>
"PRODUCTS" means Egenera Hardware, Egenera Software and, unless
differentiated, Third Party Software set forth in EXHIBIT A-11, which may
be amended upon the written agreement of the parties from time to time.
"MOI" means Manufactured Own Inventory described in Exhibit A-5.
"SOFTWARE PRODUCT" means Egenera Software and, unless differentiated,
Third Party Software (Linux Open Source Software).
"STANDARD WARRANTY SERVICE" means the service described in EXHIBIT A-3
hereto, which Unisys agrees to provide on Products on the specified
Products of a designated Customer that are still covered by Egenera's
standard warranty.
"SEVERITY LEVEL 1" means a service event where there has been a total
Egenera system failure (e.g. system crashes or locks up.)
"SEVERITY LEVEL 2" means a service event where a major function of the
Egenera system is critical and not working.
"SEVERITY LEVEL 3" means a service event where there is a "bug" within the
functional component of the Egenera system, but there is a workaround
solution.
"SEVERITY LEVEL 4" means a service event where there is a minor error in
the Egenera system or the system's improper operation is causing
inconvenience to the Customer, such as documentation errors.
"SEVERITY LEVEL 5" means an Egenera Hardware or Egenera Software
enhancement request by the Customer.
"MAINTENANCE UPDATES" consist of generally released bug fixes, patches,
maintenance releases, updates and related documentation that Egenera, as a
component of LEVEL 3 SUPPORT, provided on the Egenera CRM system or
distributed by normal overnight courier to those designated Customers to
whom Egenera is under contract to provide Standard Warranty Service,
Software Subscription Service, Enterprise PPM Service or Enterprise
Service. Maintenance Updates may not include patches, fixes, updates or
upgrades to Third-Party Software. Each new Maintenance Update is
identified by the first numeral to the right of the decimal point, with
the newer Maintenance Update having the larger numeral (e.g. Maintenance
Update 2.5.2 is newer than 2.5.1). Such Maintenance Updates are licensed
by Egenera only in accordance with the terms and conditions of the
SOFTWARE LICENSE set forth in EXHIBIT A-10 hereto.
"SOFTWARE UPGRADES" consist of either (1) a generally available "Major
Release", which is intended to provide significant functionality
enhancements as well as incorporate cumulative bug fixes and patches since
the most recent release of the Egenera Software or (2) a generally
available "Minor Release", which is intended to provide incremental
functionality enhancements as well as incorporate cumulative bug fixes and
patches since the most recent release of the Egenera Software. Egenera
will only distribute the
5
<PAGE>
Software Upgrades to those Customers with which Egenera has a one-year
service contract to provide Software Subscription Service, Enterprise PPM
Service, or Enterprise Service. Such Software Upgrades are licensed by
Egenera only in accordance with the terms and conditions of the SOFTWARE
LICENSE set forth in EXHIBIT A-10.
"TAC" means a Technical Assistance Center.
"THIRD PARTY SOFTWARE" means software provided by Egenera that is labeled
with another company's name and is not owned by Egenera. Linux Open Source
Software is an example of Third Party Software.
"PPM" means Principal Period of Maintenance for nine contiguous hours
between the hours of 7:00 AM to 6:00 PM at the End User location where
Unisys has agreed to provide services under this Agreement or a Local
agreement, Monday through Friday, excluding the following holidays: New
Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day in the US and locally recognized holidays in the Local
Provider's territory.
2. UNISYS RESPONSIBILITIES
2.1 Unisys shall act as the direct contact point and interface with designated
Customers for all Product-related Maintenance Services, including, but not
limited to, responding to error correction requests. For each Customer
service incident, Unisys will generate a Call Management System (CMS)
ticket on its own CMS system and enter in all of the details of the
Product related problem and attach logs that are necessary to debug the
problem. Assistance provided by Egenera shall be in accordance with
ARTICLE 3 hereof and may only be requested by Unisys' TAC except in the
Asia Pacific Theater, where the Unisys TAC will not be engaged.
2.2 The on-site and remote LEVEL 1 and LEVEL 2 SUPPORT Unisys shall provide to
each designated Customer as part of its Maintenance Services shall consist
of the following:
2.2.1 Unisys must diagnose a Product problem to the failing FRU and in
accordance with the Manufacturers Owned Inventory (MOI) process
described in EXHIBIT A-5 for the use and disposition of defective
Parts in the respective Theaters.
2.2.2 Unisys must provide all on-site services the designated Customer
requires as defined in this SOW on the specified Products,
including, but not limited to, the installation of all Products,
exchange or replacement of malfunctioning Product parts or
components, and the furnishing and installation of all
Egenera-supplied Field Change Orders ("FCOs") will be separately
priced). Egenera will pay Unisys on a time and materials basis for
non-remedial Field Change order replacements requested by Egenera.
In such cases, Egenera shall provide Unisys the necessary
instructions and materials at Egenera's expense.
6
<PAGE>
2.2.3 The Level 1 and Level 2 Support to be provided by Unisys at the
designated Customers sites on the specified Products and from its
Technical Assistance Center shall also consist of the following:
LEVEL 1 SUPPORT: Unisys shall:
- Customer call home email will be monitored by Egenera Technical Services and
forwarded to Unisys via Support On line or an 800 number in the U.S. or a
local telephone number outside the U.S.
- receive all Services related calls from the Customers via Support On Line or
an 800 number in the US or a local telephone number outside the US,
- log all calls from the Customers into the Unisys Call Management System (CMS)
and provide therein a full description of the Product related problem and
the actions taken to resolve it,
- verify the entitlement and complete the necessary procedures for time and
material invoicing when necessary, and
- answer configuration questions, most of which would fall into the following
categories:
- Site Survey related questions - power, cabling and the like
- Bladeframe Architecture questions
- PanMgr Configuration Questions
- RedHat Linux related configuration questions-operational help and
known problem fixes as indicated in Egenera's knowledge base
accessed via the Web or Red Hat's web site
- TCP/IP Networking related questions
- If it is an installation/on-site request from the Customer, dispatch
qualified Unisys personnel
- If it is a hardware Product issue (dead cblade, pblade, sblade),
Unisys must troubleshoot the problem, and dispatch appropriate
part/personnel.
- Request the Customer to run "save_state.sh" and ftp the logs
- Identify feature Enhancement requests from its Customers and funnel
them to Egenera Corporate via CMS.
7
<PAGE>
LEVEL 2 HARDWARE SUPPORT:
The Unisys TAC (CSC) worldwide will support the on site technicians if
they are unable to resolve hardware related problems. The CSC may on
specific calls need remote connection to an Egenera Services server to
support customer problem resolution. Egenera will make such access
available when requested by the Unisys CSC. In the event Egenera is unable
to provide such access at the requested time, the call shall be
transferred to Egenera. Where access has been provided to the CSC and
appropriate resolution to the call cannot be reached, the CSC will
escalate the problem to Egenera in accordance with Section 3.1 herein.
2.2.4 RESPONSE TIMES OF LEVEL 1 and LEVEL 2 HARDWARE SUPPORT: Unisys shall
respond to LEVEL 1 and LEVEL 2 related Product problems within the
response time requirements specified in EXHIBITS A-1, A-2 AND A-3,
as applicable.
2.3 Unisys must designate one primary and two secondary TAC technical support
personnel to act as the direct contact and interface with Egenera on
Unisys Maintenance Service issues.
2.4 At the beginning of each week, Unisys shall provide EGENERA'S VICE
PRESIDENT OF GLOBAL SERVICES with legible copies of Unisys's service call
activity reports from the previous week. The data will be extracted from
the Unisys CMS system and include the following:
- Over view - Number of Calls phone fixed vs On-site visits by month;
by quarter
- Detail Report
- Call Number [ticket#]
- Customer / site / Bladeframe number / element in frame
- Diagnosis and the fix
- Initial Contact Response time
- On-site Response time
- Parts used
2.5 Before requesting Maintenance Service related assistance from Egenera,
Unisys must first:
2.5.1 ensure that all applicable Hardware Product diagnostic routines have
been executed and verify the existence of the error;
2.5.2 ascertain and document the conditions under which a Software Product
problem may be duplicated;
2.5.3 identify and specify in writing the processes required to duplicate
a reported Product problem;
8
<PAGE>
2.5.4 if using its own system, call Egenera when the calls are being
escalated to Egenera Engineers. Unisys shall handle all Level 1, and
all Level 2 Hardware service calls. In order to receive Level 3
Support from Egenera, Unisys must escalate the applicable unresolved
service call to Egenera and contacting Egenera's TAC by calling the
appropriate telephone number specified in Egenera's then-current
escalation procedures, a current copy of which is attached as
Exhibit A-9. Unisys will also enter the call via the Web into the
Egenera CMS.
3. EGENERA RESPONSIBILITIES AND TECHNICAL SUPPORT SERVICES
3.1 Egenera will use its reasonable efforts in the form of Level 2 Software
support and LEVEL 3 SUPPORT to assist Unisys in the resolution or
verification of Egenera Product problems reported by Unisys at a
designated Customer site. Such support shall be available to Unisys, via
telephone, formatted E-mail or fax, during Unisys's selected, local time
coverage hours. In order to receive Level 2 Software Support and LEVEL 3
SUPPORT, Unisys must first escalate an unresolved Product problem to
Egenera and contact Egenera's TAC by calling the Egenera designated
telephone number. THE LEVEL 2 AND 3 SUPPORT assistance Egenera shall
provide Unisys shall consist of the following:
LEVEL 2 SOFTWARE SUPPORT:
- analyze save state outputs
- conduct Crash dump analysis
- debug Storage related interoperability issues
- debug Application related interoperability issues
LEVEL 3 SUPPORT:
- Egenera shall create a Bug Track ticket and escalate the call to
Egenera Engineering.
- If requested, Egenera shall provide reasonable assistance to Unisys
in its efforts to resolve Product problems that Unisys's TAC did not
resolve.
- Egenera shall escalate save_state relate issues seeking clarity and
feedback to help diagnose problems.
- If deemed necessary by Egenera, at Unisys's request, Egenera shall
make an Egenera Technical Service Engineer ("TSE") available to
assist Unisys at the Customer's site at no charge to Unisys.
- Egenera shall provide Unisys with Maintenance Updates. Egenera is
responsible to distribute these updates to Unisys and the end user.
9
<PAGE>
- Egenera's Maintenance Offerings and related services hereunder apply
only to and only cover Egenera's then-current Major release of the
Egenera Software and the immediately preceding Major release.
Egenera is responsible to distribute Software Upgrades to Unisys and
the end user.
3.2 THIRD PARTY SOFTWARE PROBLEMS: Unless Unisys has a technical service
relationship with Red Hat, Inc., Unisys should report unresolved Red Hat,
Inc. Third Party Software related Product problems to Egenera rather than
to Red Hat, Inc.
3.3 For a minimum of thirty (30) days from the date Unisys Services are
initiated in a specific geographic area and at no additional charge,
Egenera will make a Technical Support Engineer available to assist with:
- Site Surveys
- Installations
- Level 1 and Level 2 Technical Support to SP and the Customer
- Customer on-site service calls if required and requested by Unisys
3.4 Egenera shall provide a training instructor to deliver the Egenera
BladeFrame System Administration, Blade Frame Troubleshooting and Blade
Frame Installation courses to Unisys at Unisys's site in the country where
the Services are to be performed. The course will last approximately 5
days. Such training shall coincide with the Egenera's first shipment of
applicable Product within a territory covered by the Master Agreement. Any
course updates, which will require additional Unisys training, will be at
Egenera's expense. This additional training will be either instructor led
or via CBT per mutual agreement.
3.5 At a mutually agreeable time, Egenera shall also provide training at
Unisys's site on how to conduct business in the following areas:
- MOI procedures (Unisys will train Egenera on this process)
- Escalation procedures
- Parts ordering procedures
- CMS, Automated Call Distribution ("ACD") & other tools
- Placing a call to Egenera Technical support center
- Physical BladeFrame(TM) installation
- BladeFrame(TM) troubleshooting
10
<PAGE>
- New Product introduction
3.6 Egenera reserves the right to determine the date, time, method and content
of all training provided hereunder. All training shall be conducted in the
English language. All Unisys personnel receiving training shall be fluent
in the English language. Unisys agrees to secure any labor permit or other
authorization required for Egenera's personnel to provide any training or
maintenance/support assistance it may provide Unisys in the Territory.
4. EGENERA'S SPARE PART REPLACEMENT PROCESS
Egenera agrees to provide Unisys with the ability to order required spare
parts (FRUs) for the Products, directly from the Egenera logistics
partner, UPS, in accordance with the Master Services Agreement, Exhibit
A-5 hereto, and the following:
4.1 BladeFrame hardware Product components are identified as FRUs. FRUs (Field
Replaceable Units) require a Unisys Technical Service Engineer to replace.
If the failing part is a FRU, the Unisys Technical Service Engineer will
perform the replacement.
4.2 All Egenera manufactured parts handled by Unisys will remain the property
of Egenera.
4.3 Unisys is responsible for returning all defective FRU parts to Egenera's
in country freight forwarder, except in the Asia Pacific Theater, where
non-defective Parts are held at the Client's site, and defectives are left
at the Client's site after a repair service is completed. Unisys will
return the part to the carrier within nine (9) days after Customer's
receipt of the replacement spare part. The replacement spare part
packaging must be utilized to return the replaced part. Egenera will be
the importer of record for returning the Part to the US. Egenera is
responsible for all local taxes and duties relating to imports into the
U.S.
11
<PAGE>
5. CALL FLOW
[FLOW CHART]
12
<PAGE>
This call flow depicts the events relative to warranty and post warranty
services delivered by Unisys on behalf of Egenera to their End Users.
For Services under this Agreement, Egenera will contract directly with their End
Users, by enrolling Covered Equipment under a Egenera maintenance plan, in
accordance with this SOW.
Unisys shall take first call from Egenera End Users, entitle the caller based on
accepted orders under this Agreement and determine if the problem is in the
server. If the problem is not server related, Unisys will transfer the service
call to Egenera.
The Egenera end user will place the service call with Unisys utilizing one of
the following means:
1) The Unisys web based call entry tool (Support On Line). Each of Egenera's
end users will be set up with their own Support On Line sub-account access
by Egenera in order to place service calls and view their open calls and
call history. Egenera will train their end users in the use of Support On
Line.
2) An 800# telephone facility in the US or a local telephone number outside
the US. When Support On Line is not available, the end user will call the
Call Reception Center (CRC) to place their service requests. Voice calls
will be directed to the appropriate Unisys CRC.
The CRC will capture information about the End User and the reported problem and
will open a service request to the Unisys CSC (Support on Line will
automatically route the call to the CSC). The CSC may contact the End User
directly to investigate the problem and to determine what resolution is required
to resolve the reported symptom. If the CSC is required and is able to resolve
the problem over the telephone (generally a software reconfiguration problem or
known fix), they will close the ticket in their call management system. If the
problem is hardware related and a part is required, the CSC will diagnose to the
FRU level and contact the CRC to re-route the call to the Action Center. The CRC
will update the call in SRMS with the recommended part and route to the Action
Center. If the CSC or the Action Center requires assistance in diagnosing a
problem on site they will request having the call routed to the field as "Labor
only". This will be stated in the call notes and a CSR dispatched on site
accordingly.
When the call is rerouted to the Action Center from CSC, it will either
recommend a specific part be ordered or state "Labor only". If a part is
requested the Action Center will place the order on GLS. In the US an email will
be sent to CPAC alerting them to the order. CPAC will then, using the directions
enclosed in the email, order the needed part(s) from UPS to be shipped directly
to the end user location or the CSR. In Europe the CRC rather than CPAC will
create the parts order, contact UPS for the parts shipping details and update
the Global logistics System with the shipping details. In all cases, the Action
Center will dispatch the call to the appropriate Unisys field service unit. The
Action Center will then update the call with call status. SRMS will dispatch a
Unisys Customer Service Representative ("CSR") to meet the part at the client
site. The CSR will restore the unit utilizing the part, or, if dispatched by the
CSC, will contact the
13
<PAGE>
CSC to assist in troubleshooting at their direction. If a part was utilized, the
CSR should fill out the enclosed Egenera return tag and affix any labeling as
per enclosed instructions.
In the US, each repairable replacement part will come with a preprinted waybill
to be used for the return of the defective part directly to Egenera. Once the
unit is restored, the CSR is to close the call in SRMS with model number and
serial in and out information along with the return waybill number. The CSR is
responsible to get this FRU part to the designated carrier for return to
Egenera.
In Europe each repairable replacement part will come with a preprinted waybill
to be used for the return of the defective part directly to the UPS stocking
location in country that supplied the part. The CSR will then place a call to
UPS to request the pickup of the defective and will record the pickup request
reference number on call closure in SRMS.
In the Asia Pacific Theater, the CRC will capture information about the End User
and the reported problem and will open a service request to the local in country
CSR (Support on Line will automatically route the call to the CSR). If the
problem is hardware related, the CSR will diagnose to the required FRU and will
use spares located on site. Upon completion of the call the CSR will record the
serial in / out information in SRMS. The CSR will then contact the PMO if email
details are needed, and inform them of the part usage. The CSR should fill out
the enclosed Egenera return tag and place the defective back into the existing
packaging ready for shipment. The PMO will then contact Egenera to have them
arrange for the replacement of the defective If the call is software related,
the CSR will resolve the issue over the telephone.
If the CSR is unable to resolve the hardware problem, the CSR will contact the
CSC If 3rd level support is necessary for Egenera hardware or software problems,
the CSC (or the CSR in the Asia Pacific Theater) will request support from
Egenera by calling a toll-free number provided in advance by Egenera and also
enter the service request in the Egenera CMS as is shown in Exhibit A-9. The
Egenera ticket number should be cross-referenced to the Unisys ticket number in
each system.
14
<PAGE>
EXHIBIT A-1
ENTERPRISE SERVICE (24X7X365)
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
24 X 7 X 365 ON SITE Four (4) hours from Initial Customer contact
PART REPLACEMENT DELIVERED TO SITE Four (4) hours from Initial Customer contact
24 X 7 X 365 TELEPHONE SUPPORT FROM One (1) hour by telephone call (English)
RECEIPT OF CUSTOMER CALL
SOFTWARE UPGRADE INSTALLATION Five (5) business days from Customer request
PROBLEM RESOLUTION PROCESS
Severity 1 and 2 24 x 7 x 365 per mutually agreed escalation process
Severity 3 and 4 24 x 7 x 365 per mutually agreed escalation process
Severity 5 24 x 7 x 365 per mutually agreed escalation process
QUARTERLY REVIEW WITH CUSTOMER (See Within ten (10) business days of Quarter's end
EXHIBITS A-8 and A-8-1.)
INSTALLATION (See EXHIBIT A-4 for Five (5) business days from Customer request
description.)
15
<PAGE>
EXHIBIT A-2
ENTERPRISE PRINCIPAL PERIOD OF MAINTENANCE (PPM) SERVICE
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
ON SITE Four (4) hours from Initial Customer contact during PPM
PART REPLACEMENT DELIVERED TO SITE Four (4) hours from Initial Customer contact during PPM
PPM TELEPHONE SUPPORT FROM RECEIPT One (1) hour by telephone call during PPM (English)
OF CUSTOMER CALL
SOFTWARE UPGRADE INSTALLATION Five (5) business days from Customer request
PROBLEM RESOLUTION PROCESS
Severity 1 and 2 24 x 7 x 365 per mutually agreed escalation process
Severity 3 and 4 24 x 7 x 365 per mutually agreed escalation process
Severity 5 24 x 7 x 365 per mutually agreed escalation process
INSTALLATION (See EXHIBIT A-4 for Five (5) business days from Customer request
description.)
16
<PAGE>
EXHIBIT A-3
STANDARD WARRANTY SERVICE
SERVICE ACTIVITY SERVICE LEVEL RESPONSE BY UNISYS
---------------- --------------------------------
PART REPLACEMENT DELIVERED TO SITE Next Business Day
INITIAL RESPONSE FROM RECEIPT OF CUSTOMER
CONTACT VIA EMAIL/CALL HOME
Received During Normal Business Hours Two (2) hours by telephone call
PROBLEM RESOLUTION Continuous effort during normal business
hours as required by Egenera
SOFTWARE MAINTENANCE UPDATE INSTALLATION Installed by Customer
17
<PAGE>
EXHIBIT A-4
INSTALLATION
GOAL OF INSTALLATION
Confirm that a BladeFrame is physically installed and that at least one pServer
boots up from some operation system stored on an external storage. In order to
achieve the goal, use the following resource names temporarily if relevant
resource names are not finalized.
LPAN lpan1
PServer pserver1
Vswitch sw1
SERVICE ACTIVITIES
Unisys shall conduct the following installation activities in accordance with
the instruction of a BladeFrame selling agency or a contractor for the
installation.
1. PRE-SITE SURVEY
Unisys shall attend Pre-site survey and check the following items with
Customer and selling agency
- moving path and floor space
- power source and connector
- external storage and external network (vendor, model, configuration)
- IP resources (panmgr, cb1 and cb2, gw, netmask, etc.)
- BladeFrame resource definition (lpan, pServer, etc.)
- mailing resource (Call Home)
- facilities for online support (dial-up line and relevant facilities)
2. INSTALLATION
- Physically unpack BladeFramea and Blades from shipping containers
- Physically position BladeFrame and Install BladeFrame software
- Run an internal verification program (IVP) for 2hours
- Gather IVP log, save_state output
18
<PAGE>
- Delete IVP
- Gather Customer info.
- Register an installation record on SRMS and create an installation report
19
<PAGE>
EXHIBIT A-5
MOI AND PART REPLENISHMENT PROCESS
GENERAL:
1. Egenera will define the quantity and location of spare parts it
requires UPS to hold in order to support its customer installed base, and
ship these initial spare parts to the UPS defined delivery address.
2. Unisys will return the defective part to the Egenera carrier within
[**] after use of the replacement spare in the US and within [**] outside
the US. Egenera's freight forwarder will be responsible for creating the
commercial invoice for the return part shipment. Parts not received by
Egenera's freight forwarder will be governed by the terms of the Master
Service Agreement. Egenera will provide Unisys with a periodic list of
outstanding unreturned parts to be researched.
3. In the Asia Pacific Theater, Egenera will maintain Parts at Client
locations.
PROPOSED LOGISTICS FRU PARTS FLOW FOR PARTS HELD AT UPS
a. Unisys determines the part requirement based on end user input.
b. The Unisys Action Center will order the replacement part through GLS
(or through the CSR in the Asia Pacific Theater) from inventory positioned
by Egenera and stocked by UPS. (Parts are held on-site in the Asia Pacific
Theater)
c. The replacement part ships with a pre-addressed, pre-paid return
airbill inside the box to the end user site.
d. The CSR will meet the FRU part at the end user site, performs the
repair and closes the call in SRMS reflecting parts usage.
e. The CSR then repackages the defective FRU placing the enclosed
waybill on the outside of the box. In the US the CSR would then drop the
package at an authorized UPS drop point, i.e. Mailboxes Etc, UPS, Staples.
In Europe the CSR at call completion would call UPS and request a package
pickup and record the pickup reference number at the time of call closure
in SRMS along with SI/SO and waybill number information.
TO ENABLE THIS PROCESS, THE FOLLOWING MUST OCCUR:
a) Egenera will define the quantity and location of spares parts it
requires UPS to hold in order to support its customer installed base.
b) Unique part numbers must be generated to allow the receipt of parts
into the Unisys Global Logistics System (GLS). These can be requested via
the Unisys GLS website that will be established for Egenera.
20
<PAGE>
c) All Parts placed into UPS inventory will include pre-paid,
pre-addressed return waybills, to be furnished by Egenera in the box of
the replacement part.
d) Unisys will create a website for use by Egenera for tracking of all
field part orders and usage.
e) The end user places a service request to the Unisys CRC .The Part
order flows to Unisys GLS and CPAC in the US, and CRC in the UK, will then
contact UPS via an Toll free 800# and order the required parts. UPS will
provide shipping information at the time of the part order and this
information will be placed in GLS and recorded on the SRMS ticket.
21
<PAGE>
EXHIBIT A-6
SPARING LEVELS FOR SERVICE PROVIDERS - NOT USED
22
<PAGE>
EXHIBIT A-7
EGENERA BLADEFRAME SYSTEM ADMINISTRATION COURSE
COURSE DESCRIPTIONS
The Egenera BladeFrame System Administration course is designed to provide
students with the core skills needed to perform basic BladeFrame system
administrative tasks. These tasks include:
1. Administration of Processing Area Networks (PANs)
2. The design and provisioning of Logical Processing Area Networks
(LPANs)
3. Configuration of LPAN resources as pServers and vNets
4. Configuration of applications and services hosted by LPANs for high
availability and load balancing.
The course is conducted over a two-day period with the time divided between
lecture and lab. Approximately 40% of the course is lecture based and 60% is
spent in hands on configuration labs.
The course consists of the following lessons:
1. Introduction to Egenera BladeFrame System
2. Designing and Creating Logical Processing Area Networks
3. Configuring Logical Processing Area Networks
4. Configuring Hardware for High Availability
5. Installing and Configuring Applications For High Availability
6. Configuring Load-balancing Clusters
Below is a table outlining what is covered in each section and on what day it is
covered:
DAY LESSON LECTURE LABS
--- ------ ------- ----
1 1 Basic review of BladeFrame foundations and concept 1. Naming the BladeFrame
leading to a better understanding of the Egenera 2. Configuring Ethernet Ports on
paradigm. Physical and Logical components are cBlades
discussed as well as what job functions are 3. Configuring redundant Ethernet
performed at different administrative levels connections (rEths)
4. Creating virtual switches
1 2 PAN Administration functions are reviewed. LPAN 1. Examine PAN Resources
design and creation are discussed as well as users 2. Design and LPAN
and assigning users to specific roles with in the 3. Create LPAN
23
<PAGE>
PAN and or LPAN. 4. Assigning LPAN Administrators
1 3 Students now are acting as LPAN Administrators. In 1. Creating pServers
this role students create a virtual network 2. Assigning Disk to pServers
consisting of 3 servers using those resources 3. Creating vEths
assigned to their LPAN from the previous lesson. 4. Define pServer Boot Options
5. Booting the LPAN
1 4 Students' tests hardware high availability by 1. Configure Hardware Fail Over
setting up a local fail over pool and failing one of 2. Testing Hardware Fail Over
their pServers over to it. 3. Removing Hardware Fail Over.
2 5 Students review the first 4 lessons as the start of 1. Configuring Application
the day then begin the process of creating Resources
application fail over. Applications are created as 2. Configuring Application Fail
are their resources (file systems, IP addresses, and Over resources
disks). Applications then have fail over policies 3. Configuring the Monitoring
applied and tested. Service
4. Testing Applications
5. Removing Application Fail Over
2 6 Students create load balance service with one of 1. Creating Load Balancing Service
their pServer and set the other 2 pServers to become 2. Creating Load Balanced Members
load balance members. Each load-balanced member is Resources
setup as a web server and load balancing is tested. 3. Testing Load Balance Service
4. Removing Load Balanced Service
PREREQUISITES
Students attending this course should have experience in the following areas:
1. Will have read BladeFrame Technical Overview
2. Have experience with the Linux Operating System, or other Unix based
operating system and have completed the Unisys Redhat three (3) basic
Redhat Universty courses.
3. Have basic understanding of Linux Network Administration issues
4. Processing Area Network (PAN) administrators
5. Logical Processing Area Network (LPAN) administrators.
6. BladeFrame Application Developers
RECOMMENDED PRE-COURSE READING
"In Search of Clusters" by Gregory Pfister, Prentice Hall
24
<PAGE>
"Red Hat System Administration Unleashed" by Thomas Schenk et al. SAMS
"Taking Control of the Internet Data Center" (White Paper) www.egenera.com
"Guidelines for Effective E-Business Infrastructure Management" (White Paper)
www.egenera.com
"The Pros and Cons of Server Clustering in the ASP Environment" (White Paper)
www.egenera.com
INTENDED AUDIENCE
This course is intended for Egenera BladeFrame system administrators and anyone
who needs to understand Egenera BladeFrame configuration and administrative
tasks. This includes:
1. Processing Area Network (PAN) administrators
2. Logical Processing Area Network (LPAN) administrators.
3. BladeFrame Application Developers
25
<PAGE>
EXHIBIT A-8
QUARTERLY REVIEW
Scheduled within ten (10) business days of Calendar Quarter end
Conducted by Technical Support Engineer
Reviews of past Quarter's Call history
Rating of past Quarter's service
Completed Quarterly Review Form (See EXHIBIT A-8-1.)
<PAGE>
EXHIBIT A-8-1
QUARTERLY REVIEW FORM
CUSTOMER QUARTERLY REVIEW OF SERVICE PERFORMANCE
CUSTOMER (COMPANY) NAME:_____________________________ Date held:_______________
Customer Location: __________________________________
CUSTOMER PERSONNEL IN ATTENDANCE: NAME, TITLE AND TELEPHONE NUMBER
______________________________________
______________________________________
______________________________________
Number of Egenera Blade Frames(TM): _________________________
Number of Egenera PBlades(TM): ______________________________
PREVIOUS QUARTER'S SERVICE HISTORY REVIEWED? Y/N
SERVICE SATISFACTION:
DISSATISFIED SATISFIED VERY SATISFIED
------------ --------- --------------
1) Responding in a timely manner ____________ _________ _______________
2) Technical expertise of Technical Engineer ____________ _________ _______________
3) Ability to solve the problem ____________ _________ _______________
4) Courteous and professional ____________ _________ _______________
5) Overall Service delivery ____________ _________ _______________
COMMENTS: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Attach additional page if necessary.)
--------------------------------------------------------------------------------
NAME OF CUSTOMER'S CUSTOMER'S REPRESENTATIVE'S TITLE:
AUTHORIZED REPRESENTATIVE: SIGNATURE:
(PRINT NAME):
------------------------- --------------------------- ----------------
Service Provider's Company Name (if not Egenera):_______________________________
Technical Support Engineer's Name (Print): _____________________________________
27
<PAGE>
Technical Support Engineer's Signature: ________________________________________
Other Egenera/Service Provider Personnel attending meeting:
NAME COMPANY AND TITLE
---- -----------------
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________ ____________________________________
28
<PAGE>
EXHIBIT A-9
CURRENT SERVICE PROVIDER SUPPORT INFORMATION
EGENERA TOLL FREE NUMBER
0800-9170376 (UK); 866-301-3117 (USA); 0066-33-801337 (JAPAN)
Service Provider can reach "Egenera Technical Services" 7X24 by calling the
applicable toll free number
EGENERA SUPPORT WWW http://support.egenera.com
Service Provider can open tickets by connecting to this WWW site 7X24. Service
Provider can obtain login to the Egenera Customer Management System by calling
the Egenera Toll Free number.
EGENERA EMAIL support@egenera.com
INTERNAL ESCALATION - EGENERA
Service Provider is expected to escalate the call to Egenera, if after working
on a Customer issue, it is unable to resolve the problem.
Service Provider's escalation process begins by either calling Egenera at the
appropriate Toll free number specified above or by escalating the ticket via
Egenera's CRM system.
Service Provider can contact Egenera's Director of Technical Services or Vice
President of Egenera Enterprise Services, as appropriate, during the escalation
duration to get status updates on the existing open ticket.
FIRST LEVEL ESCALATION:
[**]
SECOND LEVEL ESCALATION:
[**]EUROPE:
[**]JAPAN:
[**]
29
<PAGE>
EXHIBIT A-10
ARTICLE I
SOFTWARE LICENSE. Unisys's nonexclusive Software license to use the maintenance
updates and software upgrades provided by Egenera as a component of its LEVEL 3
Support is subject to the following license provisions:
OWNERSHIP. Such software products are owned and copyrighted by Egenera or its
third party suppliers and title to, ownership of and all applicable rights in
patents, copyrights and trade secrets in the software products shall not
transfer to Unisys. Subject to Unisys paying the appropriate Software Product
license fee, Unisys is hereby granted a nonexclusive license to use such
software products in object form only on the Egenera Hardware Product for which
it was intended. Unisys's license is not a sale of any rights in such software
products. All ownership rights remain in Egenera or its third party suppliers,
as the case may be.
COPIES. Unisys may make a single copy of the object code of such software
products solely for backup or archival purposes or when copying is an essential
step in the authorized use of the associated Egenera Hardware and Software
Products. All copyright and other proprietary or restricted rights notices in
the original Software Product must be retained on all copies. Unisys may not
copy any of the enclosed books or printed materials that are part of the
software product.
ADDITIONAL RESTRICTIONS. Except to the extent permitted above, Unisys may not:
modify, translate, reverse engineer, decompile, disassemble, otherwise attempt
to obtain the source code of, or create derivative works based on, such software
products; copy (including copying onto a bulletin board or similar system) the
software products other than as specified above; rent, lease, time share, grant
a security interest in, or otherwise transfer rights to the software products
except as set forth in "Transfer" below; or remove any proprietary notices or
labels on the software products; or disclose or otherwise make available the
software products in any form to anyone other than Unisys's employees,
subcontractors, consultants or independent contractors who have agreed to the
terms of this Software license. If Unisys is using the software products in any
country in the European Community, the prohibition against modifying,
translating, reverse engineering, decompiling, disassembling, or creating
derivative works based on the Software Products does not affect Unisys's rights
under any legislation implementing the E.C. Council Directive on the Legal
Protection of Computer Programs.
TRANSFER. Unisys may only transfer such software products to designated
Customers to whom Egenera is obligated to provide Maintenance Updates and/or
Software Upgrades pursuant to Service Offerings such Customers have purchased
from Egenera. Unisys may only install such software on Customer Products covered
by such Service Offerings. Except as expressly provided herein, Unisys has no
right to sublicense loan, rent, lease or allow any other entity to use the
Software Products. Unisys may receive the Software Products in more than one
medium, for example CD-ROM or by Internet. Unisys may not use or install the
other medium on another hardware product. Unisys shall be fully responsible for
the compliance of Unisys's employees, subcontractors, consultants or independent
contractors who are given access to the Software Products.
30
<PAGE>
LICENSE TERMINATION. Egenera may terminate this license, without liability, if
Unisys breaches these Software License terms and fails to permanently cure the
breach within thirty (30) days after receipt of Egenera's written notice
thereof. Upon termination, Unisys shall cease all use and return or certify
destruction of the Software Products (including copies) to Egenera.
THIRD PARTY SOFTWARE. In the event Unisys, in connection with the Products,
orders Software hereunder that is specifically labeled as being provided by
and/or owned other than by Egenera ("Third Party Software Products"), Unisys
acknowledges that it shall be licensing such Third Party Software directly from
the third party, including the right to use such Third Party Software in
connection with the Egenera Hardware, and agrees to comply with the license
terms that accompany such Third Party Software. CERTAIN THIRD PARTY SOFTWARE
PRODUCTS SUPPLIED BY EGENERA ARE OPEN SOURCE MATERIALS, AND AS SUCH, ARE
GOVERNED BY OPEN-SOURCE SOFTWARE LICENSE AGREEMENTS SUPPLIED WITH SUCH OPEN
SOURCE MATERIALS, SUCH AS THE GNU PUBLIC LICENSE. EGENERA MAKES NO CLAIM OF
OWNERSHIP OF OPEN SOURCE MATERIALS, AND SUCH OPEN SOURCE MATERIALS ARE SUPPLIED
SOLELY IN ACCORDANCE WITH THE LICENSE AGREEMENTS ACCOMPANYING SUCH SOFTWARE.
Accordingly, the above restrictions concerning modification, confidentiality and
other provisions do not apply to such Open Source Materials.
Unisys agrees to promptly notify Egenera in writing of any violation of the
above licensing terms by designated Customers and shall cooperate fully, at its
own expense, with Egenera in the enforcement of such terms and any related
proceeding against its Customers.
31
<PAGE>
EXHIBIT A-11
LIST OF PRODUCTS TO BE SERVICED BY UNISYS
EGENERA STYLE UNISYS STYLE
------------- ------------
BladeFrame GCS1-E4Q
BladeFrame ES GCS2-E4Q
32
<PAGE>
EXHIBIT A-12
UNISYS U.S. PRIMARY SERVICE CITIES
The following table lists Unisys Primary Service Cities effective as of April,
2002. These service cities represent locations in which a Unisys logistics
facility is located. The coverage of a Primary Service City begins at the city
center and includes a 50-mile radius from the said city center. The Metro City
is a reference point only and serves to indicate the nearest major metropolitan
city that benefits from the coverage of a Service City.
Primary Service Cities are subject to change. Unisys shall make every reasonable
effort to give Egenera at least sixty (60) days advance written notice of any
change to a Unisys facility location, including (a) changes to the operating
hours or (b) the discontinuance of any facility location. If Unisys changes or
discontinues the facility location during the term of the Agreement, Unisys
shall continue service (despite the change of location) in accordance with the
Agreement. Provided, however, that the Egenera Customer continues to have
hardware under enrollment at the same location during the initial enrollment
term.
Egenera shall request the Unisys PMO provide service capability confirmation for
a city where Unisys is not currently providing support to Egenera under this
agreement. The PMO will use reasonable commercial efforts to respond within
[**][**] of the request whether Unisys can develop, in the time frame required,
or currently has the capability to provide the services as described within the
Service Solution Design Document in the requested city. The actual Service Order
process will be as described in Section 5 of the Master Service Agreement.
METRO CITY STATE SERVICE CITY STATE S ZIP
---------- ----- ------------ ----- -----
BRIDGEPORT CT SHELTON CT 06484
HARTFORD CT CROMWELL CT 06416
HARTFORD CT WINDSOR CT 06095
DOVER DE DOVER DE 19901
BOSTON MA BURLINGTON MA 01803
BOSTON MA WALTHAM MA 02451
NEWARK NJ LYNDHURST NJ 07071
NEWARK NJ MORRIS PLAINS NJ 07950
NEWARK NJ NEW PROVIDENCE NJ 07974
ALBANY NY ALBANY NY 12205
BUFFALO NY AMHERST NY 14228
LONG ISLAND NY JERICHO NY 11753
NEW YORK NY NEW YORK NY 10005
NEWBURGH NY WALDEN NY 12586
ROCHESTER NY FARMINGTON NY 14425
SYRACUSE NY LIVERPOOL NY 13088
WHITE PLAINS NY WHITE PLAINS NY 10604
ALLENTOWN PA ALLENTOWN PA 18103
HARRISBURG PA HARRISBURG PA 17111
PHILADELPHIA PA MARLTON NJ 08053
PHILADELPHIA PA BLUE BELL PA 19424
PHILADELPHIA PA PHILADELPHIA PA 19103
PHILADELPHIA PA SHARON HILL PA 19079
PITTSBURGH PA PITTSBURGH PA 15275
CHARLESTON WV CHARLESTON WV 25302
CHICAGO IL CHICAGO IL 60601
CHICAGO IL ELK GROVE IL 60007
33
<PAGE>
METRO CITY STATE SERVICE CITY STATE S ZIP
---------- ----- ------------ ----- -----
CHICAGO IL LOMBARD IL 60148
ROCKFORD IL ROCKFORD-BLVDR IL 61103
EVANSVILLE IN EVANSVILLE IN 47728
FORT WAYNE IN FORT WAYNE IN 46804
INDIANAPOLIS IN INDIANAPOLIS IN 46240
DETROIT MI TROY MI 48083
GRAND RAPIDS MI GRAND RAPIDS MI 49506
LANSING MI OKEMOS MI 48864
CINCINNATI OH CINCINNATI OH 45241
CLEVELAND OH BRECKSVILLE OH 44141
COLUMBUS OH WESTERVILLE OH 43081
DAYTON OH DAYTON OH 45414
TOLEDO OH HOLLAND OH 43528
YOUGSTOWN OH YOUNGSTOWN OH 44515
MADISON WI MADISON WI 53716
MILWAUKEE WI BROOKFIELD WI 53005
ANCHORAGE AK ANCHORAGE AK 99503
PHOENIX AZ PHOENIX AZ 85016
LOS ANGELES CA COSTA MESA CA 92626
LOS ANGELES CA HOLLYWOOD CA 90038
LOS ANGELES CA MISSION VIEJO CA 92691
LOS ANGELES CA RANCHO CUCAMONGA CA 91730
LOS ANGELES CA SANTA FE SPRINGS CA 90670
LOS ANGELES CA VAN NUYS CA 91406
SACRAMENTO CA SACRAMENTO CA 95833
SALINAS CA SALINAS CA 93906
SAN DIEGO CA SAN DIEGO CA 92111
SAN FRANCISCO CA S. SAN FRANCISCO CA 94080
SAN FRANCISCO CA SAN FRANCISCO CA 94105
SAN FRANCISCO CA SAN LEANDRO CA 94577
SAN JOSE CA SAN JOSE CA 95134
STOCKTON CA STOCKTON CA 95203
DENVER CO ENGLEWOOD CO 80111
HONOLULU HI HONOLULU HI 96813
DAVENPORT IA BETTENDORF IA 52722
DES MOINES IA W DES MOINES IA 50398
KANSAS CITY KS OVERLAND PARK KS 66211
WICHITA KS WICHITA KS 67206
MINNEAPOLIS MN EAGAN MN 55121
SAINT LOUIS MO SAINT LOUIS MO 63146
FARGO ND FARGO ND 58102
OMAHA NE OMAHA NE 68154
ALBUQUERQUE NM ALBUQUERQUE NM 87107
LAS VEGAS NV LAS VEGAS NV 89120
RENO NV RENO NV 89502
PORTLAND OR TUALATIN OR 97062
SIOUX FALLS SD SIOUX FALLS SD 57015
SALT LAKE CITY UT SALT LAKE CITY UT 84116
SEATTLE WA TUKWILA WA 98188
SPOKANE WA SPOKANE WA 99206
BIRMINGHAM AL BIRMINGHAM AL 35243
MOBILE AL MOBILE AL 36606
MONTGOMERY AL MONTGOMERY AL 36109
LITTLE ROCK AR LITTLE ROCK AR 72205
WASHINGTON DC FAIRFAX VA 22031
WASHINGTON DC MCLEAN VA 22102
JACKSONVILLE FL JACKSONVILLE FL 32256
34
<PAGE>
METRO CITY STATE SERVICE CITY STATE S ZIP
---------- ----- ------------ ----- -----
MIAMI FL MIAMI FL 33172
ORLANDO FL LAKE MARY FL 32746
PENSACOLA FL PENSACOLA FL 32503
TALLAHASSEE FL TALLAHASSEE FL 32308
TAMPA FL TAMPA FL 33634
ATLANTA GA NORCROSS GA 30093
SAVANNAH GA SAVANNAH GA 31405
LOUISVILLE KY LOUISVILLE KY 40207
BATON ROUGE LA BATON ROUGE LA 70809
NEW ORLEANS LA METAIRIE LA 70002
BALTIMORE MD TIMONIUM MD 21093
JACKSON MS JACKSON MS 39208
CHARLOTTE NC CHARLOTTE NC 28217
RALEIGH NC RALEIGH NC 27609
WINSTON-SALEM NC KERNERSVILLE NC 27284
OKLAHOMA CITY OK OKLAHOMA CITY OK 73116
COLUMBIA SC COLUMBIA SC 29210
GREENVILLE SC GREENVILLE SC 29615
CHATTANOOGA TN CHATTANOOGA TN 37421
KINGSPORT TN BLOUNTVILLE TN 37617
KNOXVILLE TN KNOXVILLE TN 37912
MEMPHIS TN MEMPHIS TN 38134
NASHVILLE TN NASHVILLE TN 37211
AUSTIN TX AUSTIN TX 78759
DALLAS/FT WORTH TX DALLAS TX 75244
HOUSTON TX HOUSTON TX 77040
SAN ANTONIO TX SAN ANTONIO TX 78216
NORFOLK VA NORFOLK VA 23502
RICHMOND VA RICHMOND VA 23228
ROANOKE VA ROANOKE VA 24018
UNISYS AUSTRALIA PRIMARY SERVICE CITIES- 30 KM COVERAGE FROM CITY CENTER
COUNTRY SERVICE CITY
------- ------------
Australia Sydney
Melbourne
Brisbane
Adelaide
Perth
Canberra
Hobart
Darwin
UNISYS HK AND SINGAPORE PRIMARY SERVICE CITIES
COUNTRY SERVICE CITY
------- ------------
HK HK
Singapore Singapore
35
<PAGE>
UNISYS UK, GERMANY, SWITZERLAND AND FRANCE PRIMARY SERVICE CITIES- 65 KM
COVERAGE FROM CITY CENTER
COUNTRY SERVICE CITY
------- ------------
UK Birmingham
Bristol
Edinburgh
Glasgow
Leeds
Leicester
Liverpool
London
Manchester
Milton Keynes
Newcastle
Portsmouth
Southampton
Germany Berlin
Cologne
Hamburg
Hannover
Munich
Nurnberg
Ratingen (Dusseldorf)
Stuttgart
Sulzbach (Frankfurt)
Switzerland Basel
Bern
Geneva
Lausanne
Luzern
St. Gallen
Zurich
France Bordeaux
Lille
Lyon
Marseille
Nancy
Nantes
Paris
Toulouse
36