IBM Customer Agreement - International Business Machines and IntraLinks Inc.
IBM Customer Agreement
Statement of Work for Custom Solution
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1 Description
We provide to you enhanced IBM Workgroup Services (Version 2.1) as an IBM Global
Services Service (called a . Custom Solution.). Except as modified or
supplemented by this Statement of Work for Custom Solution (.Statement of
Work.), the IBM Workgroup Services (Version 2.1) are provided subject to the
applicable terms of the IBM Global, Services Managed Messaging and Collaborative
Services Service Description and Fee Schedule, which are subject to change.
In addition to other Lotus Notes and Lotus Domino applications and databases
resident on our facilities, the Custom Solution will provide and or support your
following specific requirements: Surety Digital Notary Service; AntiVirus;
Server Failover; Site Failover; and Streamlined Registration.
1.1 Surety Digital Notary Service
The Custom Solution will support the Surety Digital Notary Service which secures
your applications resident on our facilities. You shall obtain necessary
software license(s) and provide to us documentation specifying procedures for
the implementation, configuration and support of the Surety Digital Notary
Service.
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Each of us agrees that the complete agreement between us about this transaction
consists of: 1) this Statement of Work; 2) the IBM International Customer
Agreement and its Attachment for IBM Global Services' Network Services (or any
equivalent document signed by both of us); and 3) any applicable Transaction
Documents. This agreement supersedes and replaces the Advantis Application
Provider Agreement dated July 7, 1997
Agreed to: Agreed to:
IntraLinks, Inc. International Business Machines
By: By:
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Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date: 2/19/99 Date: 2-25-99
Enterprise Number: 5253837 Customer Agreement Number: ADV7179D
Customer Number: 5253837 Custom Solution Number:
Enterprise Address: 1372 Broadway
Floor 12A
New York, NY 10018
After signing, please return a copy of this Statement of Work to the following
address:
IBM Global Services
3405 W. Dr. M. L. King Jr. Blvd.
Tampa, FL 33607
Attention: Order Fulfillment Services
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We shall provide a firewalled server environment for hosting the Surety Server
and IntraLinks unrestricted Lotus Notes Agents. We shall provide boarding of the
Surety Server and review and qualify all your unrestricted Lotus Notes Agents.
The security of the Surety Server is solely your responsibility. You shall
notify us if the Surety Server is down or performance degraded. You shall
immediately notify us when new versions of the Surety server are implemented and
obtain necessary software licenses. You shall submit all Lotus Notes
unrestricted agents to us for review.
1.2 AntiVirus
We shall provide Symantec Norton antivirus ("AntiVirus") software on all IBM
servers dedicated to IntraLinks. The AntiVirus software will detect known
viruses at the operating system level, in Lotus Notes documents, emails and
attachments, and will attempt to cleanse the infected file. If an infected file
is found, an alert message will be sent to the IntraLinks Notes Administrator,
the sender of the infected file, and the recipient of the infected file. Files
that cannot be cleaned of viruses will be quarantined in a NAVLOG.NSF database.
Files older than 30 days will be purged from the database. IBM shall update new
virus patches as they become available from Symantec.
The IntraLinks Notes Administrator shall monitor for quarantined virus files and
either release, correct or delete the quarantined documents from the NAVLOG.NSF.
1.3 Server Failover
For the provided server environment, we shall cluster servers to enhance server
availability. The clustered servers will set up for real-time replication and
configured as set forth in Exhibit "A" hereto.
You shall create replicas of IntraLinks Lotus Notes applications on all
Schaumburg/Portsmouth, UK, servers within a cluster. You shall set up all
database replication stubs and schedules between clustered servers on the
Schaumburg site and between clustered servers on the Portsmouth site.
1.4 Site Failover
In the event that a server from the provided environment fails to perform, we
shall attempt to re-start the primary server. If we determine that the primary
server cannot be brought back up and stabilized in the appropriate length of
time, then we will initiate manual failover procedures. After re-boot, the
failover server will be in the state represented by the last replication and
backup of Lotus Notes of the failed primary server.
We shall provide an off-site location in Portsmouth, UK, for failover server(s)
in the event of a disaster at our primary facility in Schaumburg, Illinois. We
shall notify your administrator if the Schaumburg site fails and coordinate
changing IntraLinks domains over to the off-site location. You shall set up all
database replication stubs and schedules between Schaumburg and Portsmouth. You
shall board and test your application(s) on the Portsmouth servers.
When we notify you of Schaumburg site failover, you shall notify all Lotus Notes
Client users to connect to the Portsmouth site.
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1.5 Batch Registration
We will support the Batch Registration Interface utility that you run over the
provided server environment. This utility is to be used for registering
users/endpoints in a batch mode, and not to edit or delete endpoints.
1.6 Term
This Statement of Work shall take effect on January 1, 1999 (.Start Date.) and
end on December 31, 2001 (.Term.).
2. Our Responsibilities
We shall:
1. provide the Custom Solution as described in this Statement of Work;
2. provide to your Administrator Level 2 Help Desk support for the Custom
Solution.
3. Your Additional Responsibilities
You shall:
1. place an order for this Custom Solution;
2. order and install the Managed Data Network Services leased line connections
and IP remote access, TCP/IP communications feature, or X.PC (X.25 protocol)
connections necessary for the Custom Solution;
3. provide first level support to users of the Custom Solution;
4. identify to us in writing the names of your administrator and authorized end
users, certified by your administrator, who may use the facilities under this
Custom Solution;
5. pay the charges set forth in Section 4, below;
6. complete the migration to IBM Workgroup Services Version 2.1 to Version 1.2
by no later than the Start Date.
4. Charges
For this Custom Solution you shall incur:
1. a one-time charge of $50,000.00 for this Custom Solution. This charge is not
proratable and is not eligible for allowances and discounts. This charge is
not applicable towards the attainment of a volume commitment (if any).
2. a monthly charge of $100,000.00 for this Custom Solution after March 1, 1999
and until we enable auto-fail over and install Local Directors and
Distributed Directors. From the Start Date through February 28, 1999, you
will incur the following monthly charges:
a. January, 1999 $60,000
b. February, 1999 $90,000
These charges are not proratable and are not eligible for allowances and
discounts. These charges are not applicable towards the attainment of a volume
commitment (if any).
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3. a monthly charge of $2.00 for each client endpoint. This charge is
proratable and is not eligible for allowances and discounts. This charge is
not applicable towards the attainment of a volume commitment (if any).
Should additional servers be required for this Custom Solution, you will incur a
charge of $5,000.00 per installed server. Additional servers will not be
installed until a Change Authorization to this Statement of Work is signed by
both of us.
You are responsible for paying all surcharges and fees imposed by any
government, including those that are passed through to us by our vendors, for
services we provide you (e.g. Universal Service Fund fees, presubscribed
interexchange carrier charges, and similar fees).
All other charges are as we specify in the applicable IBM Global Services' Fee
Schedules and Service Descriptions.
5. Generally Available Service
If we make this Custom Solution or a similar Service generally available, we may
terminate this Statement of Work as described below. You may select the
generally available Service as indicated in the applicable IBM Global Services
Service Descriptions.
6. Changes and Termination
You may terminate this Statement of Work effective at the end of any month upon
one month's written notice to us.
We may modify or terminate this Statement of Work upon three months' written
notice to you.
7. IBM's Year 2000 Responsibilities
IBM Global Services uses many different components to provide IBM Services to
you. Hardware, software and services furnished by IBM and third parties
(including you) all play important roles. For example, most IBM Services depend
upon products and services provided by telecommunication carriers.
Each IBM Service depends upon the proper interaction of these components. This
means that even though IBM performs significant Year 2000 readiness tests on IBM
Services, the nearly unlimited combinations of IBM and third party components,
functions and entry and exit points make it impractical to test every aspect of
IBM Services.
At this time, the IBM Services described in this Statement of Work are not Year
2000 ready. IBM Global Services has developed and is executing a Year 2000
transition plan. Upon completion of that plan and the conclusion of Year 2000
readiness testing, IBM will identify in writing those IBM Services which are
Year 2000 ready. IBM's goal is to complete the Year 2000 transition plan and
testing for generally available IBM Services by March 31, 1999. Subject to the
qualifications below, for each IBM Service identified as Year 2000 ready we
mean that the Service, when used in accordance with its associated
documentation, is capable of correctly transmitting, processing, providing
and/or receiving date data within and between the twentieth and twenty-first
centuries, provided that all products (for example, hardware, software and
firmware), services and
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customer applications used with or using the Service properly exchange accurate
date data with it.
Even where IBM identifies a Service as Year 2000 ready, because of all the
possible combinations and interdependencies of components, IBM does not
represent, warrant or guarantee uninterrupted or error free operation of the
Service. IBM is not responsible for the Year 2000 readiness of those portions of
IBM Services that utilize third party telecommunications. IBM is not responsible
for the Year 2000 readiness of data, applications, products or services provided
by you.
In the event IBM fails to perform its Year 2000 readiness responsibilities for a
Service identified as Year 2000 ready, IBM will use commercially reasonable
efforts to repair or replace the affected portion of the Service. If IBM is
unable to do so within 30 days, your sole and exclusive remedy will be: 1) to
receive a refund for the affected Service for the period during which the
Service failed to perform in accordance with the Year 2000 ready definition; and
2) to terminate that portion of the Service that continues to fail to perform in
accordance with the Year 2000 ready definition, without incurring any fees or
charges due to early termination.
Commencing on April 1, 1999, you may terminate any IBM Service you obtain under
this Statement of Work that is not identified in writing to you as Year 2000
ready, without incurring any fees or charges for early termination. The
foregoing does not affect any other termination rights you may have under your
agreement with IBM.
IBM's commitments to you, including Service Levels, presume that the IBM
Services being provided are Year 2000 ready. If the IBM Services described in
this Statement of Work are not identified as Year 2000 ready in writing, IBM
shall not be responsible for any failure to perform its obligations (including
meeting Service Levels) that results from a Service not being Year 2000 ready.
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EXHIBIT "A"
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1. Domino Server Environment
We will provide four (4) Domino servers in the primary U.S. site and coordinate
with the Local Service Provider the provision of three (3) Domino servers in the
primary Portsmouth site. The servers will be configured as follows:
A. General characteristics :
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1. All servers will be located on the "Open-Side" of IBM's Service Delivery
Centers. This will allow access from the Internet using a Browser via HTTP
or HTTPS, Notes Client, or Domino Server.
2. All servers will be part of a single Notes domain called "IntraLinks",
3. All servers will be backed up according to standard IBM policies and
procedures.
4. All servers will be monitored according to standard IBM policies and
procedures.
5. All North American servers will be setup with North American Notes ID's.
6. All International servers will be setup with International Notes ID's.
7. All servers will run the Surety Digital Notary Service software as described
in Section 1.1.
8. All servers will run AntiVirus software as described in Section 1.2.
9. All servers will be setup with an SSL certificate provided by IntraLinks.
Scalability is the responsibility of IntraLinks. If service performance
degrades, IntraLinks can opt for more resources, e.g., memory, second processor
or another service server. The customer will provide detailed requirements on
how additional servers will be enabled into their environment.
11. Primary US Site
A. Server 1 (currently named - IntraServerUS1).
This server will be the primary production server for IntraLinks. It is
contained in a cluster with Server 2. In the event of a failure from the Primary
EMEA site, this server will receive all requests previously destined for Server
5 or 6.
B. Server 2 (currently named - IntraServerUS1b).
This server will be used as a secondary server in the event it is determined
that Server 1 is down or is under a heavy load. It is contained in a cluster
with Server
C. Server 3 (currently named - IntraAdminUS1).
This server will be used for all IBM administrative functions affecting all
IntraLinks such as: End User Registration (CNAMES) and Change Requests (ARD).
All requests made through CNAMES will effect changes on all IntraLinks server.
ARD requests will effect changes only in the site the request was made.
D. Server 4 (currently named - IntraMKTGUS1).
This server will function as a generic marketing and test server. It is not part
of any cluster.
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Ill. Primary Portsmouth Site
A. Server 5 (suggested name - IntraServer________).
This server will function as the primary production server for all non-North
American users. It will be part of a cluster with Server 6.
B: Server 6 (suggested name - IntraServer________).
This server will be used as a secondary server in the event it is determined
that Server 5 is down or is under a heavy load. It is contained in a cluster
with Server 5.
C. Server 7 (suggested name - IntraServer________).
January 14, 1999 Page 7 of 7