Services Agreement [Schedule A] - Morgan Stanley Dean Witter & Co. and International Business Machines Corp.
SCHEDULE A
Services
1. DEFINITIONS ............................................................... ............. 1
1.1 Certain Definitions ................................................................ 1
1.2 Other Terms ........................................................................ 3
2. INFORMATION PROCESSING SYSTEMS AND SERVICES ("IPSS") AND RELATED OPERATIONS ............. 3
2.1 Operations ......................................................................... 3
2.2 Production Control and Scheduling .................................................. 6
2.3 Database Subsystem Support ......................................................... 7
2.4 Storage Management ................................................................. 8
2.5 Removable Media Management ......................................................... 10
2.6 Output Operations .................................................................. 11
2.7 Technical Support .................................................................. 12
2.8 Systems Management Controls ........................................................ 14
2.9 Hours of Operation ................................................................. 14
3. DATA NETWORK SERVICES ................................................................... 15
3.1 Data Network Engineering ........................................................... 15
3.2 Data Network Connectivity and Operations ........................................... 17
3.3 Data Network Moves, Adds and Changes ............................................... 20
3.4 Data Network Software Products ..................................................... 22
3.5 Other Data Network Services ........................................................ 22
3.6 Systems Management Controls ........................................................ 24
3.7 Hours of Operation ................................................................. 24
4. CROSS-FUNCTIONAL SERVICES ............................................................... 25
4.1 Technology Business Continuity Services ............................................ 25
4.2 Equipment Management and Support ................................................... 30
4.3 Systems Software Management and Support ............................................ 31
4.4 Applications Software Management and Support ....................................... 33
4.5 Asset Inventory and Tracking ....................................................... 33
4.6 Problem Management Services ........................................................ 33
4.7 Help Desk and IPSS Production Support Center Services .............................. 35
4.8 Information Security ............................................................... 38
4.9 Physical Security .................................................................. 41
4.10 Management Support and Advice ...................................................... 41
4.11 Training and Education ............................................................. 42
4.12 Chargeback ......................................................................... 42
4.13 Documentation ...................................................................... 43
4.14 Systems Management Controls ........................................................ 43
4.15 Application Software Standards ..................................................... 44
ATTACHMENT A-1: DATA NETWORK ACCESS CATEGORIES ............................................. A1 - 1
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1. DEDICATED NETWORK ACCESS SERVICE CATEGORIES ............................................. A1 - 1
1.1 SNA Dedicated Data Network Access Services ......................................... A1 - 1
1.2 Optional SNA Services .............................................................. A1 - 3
1.3 Multiprotocol Network ("MPN") Dedicated Data Network Access Services ............... A1 - 7
1.4 Frame-Relay Dedicated Data Network Access Services ................................. A1 - 7
2. SWITCHED NETWORK ACCESS SERVICE CATEGORIES ............................................. A1 - 9
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2.1 SNA Dial via 1-800-number .......................................................... A1 - 9
2.2 SNA Dial via 950-number ............................................................ A1 - 9
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2.3 Asynchronous Dial via 1-800-number ................................................. A1 - 10
2.4 Asynchronous Dial via IBM Passport ................................................. A1 - 11
2.5 Bisynchronous Dial Access for EDI Services ......................................... A1 - 11
2.6 Asynchronous or Dial Access for EDI Services ....................................... A1 - 12
ATTACHMENT A-2: RESPONSIBILITY MATRICES .................................................... A2 - 1
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1. INTRODUCTION AND DEFINITIONS ............................................................ A2 - 1
1.1 Introduction ....................................................................... A2 - 1
1.2 Definitions ........................................................................ A2 - 1
2. IPSS SERVICES RESPONSIBILITY MATRICES ................................................... A2 - 2
3. DATA NETWORK SERVICES RESPONSIBILITY MATRICES ........................................... A2 - 7
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1. DEFINITIONS
1.1 Certain Definitions.
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As used in this Schedule A:
(a) "Available for Use" shall have the meaning set forth in
Schedule B.
(b) "Configuration" means the resources (including IBM Equipment and
Software) that provide Services during a Disaster.
(c) "DASD Class of Service" means any of the following classes of
Service:
(i) "DASD Work" means DASD storage that uses high-performance
DASD and controllers with sufficient cache and that is
available for work or temporary storage (i.e., files that
exist less than 24 hours).
(ii) "DASD Permanent" means DASD storage that uses
high-performance DASD and controllers with sufficient cache
and that is available for permanent storage (i.e., files
that exist 24 hours or more).
(iii) "DASD ML1" means DASD storage that uses data compression to
store data migrated from DASD Permanent storage, and that
upon a request for such data, uncompresses and copies
requested data to DASD Permanent storage for quick access.
Data stored on DASD ML1 storage may be migrated to DASD ML2
storage based on the usage activity of the data.
(iv) "DASD ML2" means managed tape storage that uses data
compression to store data migrated from DASD ML1 storage,
and that upon a request for such data, uncompresses and
copies requested data to DASD Permanent storage for quick
access.
(d) "Data Center" shall mean any IBM Facility from which IBM provides
IPSS Services, including the following IBM Facilities:
(i) { * };
(ii) { * }; and
(iii) { * }.
(e) "Data Network" shall mean the Equipment (other than MSDW
Equipment, and including communication controllers, multiplexors,
lines, modems CSUs/DSUs), associated attachments, features and
accessories, Software, telecommunications facilities, lines,
interconnect devices, wiring, cabling and fiber that are used to
create, connect and transmit data signals between and among: (i)
MSDW's LANs; (ii) the Data Centers, (iii) MSDW End User locations
and (iv) non-MSDW locations that do business with MSDW (each a
"Data Network Location"). The Data Network commences with and
includes WAN interconnect
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equipment (e.g., router, CSU/DSU, dial-up modem, dial backup
equipment) at a Data Network Location and ends with and includes
the WAN interconnect equipment at another Data Network Location.
The Data Network does not include MSDW LANs.
(f) "Data Network Maintenance Window" shall mean a { * } period on {
* } from { * } through { * } Eastern Time, except during the
month-end processing period or annual year-end system change
moratorium period reasonably specified by MSDW (e.g., { * }),
unless otherwise mutually agreed by the Parties. Certain
obligations relating to the Data Network Maintenance Window are
set forth in Section 3.2(j) of this Schedule A.
(g) "Disaster" means any unplanned interruption of the Services that
meets the criteria specified for a disaster set forth in the
Technology Business Continuity Plan.
(h) "End User" means any recipient or user of a Service.
(i) "Help Desk" shall have the meaning set forth in Section 4.7 of
this Schedule A.
(j) "IPSS Maintenance Window" shall mean { * } from { * } through { *
} Eastern Time, except during the month-end processing period or
annual year-end system change moratorium period reasonably
specified by MSDW (e.g., { * }), unless otherwise mutually agreed
by the Parties. Certain obligations relating to the IPSS
Maintenance Window are set forth in Section 2.1(l) of this
Schedule A.
(k) "Local Area Networks" or "LANs" shall mean the equipment,
software, telecommunications facilities, lines, interconnect
devices (e.g., bridges, routers, hubs, switches, gateways),
wiring, cabling and fiber that are used to create, connect and
transmit data within and among MSDW's local area network
segments. LANs commence with the interface to a Data Network
interconnect device (e.g., router) and end with and include the
LAN interface points (e.g., network interface cards ("NICs"))
that are in LAN-connected equipment (e.g., desktop equipment,
servers).
(l) "Mainframe" shall mean any computing platform (inclusive of CPU)
generally regarded by the computing industry during the Term as
being mainframe technology, including any system based on the IBM
System 390 architecture and related/supporting peripherals (e.g.,
channel extenders, front-end processors, DASD, tape storage)
connected or linked thereto.
(m) "MSDW Business Unit" shall have the meaning set forth in Schedule
B.
(n) "Problem" has the meaning set forth in Schedule B.
(o) "Processing Class of Service" means, with respect to "Class A
Work", "Class B Work" or "Class C Work" (as such terms are
defined in Schedule C), the level of service corresponding to
such work as described in Schedule C.
(p) "Recovery Center" means any Data Center at which Services are to
be provided during a Disaster.
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(q) "Recovery Class of Service" means any of the following classes of
Service:
(i) "Class 1" Service means, with respect to an Application,
recovery by IBM of the corresponding environments and
resources for which IBM is responsible such that MSDW may
recover such Application within { * };
(ii) "Class 2" Service means, with respect to an Application,
recovery by IBM of the corresponding environments and
resources for which IBM is responsible such that MSDW may
recover such Application within { * };
(iii) "Class 3" Service means, with respect to an Application,
recovery by IBM of the corresponding environments and
resources for which IBM is responsible such that MSDW may
recover such Application within { * } { * }; and
(iv) "Class 4" Service means, with respect to an Application,
recovery by IBM of the corresponding environments and
resources for which IBM is responsible such that MSDW may
recover such Application within { * }.
(r) "Severity Level" shall have the meaning set forth in Schedule B.
(s) "Technology Business Continuity Plan" or "TBCP" shall have the
meaning set forth in Section 4.1(a) of this Schedule A.
1.2 Other Terms.
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Capitalized terms not defined in this Schedule A shall have the
meaning given them in elsewhere in the Agreement.
2. INFORMATION PROCESSING SYSTEMS AND SERVICES ("IPSS") AND RELATED OPERATIONS
IBM shall be responsible for providing data processing services, including
operations, production control and scheduling, storage management, media
management, output operations and technical support for MSDW's mainframe
technology environment. IBM's responsibilities with respect to the IPSS
Services shall include the responsibilities described in this Article 2.
2.1 Operations.
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IBM shall be responsible for performing processing operations
functions as necessary to run Applications Software and Systems
Software and in accordance with the Processing Class of Service
designated by MSDW. IBM will provide a processing environment
(including Equipment and Software) and an operations support
environment for executing Applications (e.g., batch and on-line
workloads). The processing environment will provide for each
Processing Class of Service, and IBM will provide, at a minimum the
corresponding resources to be provided to a job based upon the
Processing Class of Service designated by MSDW. MSDW Applications
shall conform to Applications Software standards set forth in the
Procedures Manual. IBM's responsibilities with respect to operations
shall include the following:
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(a) Providing master console operations, including monitoring
activities (such as monitoring of alarm systems and environmental
controls), and transmitting and receiving information to and from
outside organizations.
(b) Providing support for production, development, testing, quality
assurance and training environments. Online systems and
Applications for such environments shall be available for access
during scheduled hours. On-line regions shall be Available for
Use and operating properly. On-line transactions shall be
processed as designed. IBM shall maintain the integrity of such
environments.
(c) Making available, monitoring and processing on-line and batch
Applications, including scheduled, and on-request Applications
delivery functions. IBM shall monitor the delivery of external
data transmissions required to complete the production batch
cycle. IBM shall monitor successful batch processing completion.
(d) Completing MSDW-defined processing within scheduled time periods.
(e) Implementing changes to processing on a one-time or recurring
basis as requested by MSDW, including requests in the form of
special operating instructions and change request authorizations.
(f) Issuing operator commands using designated tools.
(g) Developing and documenting automated console operations
procedures.
(h) Monitoring performance of on-line interactive traffic and taking
appropriate action to resolve on-line system related problems.
(i) Operating and supporting Systems Software and Applications
Software to support the operating schedules of MSDW.
(j) Proactively preparing for processing deadlines to meet
Performance Standards.
(k) Responding promptly to requests from authorized MSDW personnel
for priority job execution.
(l) Performing regularly scheduled and emergency system maintenance
in accordance with the Change Control Procedures, the Procedures
Manual and the following:
(i) Maintenance shall be performed during the IPSS Maintenance
Window; maintenance outside of the IPSS Maintenance Window
may be performed only as approved by MSDW. IBM will work
with MSDW, and where possible, accommodate MSDW's business
requirements, in scheduling maintenance during the IPSS
Maintenance Window.
(ii) At MSDW's request and upon reasonable notice, IBM shall
change the schedule for the IPSS Maintenance Window,
provided that IBM is not materially adversely affected by
such change.
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(iii) Upon MSDW's request and { * } advance written notice to IBM
or upon less notice as otherwise agreed upon by the
Parties, IBM shall schedule and accommodate MSDW
maintenance activity during the earliest Maintenance Window
after such notice.
(iv) IBM shall give MSDW advance notice of routine maintenance,
to be performed during the IPSS Maintenance Window, that
may affect the Services.
(v) Systems shall be unavailable during the IPSS Maintenance
Window only to the extent necessary for systems maintenance
purposes; provided, however, that IBM will maintain at
least one copy of { * } authorization and routing regions,
as well as the TCP/IP stack on the host corresponding to
such regions, Available for Use for each applicable MSDW
Business Unit in at least one Data Center at all times for
transaction routing purposes, including as necessary to
enable data exchange between the host interface to the
Marquee processors, and routers connected to such host, via
the TCP/IP socket on such host. Any maintenance of { * }
authorization and routing regions or the TCP/IP stack on
the host corresponding to such regions shall be staggered
among Data Centers such that the requirements described in
this Subsection (v) are satisfied. Before conducting any
such maintenance, IBM shall verify that the requirements
described in this Subsection (v) are satisfied. IBM shall
promptly notify MSDW Business Unit personnel designated by
MSDW from time to time of any maintenance conducted outside
of the IPSS Maintenance Window affecting the { * }
authorization and routing regions or the TCP/IP stack on
the host corresponding to such regions.
(m) Logging off users in accordance with the Procedures Manual.
(n) Initiating and terminating utilities in accordance with the
Procedures Manual.
(o) Canceling CICS transactions in accordance with the Procedures
Manual.
(p) Providing access to, and software and data compatibility with,
external systems as required by MSDW.
(q) Supporting the introduction of new systems, platforms and
Applications in a controlled manner by, among other things:
interfacing between the MSDW Business Units implementing the
change and the production support function; facilitating the
orderly turnover of systems, platforms and Applications;
enforcing Systems Software documentation standards; updating task
list and run sheets; informing appropriate IBM and MSDW staff of
the changes to the environment; and providing coordination of the
implementation, integration, testing and acceptance of the new
systems, platforms and Applications.
(r) Maintaining, updating and reviewing for adherence to the
Procedures Manual (including operational procedures and
standards), the operational documentation for operations
procedures and services and Applications procedures that affect
operations.
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(s) Utilizing proven systems management control methodologies in the
implementation and operation of processing for MSDW. These
methodologies include the tools, techniques and procedures
required for planning, performance measurement, and employing
appropriate operational controls.
(t) Supplying and operating the Application Software specified in
Schedule E as part of the IPSS processing environment, in
accordance with Schedule E.
2.2 Production Control and Scheduling.
---------------------------------
IBM shall be responsible for performing and integrating production
control and scheduling functions. Production processing shall run on a
{ * } schedule except to the extent constrained during the IPSS
Maintenance Window. IBM's responsibilities with respect to production
control and scheduling shall include the following:
(a) Implementing overall processing schedules and running and
monitoring such processing pursuant to such schedules. IBM shall
be responsible, with MSDW's assistance, for resolving scheduling
conflicts and otherwise integrating these schedules in accordance
with policies established by MSDW and subject to MSDW directing
otherwise.
(b) Maintaining production schedules, completing processing within
mutually agreed-upon time periods and cooperating with MSDW in
responding to special processing requests and new processing
requirements.
(c) For MSDW scheduling modifications, run a test plan to identify
any problems and notify MSDW to make corrections so that on-line
Applications dependent on batch processing and batch processing
outputs will be Available for Use as scheduled and processing
windows are used effectively.
(d) IBM shall update the scheduler database as requested by MSDW to
reflect changes to the production environment. IBM shall monitor
scheduler-related incidents, and develop and recommend
refinements and revisions to the scheduler database;
(e) Completing scheduled batch processing in the correct sequence and
on time. To achieve successful batch throughput, IBM shall, among
other things, verify that machine resources are effectively
balanced, perform trend analysis to highlight production
problems, and establish predetermined action and escalation
procedures when batch window problems are encountered.
(f) Responding promptly to requests from an authorized MSDW
representative for priority job execution. IBM shall, in
coordination with the appropriate MSDW Business Units, and modify
schedules to accommodate special requests. MSDW will schedule and
coordinate End User test time.
(g) Upon MSDW's request, IBM shall update MSDW with respect to the
impact of special requests on the timing of other tasks and any
other affected provisions of the Agreement. IBM shall process all
special request activities within the requested time frames and
in the sequence MSDW defines.
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(h) Assimilating new Applications and batch jobs into the environment
according to schedules provided by MSDW.
(i) Following JCL standards in (i) supporting, creating, and testing
JCL; and (ii) defining proper usages of tape, files and forms.
IBM and MSDW shall establish and document standards for
production jobs.
(j) Using an automated job scheduler, IBM shall document Application
job streams indicating available file usages upon MSDW request.
(k) Monitoring data transfers and condition codes to verify proper
Applications executions.
(l) Consistent with processing window requirements, resolving
abnormal terminations ("ABENDs") (including those caused by
conditions external to production programs, such as disk or tape
problems) in a timely manner, executing reruns as requested by
MSDW, and performing job restarts in accordance with requirements
provided by MSDW. Back-out procedures shall be successfully
executed by IBM in accordance with MSDW's directives.
(m) Providing ongoing analysis of ABEND and problem trends and
initiating corrective actions with the appropriate support or
development personnel.
(n) Working with MSDW, IBM will maintain and manage an escalation
process for batch job streams to be invoked should deadlines not
be met.
(o) Confirming the successful receipt of incoming files and the
successful transmission of outgoing files.
2.3 Database Subsystem Support.
--------------------------
IBM's responsibilities with respect to physical and logical database
support shall include the following:
(a) Configuration and Implementation.
(i) Providing for the configuration and implementation of
multiple production and test database subsystems as well as
related subsystems including distributed facility, stored
procedures and other features as they become available
(such subsystems collectively the "Database Subsystems"),
each as required by MSDW.
(ii) Providing technical advice and support with respect to
areas for which IBM is responsible to Applications
maintenance and development personnel as may be required.
Such support shall include performing operating system and
database performance tuning.
(iii) Testing and implementing changes to the Database Subsystem
environments.
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(iv) Installing and maintaining database management systems (and
upgrades to such systems).
(b) Database Management.
Maintaining, operating, and upgrading, as necessary, automated
monitoring tools to monitor Database Subsystem performance. IBM
shall monitor the Database Subsystems on a frequent and regular
basis to check for integrity, space utilization or performance
problems. IBM shall provide adequate disk space and memory
capacity as required by MSDW to meet business growth.
(c) Database Maintenance and Support.
(i) Modifying operating system parameters and physical database
characteristics as required, including as necessary to
enhance efficiency and further limit outages and other
problems.
(ii) Providing database capacity planning and correcting
problems caused by lack of capacity (e.g., full log files,
buffers and other system-wide facilities) in a timely
manner.
(iii) Regularly monitoring the status of the database management
systems and advising MSDW in writing regarding upgrades and
releases thereto and the timing thereof. Subject to Section
3.4 of the Agreement, IBM shall be required to support
multiple releases of the same database management systems
as necessary to provide access to MSDW Data stored in such
systems and maintain compatibility with overlying database
applications.
(iv) Performing Database Subsystem shutdowns and restarts as
required.
(v) Perform Database Subsystem changes as requested by MSDW.
(d) Administrative Support.
Identifying product and enhancement opportunities for improved
Database Subsystem performance, and notifying MSDW of these
opportunities. IBM shall recommend and implement conversion to new
database management systems.
2.4 Storage Management.
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IBM shall be responsible for managing the storage of Software and the
resources used to store data created by such Software in a manner that
will maintain the availability and protect the integrity of such
Software and data stored on such resources. IBM's responsibilities
with respect to storage management shall include the following:
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(a) Backup and Restore.
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(i) Maintaining, updating, and implementing backup and restore
processes and procedures so as to recover Software and the
resources used to store data created by such Software from an
outage or corruption in a timely manner. Such procedures and
processes shall provide for the following: (A) incremental
daily backup of Software (i.e., backup of Software only to the
extent modified since the most recent backup), as well as full
weekly backup of Software on production systems, and on
non-production systems (e.g., development systems); (B)
off-site storage of Software and data for recovery purposes;
(C) regular tests of backup and restore processes as
appropriate; and (D) maintenance of reserve DASD capacity to
provide adequate backup for emergency situations (e.g., to
restore damaged DASD Equipment) and normal operation. In
addition, appropriate backups will be taken prior to and after
major Software upgrades or changes and after significant
Application processing periods.
(ii) Performing regularly scheduled system backups within
pre-defined backup windows and as otherwise approved by MSDW.
IBM shall conduct backup processes and procedures so as not to
adversely impact scheduled operations.
(iii) Restoring lost or damaged files from file backups for files
under IBM's control.
(iv) Providing recommendations to MSDW regarding backup and recovery
considerations, such as improved levels of protection and
efficiencies.
(v) With prior notification from MSDW, retrieving, re-installing
and returning off-site stored data within the time frames
designated by MSDW.
(vi) Pursuing improvements in backup capabilities, procedures and
tools, including implementing redundancy measures where
required.
(b) Administration.
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(i) Providing MSDW with requested documentation of data constructs
(e.g., files, tables, warehouses), including name and
utilization statistics.
(ii) Maintaining adequate space allocation for processing.
(iii) Monitoring MSDW's disk space utilization and requirements on a
monthly basis and reporting such utilization and requirements
on a quarterly basis.
(iv) Managing DASD in accordance with the DASD Class of Service
designated by MSDW. IBM's responsibilities shall include
monitoring and controlling storage performance, assigning and
initializing DASD volumes, determining Systems Software data
set and volume placement, setting and maintaining DASD resource
efficiency, maintaining
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established DASD standards, maintaining space requirements
according to MSDW forecasts, remaining current in DASD
technology and management products, defining requirements as
necessary to provide off-site storage Service as requested
by MSDW catalog management, and Systems Software data
migration management.
(c) Maintenance.
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IBM shall monitor storage systems for reliability and
malfunctions, perform rebuilds on crashed volumes and
initialize new volumes.
2.5 Removable Media Management.
--------------------------
IBM shall be responsible for managing removable media (e.g., tape),
both on- and off-site, and media operations (including media library
operations). IBM's responsibilities with respect to media management
shall include the following:
(a) Responding to and completing requests for media mounts
(including scratch mounts and specific tape mounts) as
necessary to support operational activities and Applications.
Tape mounts may be delivered through standard tape mount
handling, through automated tape mount handling or through
large tape library handling systems.
(b) Operating and supporting media management systems, tools and
methodologies.
(c) Storing media and appropriate related documentation, coding
such media in accordance with the Procedures Manual, and
vaulting the same at secure off-site vault storage consisting
of a physically and environmentally controlled and protected
area with fire protection and physical security to prevent
unauthorized access, as provided for elsewhere in the
Agreement.
(d) Executing off-site media storage procedures, including: logging
and tracking of media on- and off-site, compliance with
physical specifications, retention periods, required rotation
of media, security and retrieval of off-site media as necessary
to support operational activities and Applications. Off-site
vault storage also includes packaging and transportation of
media to and from storage and remote computer recovery centers.
(e) Following, maintaining, and updating procedures governing
cycling/rotation of media and media retention periods
(including for auditing purposes). For media identified by MSDW
as being required by the IRS to be retained on a long-term
basis, IBM will maintain such media in accordance with MSDW's
requirements.
(f) Effectively tracking, managing, communicating and resolving
media exceptions.
(g) Notifying the media storage provider when it is time to return
media.
(h) Maintaining the integrity of the media library system. IBM
shall monitor media for reliability and see that read/write
errors are kept to a minimum.
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(i) Maintaining media technology capability for archived (history)
media and exchange with external clients and vendors.
(j) Monitoring media Equipment for malfunction. IBM shall properly
clean and maintain Equipment at required intervals to minimize
problems and outages.
(k) Maintaining adequate supplies for the media environment and
sufficient scratch media to fulfill operational needs. IBM
shall initialize new media.
(l) Monitoring MSDW's media utilization and requirements on a
monthly basis and reporting such utilization and requirements
on a quarterly basis.
(m) Maintaining a media management system in place to properly
manage media in storage and preparing them for shipment to the
contingency site.
(n) Maintaining media management products and resources to the
extent necessary to perform media operations and media
administration functions in order to maintain access to
historical data from existing media management systems.
(o) Reviewing, and providing MSDW with the capability to monitor,
compliance with physical specifications, retention periods,
storage requirements and security.
(p) Preparing media for mailing.
2.6 Output Operations.
-----------------
IBM shall manage and administer the print and fiche services. IBM's
responsibilities with respect to output operations shall include the
following:
(a) Producing output on time and within defined quality standards,
including reasonable visual quality and readability for printed
output (e.g., proper form alignment, ribbon quality, and
adjustment of the printer). Remote print files shall be current
and available for printing on time.
(b) Printing, breaking down, separating, collating and delivering
output to the agreed-upon output destination.
(c) Checking production job outputs and print queues; changing job
priorities; taking printers in and out of service; and
displaying, starting, spooling and draining printers.
(d) Managing print distribution including by manipulating job
priorities in print queues as required to support End User
requirements; backing up print queues; and restoring and
transmitting prints. IBM also shall take such steps as are
necessary to restart or recover from outages or print
blockages.
(e) Monitoring output for layout and physical appearance.
(f) Creating original microfiche, developing microfiche copies, and
producing microfiche tapes and microfiches, each having
reasonable visual quality and readability and within required
timeframes.
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(g) Cleaning and maintaining Equipment at required intervals to
minimize outages.
(h) Developing and maintaining print forms libraries/inventories.
Designing, developing, testing and incorporating new forms into
system libraries.
(i) Supporting implementation of custom designs.
(j) Provisioning local stock and supplies, storing print output
forms and supplies, and proactively monitoring and replenishing
consumable materials.
(k) Keeping MSDW's forms and supplies confidential and keeping
output in a secure area.
(l) Destroying all unusable copies of output and reports, including
carbons, or delivering such materials to MSDW for proper
disposition.
(m) Define and document the names associated with remote and local
print service classes that have similar behavioral
characteristics or similar business needs. These names will be
defined for
(i) Sysout classes;
(ii) FCB, PageDef, FormDef names; and
(iii) Dest Local and Global names.
2.7 Technical Support.
-----------------
IBM shall be responsible for performing technical support. IBM's
responsibilities with respect to technical support shall include the
following:
(a) Providing technical support, advice, and interfacing with
respect to the environments and Services for which IBM is
responsible as necessary for the MSDW applications development
and maintenance staff to perform work on applications software,
including responding promptly to applications development
requests for CICS changes.
(b) Providing reasonable assistance related to product research,
project support, and advice on Application tuning, efficiency
and functionality improvements.
(c) Developing, implementing and maintaining interfaces necessary
for MSDW systems otherwise used in the provision of the
Services to communicate with external entities, as mutually
agreed and subject to Section 12.4 of the Agreement (New
Services).
(d) Performing capacity planning, including: monitoring system use
and capacity; forecasting resource requirements; implementing
and utilizing tools, techniques and facilities for capturing
and reporting relevant system utilization data; analyzing and
reporting resource trends; analyzing workload capacity; and
coordinating projects to install additional resources as
required.
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(e) Performing configuration planning and management functions,
including: developing a strategy and configuration for CPU,
DASD, output processing and media; developing a plan for
availability and flexibility for performance.
(f) Providing regular monitoring and reporting of system
performance and utilization.
(g) Monitoring and improving performance through: system
performance tuning; Application technical consulting; system
performance reviews and recommendations.
(h) Performing analysis to improve use of batch production
resources, executing mass JCL changes for programmers and
customers, and enforcing JCL standards.
(i) Recommending job scheduling changes to improve Application job
stream effectiveness and mass JCL and programming changes to
take advantage of new technologies.
(j) Providing technical support and advice for various products and
application roll-outs with respect to the environments and
Services for which IBM is responsible, including analyzing
applications resource requirements.
(k) Providing support and set-up services for electronic
connections to external entities. IBM shall provide system
capabilities (e.g., reformatting, encryption) to accept and
exchange Electronic Data Interchange ("EDI") and other
electronic transactions with third parties identified by MSDW,
subject to Section 12.4 of the Agreement (New Services).
(l) On an ongoing basis, enhancing processing capabilities and
efficiencies through system tuning, load balancing and other
run time improvements. IBM shall perform regular monitoring of
utilization needs.
(m) Proposing capacity planning models and methodologies to MSDW
and addressing MSDW's business and technology forecasts as part
of its planning model.
(n) Formally reviewing capacity requirements as part of MSDW's
normal business planning cycle.
(o) Assisting MSDW in forecasting MSDW's capacity requirements in
response to projected MSDW business needs on an annual basis,
or as MSDW may request. IBM shall monitor and validate capacity
forecasts against MSDW's actual utilization and report on
resource usage trends.
(p) Revising the capacity planning model based on actual
performance.
(q) Providing, managing and maintaining the processing and storage
capacity (including through the provision of IBM Equipment)
necessary to provide the Services. IBM shall make required
capacity adjustments (increases or decreases) based on MSDW's
requirements for the Services.
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(r) Monitoring and tuning overall performance of the
systems environment including the installation of
tools/products as appropriate to improve the delivery
of the Services.
(s) Developing technical standards for the Services in
conjunction with MSDW personnel.
(t) Providing systems programming and systems utility
support.
(u) Maintaining production, development, quality assurance
and training environments that allow testing of new
Systems Software releases and Application releases.
(v) Monitoring system operations and providing prompt
response to problems. IBM shall resolve problems
related to missing designated times for critical
deadlines, interfaces, or batch completions.
(w) Operating the systems so as to comply with the
designated times for critical deadlines, interfaces,
or batch completions.
2.8 Systems Management Controls.
---------------------------
Except as otherwise provided by the Procedures Manual, and
without limiting IBM's other responsibilities as set forth in
the Agreement, IBM will design, implement, use and administer
the following Systems Management Control disciplines as the
standard set of procedures for managing the IPSS Services:
(a) Availability Management. IBM will coordinate the
-----------------------
appropriate skills, information, tools and procedures
required to manage the availability of interactive
networks and their supporting hardware and software
components.
(b) Batch Management. IBM will control production batch
----------------
work including the scheduling of resources, the
processing of data and transactions and the
distribution of data output/information between End
Users. IBM will perform and control setup and
scheduling in accordance with established operational
procedures.
(c) Online Management. IBM will install, integrate and
-----------------
configure the online Software platforms required to
run and manage online Applications Software. IBM will
coordinate and provide appropriate skills to perform
day-to-day operational task as associated with
running the production online environments.
2.9 Hours of Operation.
------------------
The IPSS Services and related operations described in this
Article 2 shall be provided {*}, except during the IPSS
Maintenance Window subject to IBM's obligations with respect
to the Maintenance Window set forth in Section 2.1(l) of this
Schedule A.
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<PAGE>
3. DATA NETWORK SERVICES
IBM shall be responsible for the operation, administration and
management of the Data Network, including network engineering, network
connectivity and operations. IBM shall provide access to the Data
Network that will permit access to Applications from remotely located
terminals and workstations. IBM will provide dedicated and switched
access to the Data Network through the use of a Systems Network
Architecture ("SNA") environment using Virtual Telecommunications
Access Method ("VTAM") and Network Control Program ("NCP") Software
programs. In addition to the SNA environment described above, IBM shall
also provide access to (a) a Multiprotocol Network ("MPN") by means of
a router-connected private backbone that provides transport for a
variety of protocols including TCP/IP, and (b) mainframe or host
Applications via frame relay-based Managed Data Network Services (such
Services "MDNS").
3.1 Data Network Engineering.
------------------------
IBM shall be responsible for providing Data Network
engineering. IBM's responsibilities with respect to Data
Network engineering shall include the following:
(a) Supporting the development of a clear, concise,
strategic direction for the Data Network. Data
Network standards and architecture decisions
(including a change in means of transport) shall be
compatible with MSDW's requirements. IBM shall also
provide technical advice to MSDW in the development
of plans, management of expectations, and promotion
of successful project implementations.
(b) Monitoring and managing Data Network performance. IBM
shall maintain Data Network performance management
and monitoring processes and tools to provide regular
performance and capacity monitoring/reporting. IBM
shall identify opportunities for improving the
overall efficiency of Data Network Services.
(c) Managing the capacity and configuration of the Data
Network. This includes, as applicable, monitoring and
tuning the Data Network for efficiency, conducting
Data Network benchmarks and thresholds, load
balancing Data Network traffic, scaling the
infrastructure (e.g., sizing data lines and providing
the facilities and equipment to provide necessary
bandwidth) in response to then-existing or forecasted
levels of demand for the Services, configuring
requirements and coordinating with service and supply
vendors.
(d) Evaluating the principal performance indicators of
Data Network operation, verifying Performance
Standards, including as applicable identifying
bottlenecks and establishing and reporting on trends
for decision making and planning. These measurements
may take the form of overall throughput, percent
utilization, error rates, or specific performance
measurements such as packets per second. Measurements
will include both peak and average levels.
(e) Identifying future loads on the Data Network that
could impact performance and developing forecasts of
Data Network growth and other changes in response to
the projected business needs of MSDW.
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(f) Monitoring the utilization of circuits to determine
appropriate sizing and port speed given the topology
of the Data Network and MSDW's usage patterns. IBM
shall also provide utilization reports quarterly and
otherwise when appropriate or as reasonably requested
by MSDW. IBM shall evaluate circuit utilization and
recommend upgrading, downsizing, or elimination as
appropriate.
(g) Maintaining high levels of Data Network circuit
quality. If MSDW believes that the quality of a Data
Network circuit has degraded, but not to such an
extent that MSDW considers the circuit to not be
Available for Use (as defined in Schedule B), IBM
shall investigate the reported problem using
non-intrusive testing methods and attempt to remedy
any quality degradation in the circuit. However, if
remedying the circuit problem would require IBM to
take the circuit out of service, IBM shall notify
MSDW and shall not take the circuit out of service
without prior authorization from MSDW.
(h) Performing Data Network optimization analyses on a
regular basis. At a minimum, such analyses shall be
performed following any major Data Network migrations
or changes. IBM shall work with MSDW to achieve
MSDW's optimization objectives as identified by MSDW
and as mutually agreed.
(i) Providing technical advice to MSDW with respect to
the environments and Services for which IBM is
responsible regarding: (A) applications development
so that applications being developed perform
effectively on the Data Network; and (B) optimizing
the utilization of applications utilizing the Data
Network.
(j) Providing systems engineering support for the Data
Network.
(i) IBM shall perform engineering functions
related to ordering, upgrading, and
installing Data Network circuits, software
and equipment.
(ii) IBM shall perform Data Network planning and
design activities, to include circuit layout
and establishing Data Network Services
design criteria and standards with MSDW
approval. IBM shall develop and recommend an
overall Data Network Services architecture
addressing MSDW's business strategies.
(iii) IBM shall maintain, and provide to MSDW upon
MSDW's request, Equipment inventories with
respect to the Data Network, location lists,
and other Data Network documentation and
information.
(iv) IBM shall verify restoration of Availability
following problems with Data Network
circuits or Equipment operated by IBM.
(v) Subject to Section 12.4 of the Agreement,
IBM shall perform Data Network modifications
as required to maintain compliance with
regulatory changes applicable to the Data
Network. IBM shall be responsible for
performing such Data Network modifications
within reasonable timeframes for compliance.
(vi) Where IBM's third party suppliers or
subcontractors must make modifications to
their service or technology platform
(including as
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<PAGE>
necessary to achieve interoperability with
existing Equipment operated by IBM and
Software), IBM shall oversee these
activities, verify that they are performed
within reasonable timeframes, and provide
progress reports to MSDW as part of the
Change Control Procedures and otherwise upon
the reasonable request of MSDW.
(k) Performing network administration and documentation
functions, including: installing Equipment with
respect to the Data Network for which IBM has
operational responsibility; verifying usage-based
communications charges; monitoring network traffic;
maintaining documentation of routers, bridges and hub
configurations; establishing network procedures and
standards; and maintaining network map for the Data
Network. IBM shall maintain Data Network diagrams for
the Services.
3.2 Data Network Connectivity and Operations.
----------------------------------------
IBM shall be responsible for Data Network connectivity and
operations. IBM's responsibilities with respect to Data
Network connectivity and operations shall include the
following:
(a) Providing dedicated and switched access to the Data
Network, including as described in Attachment A-1;
(b) Proactively managing and monitoring the Data Network
through the use of a network monitoring system,
including monitoring of circuit quality and
utilization. IBM shall continue to provide to MSDW
display-only access to the network monitoring system
utilized by IBM.
(c) Keeping the Data Network available and functioning
properly with reliable quality.
(d) Maintaining and supporting Data Network components,
including:
(i) Supporting SNA, VTAM, Netview, NPM, VPS, NDM,
Supersession and mainframe TCP/IP, as
applicable; and
(ii) Providing hardware maintenance for front-end
processors, local and remote controllers,
remote bridges and gateways (e.g., installing
micro code upgrades and releases in
controllers and front-end processors).
(e) Tracking, managing, communicating and resolving Data
Network exceptions.
(f) Maintaining and providing Data Network documentation
for IBM's areas of responsibility and cooperating
with MSDW in maintaining overall Data Network
documentation.
(g) Working with involved parties (e.g., other vendors
and MSDW personnel) to resolve Data Network problems.
(h) Performing planning, design and supervision of
backbone circuits.
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<PAGE>
(i) Provisioning, installing, upgrading, troubleshooting,
maintaining and repairing Data Network circuits,
Equipment operated by IBM and Software as required to
meet IBM's obligations under the Agreement. With
respect to the Data Network, IBM shall be responsible
for connectivity, both dedicated and switched
dial-up, and the communications related Equipment
operated by IBM and Software in support thereof, to
and between MSDW locations, End User Locations and
locations that do business with MSDW and End Users,
to the extent requested by MSDW and subject to MSDW's
payment of any applicable charges set forth in
Schedule C.
(j) Performing regularly scheduled and emergency system
maintenance in accordance with the Change Control
Procedures, the Procedures Manual and the following:
(i) Maintenance shall be performed during the
Data Network Maintenance Window; maintenance
outside of the Data Network Maintenance
Window may be performed only as approved by
MSDW. IBM will work with MSDW, and where
possible, accommodate MSDW's business
requirements, in scheduling maintenance
during the Data Network Maintenance Window.
(ii) At MSDW's request and upon reasonable
notice, IBM shall change the schedule for
the Data Network Maintenance Window,
provided that IBM is not materially
adversely affected by such change.
(iii) Upon MSDW's request and {*} advance
written notice to IBM or upon less notice as
otherwise agreed upon by the Parties, IBM
shall schedule and accommodate MSDW
maintenance activity during the earliest
Data Network Maintenance Window after such
notice.
(iv) IBM shall give MSDW advance notice of
routine maintenance, to be performed during
the Data Network Maintenance Window, that
may affect the Services.
(v) The Data Network shall be unavailable during
the Data Network Maintenance Window only to
the extent necessary for systems maintenance
purposes; provided, however, that IBM will
maintain at least one copy of {*}
authorization and routing regions, as well
as the TCP/IP stack on the host
corresponding to such regions, Available for
Use for each applicable MSDW Business Unit
in at least one Data Center at all times for
transaction routing purposes, including as
necessary to enable data exchange between
the host interface to the Marquee
processors, and routers connected to such
host, via the TCP/IP socket on such host.
Any maintenance of {*} authorization and
routing regions or the TCP/IP stack on the
host corresponding to such regions shall be
staggered among Data Centers such that the
requirements described in this Subsection
(v) are satisfied. Before conducting any
such maintenance, IBM shall verify that the
requirements described in this Subsection
2.1(l)(v) are satisfied. IBM shall promptly
notify MSDW Business Unit personnel
designated by MSDW from time to time of any
maintenance conducted outside of the IPSS
Maintenance Window
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<PAGE>
affecting the { * } authorization and routing regions or
the TCP/IP stack on the host corresponding to such
regions.
(k) Maintaining then-existing and future MSDW-supplied alternate
pathing and automatic dial-up backup capabilities, including
for LAN-to-Data Network connections.
(l) Evaluating and testing, in advance, Data Network, terminal and
interface Equipment operated by IBM. IBM shall configure and
install such Equipment that will be attached to, and will
communicate over, the Data Network.
(m) Scheduling Data Network outages related to installation,
maintenance, expansions and modifications during hours that
meet operational needs and minimize disruption as approved in
advance by MSDW. IBM shall notify MSDW, as appropriate, prior
to the scheduled outage unless otherwise agreed to by MSDW.
(n) Reporting outages of circuits and Equipment operated by IBM to
the appropriate vendor, and tracking and escalating as required
for timely resolution.
(o) Maintaining redundancy and alternative routing on Data Network
infrastructure at levels that are commercially reasonable and
in accordance with industry standards.
(p) Providing system dial-up ports as required.
(q) Providing interfaces, support and coordination to maintain
on-going communications capability among MSDW, End Users and
locations that do business with MSDW and End Users.
(r) Upon MSDW's review and approval, providing connectivity to IBM
and third party vendor facilities and systems or other external
networks as mutually agreed.
(s) Providing appropriate information and assistance to locations
that do business with MSDW in establishing and maintaining
connections between the Data Network and such locations. IBM
shall provide information regarding the operability of Data
Network components to assist such external parties in resolving
problems. IBM shall monitor such connections to the extent the
Data Network is able to provide information regarding the
status of such connections.
(t) Supporting protocol conversion and translation, as necessary to
provide the Services, or as otherwise requested by MSDW and
mutually agreed.
(u) Coordinating Data Network addressing. IBM shall manage address
generation capacity to avoid interruption or delay of normal
MSDW operations and provide addressing for the required number
of devices at End User Locations to meet installation and test
schedules proposed by IBM and approved by MSDW.
(v) Disconnecting circuits and removing Data Network Equipment
operated by IBM that is no longer needed by MSDW. IBM shall
complete removal activities within { * } after the date that
IBM receives notification from MSDW that the
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<PAGE>
connection is no longer needed by MSDW. In any event, IBM shall
complete removal activities within the published time frames of
the applicable local exchange carriers and inter-exchange
carriers.
(w) Developing IBM acceptance procedures for installation and
changes to the Data Network (other than with respect to
MSDW-requested MACs, which is addressed in Section 3.3(f) of
this Schedule A), and for verifying restoration of Availability
following problems with Data Network circuits or Equipment
operated by IBM. The acceptance procedures shall use objective
and demonstrable criteria for verifying compliance with
Performance Standards, performance specifications and
applicable criteria.
(x) Providing network management services to proactively monitor
MSDW's telecommunications environments for service degradation,
including detection, isolation, diagnosis and correction of
problems. IBM shall diagnose and attempt to resolve problems
remotely. IBM shall perform reactive, proactive, and predictive
fault management and will implement policies and procedures to
take advantage of opportunities to improve the problem
management process.
(y) Coordinating the resolution of problems between third party
telecommunications providers and internal MSDW teams to resolve
issues escalated by the Help Desk. This may include
coordinating on-site meetings between appropriate third-party
vendors.
(z) Providing reports on the status of the Data Network in
accordance with the Agreement. Over the Term, IBM shall make
efforts to improve these reports in terms of readability,
comprehensiveness, and accuracy, where applicable.
3.3 Data Network Moves, Adds and Changes.
------------------------------------
As requested by MSDW, IBM shall be responsible for planning,
managing, performing and testing moves, adds and changes for Data
Network Services ("MACs") in accordance with any applicable
Performance Standards established pursuant to Schedule B. Moves, adds
and changes carried out pursuant to Problem Management activities
shall not be treated as MACs. IBM shall perform its responsibilities
with respect to MACs so as to minimize the impact on MSDW's business
operations. IBM's specific responsibilities with respect to MACs
shall include the following:
(a) As part of planning a MAC, IBM shall prepare MAC orders in
consultation with MSDW and shall validate the correctness and
proper authorization for MAC orders. In addition, IBM shall,
for each MAC, establish a backout procedure so as to be able to
undo such MAC and restore pre-MAC status in the event of
unsuccessful testing. If MSDW space planning personnel or third
party personnel designated by MSDW are involved in a MAC, IBM
shall coordinate with such MSDW personnel or third party
personnel, as applicable.
(b) IBM shall be responsible for coordinating the MAC from
initiation to completion, including serving as a single point
of contact, coordinating with MSDW groups (including as
required regarding cabling and wiring issues with respect to
the Data Network) and IBM-provisioned third party
services/products suppliers to achieve high quality execution
of such MAC. As a part of the
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<PAGE>
foregoing IBM shall coordinate with required parties in the
performance of MAC site inspections and the preparation of MAC
sites for MACs as each relates to the Data Network.
(c) As part of performing a MAC, IBM's responsibilities shall
include:
(i) with respect to Equipment operated by IBM, delivering
such Equipment to, or removing such Equipment from, a
site as necessary;
(ii) communicating Data Network logical unit configuration
information (including, with respect to switched Data
Network access, LU configuration XID information) to
MSDW where appropriate;
(iii) coordinating order and installation of circuits (e.g.,
telephone company circuits) where reasonably required;
(iv) notifying MSDW of any expected delays in meeting
required completion dates or applicable Performance
Standards;
(v) cooperating and working with MSDW, third parties or
telephone companies to resolve delays under their
control;
(vi) monitoring Data Network Services at MAC sites to verify
that such Services are Available for Use;
(vii) escalating and pursuing any reported Available for Use
problems with third parties as appropriate; and
(viii) providing billing information consistent with the type
and detail of information provided as of the Effective
Date, including total connect time by XID/PU to MSDW.
(d) IBM shall complete MSDW MAC requests for XIDs within { * } of
request by MSDW. IBM shall complete MSDW MAC requests for
circuits as soon as commercially feasible but in no event in
more than { * } after receiving MSDW's request, except to the
extent that IBM reasonably demonstrates delay caused by telco
service delivery. IBM shall use reasonable efforts to complete
MAC requests for circuits before the end of such { * } period
if MSDW requests expedited service.
(e) IBM shall provide on-site MAC support as necessary and
appropriate.
(f) IBM shall perform testing for MACs that includes acceptance
procedures that use objective and demonstrable criteria to
verify compliance with performance specifications and
applicable criteria. A MAC shall be deemed completed only after
IBM has notified MSDW that such MAC has successfully passed
applicable acceptance testing procedures and MSDW has notified
IBM of its acceptance. Each Party's notification to the other
Party pursuant to the immediately preceding sentence shall be
in accordance with any mutually agreed-upon, documented
procedures for notification.
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(g) Upon the completion of each MAC, IBM shall document such MAC,
updating its asset management system as applicable. Such
documentation and updating shall include tracking equipment
and/or software changes made pursuant to the MAC.
Where MSDW is responsible for a MAC-related activity as described in
the Responsibility Matrices, IBM shall coordinate with and support
MSDW as requested by MSDW.
3.4 Data Network Software Products.
------------------------------
IBM shall provide the following Software products to MSDW, subject to
the licensing terms set forth in the Agreement:
(a) Strategic Network Data Manager ("SNDM") and SCF (SNDM
-----------------------------------------------------
Communicator's facility). SNDM is a Software product used to
------------------------
transmit datasets among IBM Data Centers and MSDW Facilities.
IBM will install and utilize SNDM in all IBM Data Centers as
part of the Services, and will provide MSDW with both SNDM and
SCF (SNDM Communicator's facility) pursuant to this Section.
(b) SNDS. SNDS is a batch data transfer Software product for a
----
personal computer, which only operates in a SNA leased-line
environment.
(c) Teleview. Teleview is a mainframe-based session management
--------
Software product that provides multiple session support across
a single SNA logical session. IBM will maintain copies of
Teleview on the mainframe Equipment for use by MSDW.
The Software products described in Subsections (a) and (b) of this
Section shall be provided { * }. The Software product described in
Subsection (c) of this Section shall be provided in accordance with
the corresponding pricing set forth in Schedule C.
3.5 Other Data Network Services.
---------------------------
IBM shall provide the following Data Network Services:
(a) Merchant Interface Gateway ("MIG") Platform. The MIG Service
-------------------------------------------
consists of Equipment, Software and a communications platform
supplied by IBM in order to facilitate the transmission of
credit card authorization request data to { * } for routing to
the appropriate authorizer. The MIG Service shall include the
provision of:
(i) any premise IBM Equipment at authorization origination
sites (e.g., merchant sites) that is necessary to
provide this Service;
(ii) operating and communications Software; and
(iii) program exits to user routines for specific
Applications.
(b) Financial Interface Gateway ("FIG") Platform. The FIG Service
--------------------------------------------
consists of Equipment, Software and a communications platform
supplied by IBM that facilitates the transmission of credit
card or check authorization data from an
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<PAGE>
ATM network or other financial institution to { * } for
routing to the appropriate authorizer. The FIG Service shall
include the provision of:
(i) any premise IBM Equipment at the financial institution
or at the ATM network provider's premise that is
necessary to provide this Service;
(ii) operating and communications Systems Software; and
(iii) { * } Software for PIN codes.
(c) Telecommunications Access Number ("TCAM"). TCAM Service
-----------------------------------------
consists of the provision of TCAM in a host processor, a
Software product conforming to Systems Network Architecture
("SNA") that handles and queues messages in the Data Network
by making use of the Virtual Telecommunications Access Method
("VTAM") access method capabilities. This Service includes:
(i) provision of necessary operating and communications
Software; and
(ii) provision of program exits to user routines for specific
Applications.
(d) { * } Service consists of the provision of { * }, a CICS-based
transaction router application used for real-time credit
purchase authorizations. All major bank cards can be routed
through { * } to respective authorizing institutions. A
secondary function provided is the "pass-through" routing of
application messages. This Service includes:
(i) provision of necessary operating and communications
Software; and
(ii) provision of program exits to user routines for specific
Applications.
(e) { * } Service consists of the provision of { * }, a CICS-based
transaction router used for real-time credit purchase
authorizations solely for Discover Financial Services. Only
Discover credit cards can be routed through { * } to the
Discover Card Authorization system. This Service includes:
(i) provision of necessary operating and communications
Software; and
(ii) provision of program exits to user routines for specific
Applications.
(f) Credit Authorization Gateways. This Service consists of the
-----------------------------
provision of facilities and SNA connectivity to enable the
transmission of credit card authorization data to and from
host-based Applications (e.g., { * }) for routing to the
appropriate third-party authorizer. This Service includes:
(i) provision of environmental support that includes
necessary power, climate, LAN connectivity, and rack
space for authorizer-provided equipment; and
(ii) provision of communications connectivity between the
authorizer-provided equipment to diverse front-end
processor Equipment ports at
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IBM Facilities datacenter location using dual 19.2
Kbps circuits (i.e., two (2) circuits and two (2)
ports per credit authorization gateway).
(g) Host Security Module ("HSM").
----------------------------
This Service consists of the provision of facilities and
SNA connectivity to enable the use of authorizer-provided
equipment (e.g., Racal Datacom equipment) for the
decryption of personal identification numbers ("PINs")
transmitted from point-of-sale ("POS") Equipment. Debit
card information including the PINs is transferred from the
POS Equipment to host-based Applications (e.g., NWS) for
routing to the appropriate authorizer. The HSM Service
decrypts each PIN prior to this authorizer transmission.
The Host Security Module Service includes:
(i) provision of environmental support that includes
necessary power, climate, LAN connectivity, and
rack space for authorizer-provided equipment (e.g.,
Racal Datacom equipment) located in IBM Facilities;
and
(ii) provision of communications connectivity between
the authorizer-provided equipment and diverse
front-end processor Equipment ports at each IBM
Facilities datacenter location using dual 19.2 Kbps
circuits (i.e., two (2) circuits and two (2) ports
per gateway).
3.6 Systems Management Controls.
---------------------------
Except as otherwise provided by the Procedures Manual, and without
limiting IBM's other responsibilities as set forth in the
Agreement, IBM will design, implement, use and administer the
following Systems Management Control disciplines as the standard
set of procedures for managing the Data Network Services:
(a) Batch Transmission Management. IBM will provide the ability
-----------------------------
to facilitate batch traffic transmissions between Equipment
operated by IBM and other remote workstations or End User
Equipment. Setup and scheduling of these transmissions can
be controlled by MSDW. IBM will assist MSDW with special
requests by MSDW for batch transmission management.
(b) Interactive Traffic Management. IBM will provide
------------------------------
connectivity that allows End Users to communicate with
on-line Applications using the Data Network. IBM will
monitor and control the Data Network Equipment and Software
control resources that allow End Users to interactively
access mainframe resources.
(c) Configuration Management. IBM will process all Data Network
------------------------
configuration changes and maintain this information within
configuration databases.
(d) Inventory Management. IBM will manage inventory on all
--------------------
Equipment operated by IBM (including incoming and outgoing)
in the Data Network. This activity includes serial number
tracking, IBM third party supplier coordination and
maintenance.
3.7 Hours of Operation.
------------------
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IBM shall be responsible for the Data Network communications { *
}. The Data Network shall be Available for Use { * }, except
during the Data Network Maintenance Window (as defined in Section
1.1(f) of this Schedule A), subject to the Performance Standards
set forth in Schedule B and to IBM's obligations with respect to
the Data Network Maintenance Window set forth in Section 3.2(j)
of this Schedule A.
4. CROSS-FUNCTIONAL SERVICES
IBM shall provide the following cross-functional Services as such
Services relate to the IPSS Services and Data Network Services. In the
event that MSDW terminates the provision of Data Network Services { * },
IBM shall continue to provide the Services set forth in this Article 4
as such Services relate to the IPSS Services.
4.1 Technology Business Continuity Services.
---------------------------------------
(a) Technology Business Continuity Plan. IBM shall be
-----------------------------------
responsible for the implementation, maintenance and
testing of a mutually agreed-upon technology business
continuity plan for the Services (the "TBCP"). The TBCP
shall be a component of MSDW's overall business continuity
plan. IBM shall follow the existing TBCP in effect
immediately prior to the Effective Date. IBM shall update
the TBCP pursuant to Subsection (i) of this Subsection (a)
and otherwise with MSDW's approval as necessary and
appropriate to remain current with the environments
covered by the plan. IBM's responsibilities with respect
to the TBCP shall include the following:
(i) Reviewing and revising, as necessary, the TBCP in
the following manner:
(A) Within { * } after the Effective Date, IBM and
MSDW shall review MSDW's existing TBCP. Based
upon this joint review, IBM will propose
updates and revisions to the existing TBCP,
for MSDW's review and approval, reflect the
Services provided and to respond appropriately
to new MSDW requirements. To the extent the
implementation of changes to the existing TBCP
would constitute New Services pursuant to
Section 12.4 of the Agreement, IBM shall so
indicate and propose an estimated charge for
implementation.
(B) Within { * } after receiving MSDW's comments,
provide MSDW for MSDW's review, comment and
approval, a revised draft of the TBCP, based
on MSDW's review and IBM's proposed changes
approved by MSDW. IBM shall incorporate any
comments or suggestions by MSDW into the
revised draft TBCP.
(C) Within { * } after receiving MSDW's comments
on the revised draft provided by IBM pursuant
to Subsection (B) above, provide MSDW for
MSDW's approval the final revised TBCP. The
final revised TBCP shall not be implemented
until it has been approved by MSDW.
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(ii) The TBCP shall be maintained to enhance the
effectiveness of MSDW's existing technology
business continuity/disaster recovery capabilities.
Among other things, the TBCP shall:
(A) List the agreed-upon time criteria for
restoring MSDW's operating environment and
recovering those resources necessary to permit
MSDW to recover Applications Software in
accordance with the corresponding Recovery
Class of Service designated by MSDW.
(B) List the agreed-upon time criteria for
transporting storage media from off-site
storage facilities to the applicable disaster
recovery facilities.
(C) Provide for the recovery of mission critical
information technology processing capabilities
within the time frames provided in the
Business Continuity Plan.
(D) Contain a brief description of processes and
procedures used to recover the Services, and
associated time frames for the recovery of
such Services, including a prioritized listing
of Applications and their respective Recovery
Class of Service for disaster recovery
purposes;
(E) Identify a listing of the Equipment operated
by IBM and Software comprising the
Configuration by Recovery Class of Service;
(F) Describe IBM's and MSDW respective recovery
responsibilities;
(G) Set forth contact listings of MSDW and key IBM
Personnel;
(H) Identify recovery teams for each Party;
(I) Describe recovery scenarios;
(J) Contain criteria for Disaster declaration,
recovery and testing;
(K) Describe backup process and components;
(L) Identify the hot sites designated by IBM for
business continuity functions and the location
for off-site storage of the tape backups;
(M) Contain notification procedures;
(N) Address recovery information, procedures and
schedules;
(O) Address periodic reporting, which shall at a
minimum include testing results. IBM shall
provide access to an on-line system that lists
the Applications and the corresponding
Recovery Class
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of Service for each of such Applications, as
such Recovery Class of Service is designated
by MSDW.
(P) Address testing results and any required
corrective action plans; and
(Q) Contain procedures for maintaining the TBCP.
(iii) IBM will provide a representative who is
knowledgeable in disaster recovery planning and the
TBCP to serve as a single point-of-contact for MSDW
disaster recovery-related communications and
activities and who will be responsible for the
development and maintenance of the TBCP pursuant to
this Section;
(iv) IBM shall cooperate with MSDW personnel responsible
for the MSDW business continuity plan (the "MSDW
Business Continuity Team"), participate in
proceedings of the MSDW Business Continuity Team as
reasonably requested by MSDW, and in conjunction
with the requirements set forth for the MSDW's
overall business continuity plan, maintain the
TBCP. The environments and resources supported by
the Configuration will be maintained in the
Emergency Response Plan ("ERP") section of the
on-line Application Contingency Plan ("ACP")
maintained by MSDW. The environments and resources
necessary to permit MSDW to recover Applications
Software in accordance with the corresponding
Recovery Class of Service will be recovered per the
ERP which ties in to the IBM accounting system. The
Job Account ("JA") for each Applications Software
job is indicated in the IBM accounting system and
determines what jobs will run to recover such
environments and resources. An `EXIT' checks the JA
for each Application during recovery and only runs
those jobs corresponding to a Class 1, Class 2 or
Class 4 Recovery Class of Service. With cooperation
and approval from MSDW, IBM will review and update,
if necessary, the TBCP on an annual basis or as
otherwise warranted by business or technical
changes (or both) to verify compatibility with
MSDW's overall business continuity plan.
Implementation of changes to the TBCP shall be
subject to Section 12.4 of the Agreement. IBM will
receive business direction and requirements from
the MSDW Business Continuity Team and will receive
authorization from such team to make significant
changes to the strategic and/or tactical direction
of the TBCP.
(v) IBM shall test the TBCP, in cooperation with MSDW
in accordance with the following:
(A) Performing testing by Recovery Class of
Service in accordance with the TBCP and as
follows: With respect to the environments and
resources supporting Applications with a Class
1 Recovery Class of Service, { * }, and with
respect to the environments and resources
supporting Applications with a Class 2
Recovery Class of Service, { * }.
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(B) Scheduling testing at dates and times
initially agreed upon by the Parties as
part of the testing process. As of the
Effective Date, the testing process
provides for the mutual agreement of
dates and times in January of each
calendar year.
(C) Performing the test at the business
Recovery Center.
(D) Permitting MSDW to observe all such
tests or parts of such tests subject to
Article 10 of the Agreement.
(E) Providing MSDW with a written report of
the test results by class and providing
MSDW with proposed TBCP modifications.
(F) Performing problem resolution and
retesting of unsuccessful Services test
components in a timely manner.
(vi) IBM shall adjust its disaster recovery
capability as necessary to accommodate
growth in MSDW's business volumes, changes
in MSDW's operating environments,
Application Software enhancements, changed
processing locations, or new functions
requested. Changes to the TBCP shall be made
in accordance with the Change Control
Procedures.
(vii) IBM shall identify opportunities (if any)
for improvement and efficiencies in disaster
recovery functions.
MSDW will designate a representative who is
knowledgeable in disaster recovery planning and the
TBCP to serve as a single point-of-contact for
MSDW. Such representative will:
(viii) Act as the primary interface to IBM's
disaster recovery representative described
above;
(ix) Be reasonably available in the event a
Disaster is declared;
(x) Cooperate with IBM in the development and
maintenance of the TBCP; and
(xi) Be responsible for the proper classification
of Applications into the various recovery
classes.
(b) Technology Business Continuity Functions. In the
----------------------------------------
event of a disaster, IBM shall provide technology
business continuity functions in accordance with
the TBCP. IBM's functions shall include the
following:
(i) Declaring a Disaster upon request from MSDW,
or jointly with MSDW if a joint declaration
is feasible. Where a joint declaration is
not feasible, and IBM reasonably and in
good-faith believes that a Disaster has
occurred, IBM shall promptly notify MSDW of
a declared Disaster.
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(ii) Providing a single point-of-contact for technology
business continuity related communications and
activities.
(iii) Maintaining communications with MSDW as to the status
of the Disaster and the progress of the restoration
process.
(iv) Assuming responsibility for the data processing
operating environments and Data Network facilities at
the disaster recovery facilities, including the
following:
(A) Taking immediate action to prepare the Recovery
Center for use and will provide the resources
(including processing and network
resources)necessary to support Applications. In
the event that a Disaster renders IBM incapable
of providing IPSS Services, IBM will move its
operations to the designated Recovery Center and
provide the Services to MSDW within the time
frames corresponding to the Recovery Class of
Service assigned by MSDW for each Application.
(B) Delivering the data, Systems Software and
Applications archived in off-site storage to the
Recovery Center designated in the TBCP.
(C) Rerouting the affected data communications
circuits to the Recovery Center.
(D) In the event of a declared Disaster with respect
to a Data Center, IBM will recover the operating
environment platform in Recovery Center based on
the information provided in the TBCP. As of the
Effective Date (and unless otherwise agreed upon
by the Parties pursuant to the revised TBCP), in
the event that a Disaster occurs in any Data
Center, all Class 3 workloads (for customers
affected or not affected by the Disaster) will be
quiesced as necessary and in accordance with the
TBCP, and disrupted Class 1, Class 2 and Class 4
workloads would be restored.
(E) Recovering the environments and resources
necessary for MSDW to recover Applications in
accordance with the TBCP and within the time
frame corresponding to the Recovery Class of
Service designated for such Applications.
(F) Operating the Applications on the Configuration
at the Recovery Center.
(G) Furnishing all supplies and storage media
(excluding supplies for which MSDW is responsible
under the Agreement (e.g., special forms)).
(H) { * }
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(I) Providing all required Data Network connectivity
to the Recovery Center.
(J) { * }
(c) Support for MSDW Contingency Testing. IBM shall provide
------------------------------------
adequate resources to support MSDW contingency testing
requirements (including with respect to database
environments) in accordance with reasonable MSDW
requirements.
4.2 Equipment Management and Support.
--------------------------------
IBM shall be responsible, except as expressly provided otherwise
in the Agreement, for adding to, replacing, upgrading,
supporting and maintaining the IBM Equipment and, to the extent
provided in the SSAs, MSDW Equipment. IBM will refresh this IBM
Equipment in accordance with Section 3.4 of the Agreement. IBM's
responsibilities with respect to the provisioning, support and
maintenance of IBM Equipment shall include the following:
(a) Staging, configuring, installing (including performing site
surveys, testing and verification in support of
installation as appropriate) and, as appropriate,
de-installing and removing such IBM Equipment.
(i) IBM shall plan and coordinate such activities with
the appropriate MSDW Business Units, perform such
activities in accordance with MSDW approved
schedules.
(ii) IBM shall install the necessary Software.
(iii) IBM shall perform full testing (which shall include
verifying that proper Data Network connectivity is
obtained, if applicable) after installation and
provide proper back-out procedures.
(iv) If installation occurs after hours, IBM shall make
available support the next working business day in
order to provide the necessary support. Such support
will be on-site as necessary.
(v) IBM shall promptly notify MSDW of any problems that
might affect availability of IBM Equipment within
established schedules.
(vi) With respect to (A) leased MSDW Equipment for which
the applicable lease expires, and (B) MSDW
Equipment owned by MSDW that is located in IBM
Facilities, IBM shall cooperate with MSDW or
lessors of such Equipment, as applicable, to return
such assets to MSDW or such lessors, including
providing MSDW or such lessors with access to IBM
Facilities to permit such return. Such cooperation
shall include maintaining a secure area for such
assets, and relocating such assets to such area
prior to their return to MSDW or such lessors, as
applicable.
(b) Rolling out IBM Equipment. IBM shall be responsible for
coordinating any testing, scheduling, and systems
integration of these products. IBM shall also
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update the then-existing tools to track the frequency and
type of roll-outs on a business-by-business basis.
(c) Providing corrective and preventive maintenance and timely
installation of engineering changes for the IBM Equipment
as necessary to maintain the IBM Equipment in good
operating condition and in accordance with manufacturer's
specifications or other agreements as applicable. IBM shall
maintain spare IBM Equipment as necessary to meet the
Performance Standards.
4.3 Systems Software Management and Support.
---------------------------------------
IBM shall be responsible, except as expressly provided otherwise
in the Agreement, for adding to, replacing, upgrading, supporting
and maintaining the Systems Software as necessary to perform the
Services and in accordance with Section 3.4 of the Agreement.
IBM's responsibilities with respect to Systems Software shall
include the following:
(a) Supplying, installing, supporting, operating and
maintaining Systems Software. IBM shall cooperate with
third party vendors, as necessary to properly support Third
Party Software that is Systems Software.
(b) Monitoring availability of, and implementing as
appropriate, Systems Software fixes/patches made available
by software vendors.
(c) Subject to contractual agreements, if any, maintained with
the particular software vendor, performing modifications or
changes necessary to correct errors, including modifying
code and making operational modifications, such that each
item of Systems Software operates according to its
documentation, specifications and operational requirements.
(d) Monitoring and tuning the Systems Software on a periodic
basis. IBM shall also install, as appropriate,
tools/products to better enable the Systems Software to
perform efficiently and in accordance with applicable
specifications.
(e) Subject to appropriate planning, testing and verification,
installing new releases of, enhancements and upgrades to,
Systems Software (including software development products
and tools) so as to remain within { * } of the then-current
maintenance release; provided that MSDW may, on a
case-by-case basis, determine to remain at a prior
generation subject to the Parties' respective obligations
set forth in Section 3.4 of the Agreement. Except as
otherwise required by such Section or directed by MSDW, IBM
shall perform such other functions as are required to
maintain such currency (including maintaining the currency
of language compilers for Applications developed with those
compilers; and performing data conversions) and to maintain
the operability of non-current features (to the extent such
maintenance does not conflict with the requirements in the
immediately preceding sentence).
(f) Providing appropriate information and documentation for any
new, enhanced or modified Systems Software installed by
IBM, and thereafter providing appropriate updates to such
materials (as provided by the vendor in the case of Third
Party Software).
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<PAGE>
(g) Up to the level set forth in (e) above or as required by
an emergency, implementing other preventive and remedial
maintenance and updates for Systems Software.
(h) Maintaining Systems Software documentation.
(i) Managing third party product support, including
maintaining Third Party Systems Software as required by
third party contracts and license agreements.
(j) Providing information to MSDW about the functionality,
architecture, data, and other information related to the
Systems Software, as requested by MSDW (as provided by the
vendor in the case of Third Party Systems Software).
(k) In the case of Systems Software for which third parties
perform development and maintenance functions, but
excluding with respect to Third Party Software licensed by
MSDW for which MSDW is assigned "Dev" and "Maint"
responsibilities (as defined in Schedule E of the
Agreement) under Schedule E of the Agreement:
(i) causing such third parties to perform such
functions in accordance with IBM's obligations
under the Agreement (e.g., install upgrades or new
releases of the relevant Systems Software in a
manner that provides for continued eligibility for
the functions provided by third party vendors of
such Systems Software); and
(ii) directing, supervising and being responsible for
maintenance performed on such Systems Software by
third party vendors or other qualified third party
service providers. IBM shall notify MSDW in the
event the third party ceases to perform such
functions for such Software and propose a
reasonable alternative to continued use of such
Software. IBM shall implement such alternative as
authorized by MSDW.
(l) Reviewing Systems Software conversion plans with MSDW. IBM
shall perform Systems Software assurance reviews with MSDW
for major operating system and sub-system releases.
(m) Providing the Systems Software and support to enable
communication between various processing platforms used to
provide the Services.
(n) Coordinating and implementing roll-outs, upgrades and new
releases of Systems Software.
(i) IBM shall coordinate any testing, scheduling, or
systems integration of these items. IBM shall also
track and report the frequency and type of
roll-outs for each MSDW Business Unit.
(ii) IBM shall test Systems Software after roll-out and
provide proper back-out procedures. If roll-outs
occur after hours, IBM shall provide support the
next working business day. Such support will be
on-site as necessary.
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(o) Managing and maintaining System Software license
compliance. IBM shall monitor use of licensed Systems
Software, including license metering and license
tracking.
(p) Performing de-installation of Systems Software to
address MSDW's business requirements or as otherwise
appropriate in conjunction with IBM's other
responsibilities regarding Software.
4.4 Applications Software Management and Support.
--------------------------------------------
IBM shall install and de-install Applications Software
(including new releases, enhancements and upgrades thereto) as
requested by MSDW or as otherwise appropriate in conjunction
with IBM's other responsibilities regarding Software. MSDW
will be responsible for the development, integration and
testing of all new Applications Software or changes to
Applications Software provided to IBM for installation.
4.5 Asset Inventory and Tracking.
----------------------------
IBM shall be responsible for managing and maintaining a
current, audited and approved asset inventory of the IBM
Equipment, IBM Software, Authorized Subcontractor Software and
Third Party Software licensed by IBM, an IBM Affiliate or
Authorized Subcontractor. With respect to IBM Equipment
comprised of I/O, DASD or tape resources that is utilized by
MSDW and other IBM customers, IBM shall be responsible for
managing and maintaining a complete asset list of such
Equipment but shall not be responsible for allocating or
identifying the extent to which such Equipment is utilized
solely for MSDW. IBM's responsibilities with respect to asset
management shall include the following:
(a) IBM shall provide, implement and operate an automated
asset management system to track information regarding
such Equipment and Software to the extent necessary to
uniquely identify the type (e.g. manufacturer, model
number, brief description), configuration (e.g.,
configuration information, release level) and location
of such Equipment and Software.
(b) IBM shall provide to MSDW a written inventory report
that includes inventory data and supporting information
with respect to such Equipment and Software (i) upon
MSDW's reasonable request, and (ii) upon notice of
expiration of the Agreement or any notice termination
(in whole or in part) pursuant to Article 21 of the
Agreement.
4.6 Problem Management Services.
---------------------------
IBM shall be responsible for tracking, managing and resolving
Problems (as defined in Schedule B) arising from or relating
to the Services that are received from an MSDW level 1 help
desk, automated alarm or other source ("Problem Management").
IBM's general responsibilities with respect to Problem
Management shall include the following:
(a) Logging reported Problems with respect to the Services
upon receipt from MSDW level 1 help desk support,
automated alarm or other source. IBM shall identify and
log Problems arising in the performance of the Services
with the appropriate MSDW level 1 help desk support. For
each Problem with respect to
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<PAGE>
the Services that is escalated to the Help Desk or IPSS
Production Support Center, IBM shall assign a Severity
Level (as defined in Section 6.1 of Schedule B) and
prioritize resolution of Problems in accordance with the
Severity Levels.
(b) Monitoring, controlling and managing each Problem arising
from or relating to the Services until it is corrected or
resolved. To the extent a Problem does not arise from or
relate to the Services, IBM shall refer such Problem to the
appropriate entity, as identified by MSDW, for resolution.
(c) Correcting or resolving Problems within the scope of IBM's
responsibilities. Resolution of a Problem will be subject
to the MSDW level 1 help desk's verification with the
authorized MSDW affected End User or control person that
the Problem has been resolved.
(d) Adhering to the procedures for Problem escalation, review
and reporting specified in Section 4.7 of this Schedule A
or in the Procedures Manual, and also taking appropriate
measures to avoid reoccurrence of Problems.
(e) Performing Problem analysis, including identification of
the source of the Problem;
(f) Monitoring, measuring and providing reports on Problems
including statistics on the types of Problems, total number
of Problems, outstanding Problems, resolution times
(including the average time to resolve Problems), and as
otherwise required to report IBM's compliance with the
Performance Standards set forth in Schedule B. IBM shall
undertake reasonable efforts to improve the average time to
resolve Problems.
(g) IBM shall maintain communications with the appropriate MSDW
level 1 help desk support on Problems through resolution.
IBM shall, for each Problem, provide prompt notification to
MSDW of system outages on critical systems and otherwise
provide the appropriate level 1 help desk support with
regular and timely progress updates (at least hourly with
respect to Level 1 Problems (as defined in Schedule B))
that clearly indicate the nature of the Problem, the
estimated time to completion, and potential short-term
alternatives. IBM shall make known to the appropriate MSDW
level 1 help desk support information regarding the status
of Severity 1 Problems and Severity 2 Problems on at least
a daily basis or more frequently as appropriate. IBM shall
track and report any backlog of unresolved Problems.
(h) IBM shall maintain a Problem tracking and management tool.
Such tool shall include a mechanism to capture, store and
retrieve solutions for reuse by IBM personnel and MSDW
authorized personnel. IBM shall grant MSDW access to
monitor and view the Problem management database on an
ongoing basis upon the request of MSDW authorized
personnel. In addition, IBM shall have access to, and
leverage, for reuse IBM-wide cross-customer solutions from
central problem resolution databases maintained by IBM.
(i) IBM shall provide or dispatch support specialists to
provide on-site troubleshooting and maintenance response as
necessary to identify and resolve Problems.
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(j) IBM shall engage and manage third party suppliers and
vendors as necessary to localize and resolve Problems that
arise from or relate to the Services as received from MSDW
level 1 help desk support, automated alarm or other source.
4.7 Help Desk and IPSS Production Support Center Services.
-----------------------------------------------------
IBM shall be responsible for operating (A) a help desk with
respect to those Services other than the IPSS Services (the "Help
Desk"), and a production support center for the IPSS Services
(the "IPSS Production Support Center"). The Help Desk and the
IPSS Production Support Center will act as escalation contact
point for Problems with respect to Services (e.g., from the MSDW
level 1 help desk), and will coordinate support functions for
such Services among IBM Personnel, MSDW personnel and external
suppliers. The Help Desk and IPSS Production Support Center will
provide Problem determination and classification of Problems
relating to such Services according to the Severity Levels (as
defined in Schedule B). The IPSS Production Support Center and
Help Desk will also provide Problem resolution and tracking, as
applicable, with respect to Problems arising from, or relating
to, the Services. The Help Desk and IPSS Production Support
Center shall provide coverage { * } through a central toll-free
telephone number. IBM shall maintain processes under which a
single point-of-contact for the Help Desk or IPSS Production
Support Center, as applicable, has end-to-end responsibility for
Problems escalated to it that arise from or relate to the
Services in order to minimize redundant contacts with MSDW.
(a) IBM's responsibilities with respect to both the IPSS
Production Support Center and the Help Desk shall include
the following:
(i) Providing a single point of contact for responding
to Problems escalated to it (e.g., from the MSDW
level 1 help desk).
(ii) Receiving and logging calls escalated to it.
(iii) Providing resolution of Problems at the time of
notification, or dispatching or arranging for
on-site support, if required, for Problem
determination and resolution. If unable to resolve
the Problem during an initial call or otherwise
upon receipt, the Help Desk or IPSS Production
Support Center, as applicable, will route the call,
alert or other notification of the Problem to the
appropriate Problem Management resources and retain
responsibility for managing the Problem to
resolution, as well as with communicating status to
the MSDW point of escalation (e.g., MSDW level 1
help desk personnel). If the Problem does not arise
from or relate to the Services, the Help Desk or
IPSS Production Support Center, as applicable, will
route the call back to the appropriate MSDW level 1
help desk support. In such instances, IBM shall
cooperate with other internal or external parties
to achieve resolution of the Problem; however, IBM
is not responsible for tracking and managing the
call to resolution.
(iv) Notifying the appropriate MSDW personnel of
Services failures, or of an emergency;
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(v) Routing Problem tickets to the appropriate entity
for resolution (internal or external), tracking the
progress of problem resolution efforts, and timely
escalating Problems to the appropriate levels for
resolution (internal and external).
(vi) In an appropriate and timely manner, the Help Desk
or IPSS Production Support Center, as applicable,
shall communicate pertinent information regarding
the status of resolution of Problems and associated
progress and make such information available to
MSDW and other relevant parties.
(vii) To document Problems reported from calls, automated
alerts or other sources, initiating (1) a problem
management record for Problems reported to the IPSS
Production Support Center (each such record a
"PMR"), and (2) a problem ticket for Problems
reported to the Help Desk (each such ticket a
"Ticket").
(A) With respect to the IPSS Production Support
Center, PMRs will be automatically opened for
MSDW Application batch processing by alert
monitoring, with other PMRs being opened
manually. PMRs corresponding to the IPSS
Production Support Center will include
information such as date and time opened, a
description of Problem symptoms, Problem
assignment, Problem status and final
resolution.
(B) With respect to the Help Desk, a Ticket may
include information such as End User
information, call record number, date and
time opened, Service requested, Problem
description or symptoms, call assignment,
call status, and call resolution and closure
information.
A PMR or Ticket will not be closed until the
Problem reporter or other appropriate MSDW
representative and IBM agree that the Problem has
been resolved.
(viii) Interfacing with and coordinating Problem
determination and resolution with the appropriate
MSDW personnel and third party service providers.
(ix) Monitoring Problem status to facilitate Problem
closure within defined criteria or escalate in
accordance with the escalation procedures defined
in established operational procedures;
(x) With MSDW's assistance, establishing and
maintaining documented Problem prioritization
guidelines and escalation procedures.
(xi) Using and maintaining operational processes and
procedures in accordance with the Procedures
Manual.
(xii) Maintaining an escalation/notification contact
listing of IBM focal points, including names and
telephone, pager, fax numbers.
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(xiii) Communicating to the appropriate MSDW personnel on
available Services and the procedures for
accessing each Service.
(xiv) Maintaining a process for logging, tracking and
reporting Problem activity, including Problems
reported, as well as calls and alerts received.
(xv) Providing skilled personnel with appropriate
Problem Management capabilities and technical
knowledge with respect to the corresponding
Equipment and Software and who are able to handle
peak Problem volumes. In addition, the Help Desk
support staff provided by IBM shall be trained in
or otherwise made knowledgeable about new products
and services that are developed.
(xvi) Holding regularly scheduled status meetings on any
unresolved or open Problems.
(xvii) The Help Desk and IPSS Production Support Center
shall (A) have adequate training to be proficient
in understanding the MSDW technical environment
and identifying and resolving Problems; and (B)
maintain up-to-date contact lists for further
escalation of Problems.
(b) IBM's responsibilities with respect to the Help Desk shall
also include the following:
(i) Providing, programming and maintaining the
automatic call directory Equipment IBM requires to
provide the Services.
(ii) Providing a systems status recording for in-scope
systems with status information such as known
major incidents and estimated recovery times.
(iii) Maintaining a process for logging, tracking and
reporting Problem activity, including Problems
reported, calls and alerts received, and calls
answered without further escalation. In this
regard, IBM shall perform the following functions:
(A) Calculate statistics and publish as part of
the Monthly Performance Report the number of
calls escalated, sources and types of calls
and Problems, average time to resolve
escalated Problems, number and percentage of
calls resolved upon first contact, number
and percentage of calls escalated to other
departments, percentage of calls resolved
upon first contact, and other pertinent call
and Problem management information.
(B) Analyze call trends, including root cause
analysis, and recommend actions to reduce
calls to MSDW level 1 help desk support. IBM
shall investigate the cause of the Service
degradation, take remedial action to resolve
or work around, implement proactive measures
to avoid such degradations in the future,
and report on such Problems with trending
analysis.
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(iv) Promptly performing password resets and suspending
of IDs for IBM Personnel.
(c) IBM's responsibilities with respect to the IPSS
Production Support Center shall also include the
following:
(i) Recycling, starting and stopping devices,
performing periodic Problem reviews for root cause
analysis and, in conjunction with MSDW,
establishing appropriate measures to prevent
recurring incidents.
(ii) Responding to MSDW for requests for assistance in
correcting problems outside of IBM's scope of
responsibility if such problems impact the
Services.
(d) IBM shall provide a single point-of-contact that is
available to receive Service requests from MSDW (e.g.,
MACs requests). As of the Effective Date, this function
is not performed by the Help Desk or the IPSS Production
Support Center, but rather by a different IBM Service
delivery group.
4.8 Information Security.
--------------------
IBM shall be responsible for maintaining the security of
information in the systems environments and other environments
administered by IBM. IBM shall implement an information
security approach for validating access authority (other than
with respect to MSDW users), and for regularly reviewing
authorized access for such authority (including reviewing IBM
Personnel access lists to verify that each IBM Personnel user
ID having access still requires such access). IBM shall follow
security procedures identified by MSDW from time to time
provided that if such security procedures would reduce the
effectiveness of, or otherwise conflict with the maintenance
of, the information security otherwise being provided by IBM:
(i) IBM shall notify MSDW of the impact such MSDW identified
security procedures would have on the information security
then being provided by IBM; and (ii) the Parties will resolve
any conflicts in such manner as is agreed upon at the time.
IBM's responsibilities with respect to information security
shall include the following:
(a) Managing and administering access (other than with
respect to MSDW users) to the systems, networks, and
systems files.
(b) Installing, maintaining, updating and implementing the
functions and features of logical access controls and
system security Software (including the security
Software specified in Schedule E), identifying and
implementing protection requirements for IBM's operating
environment and resources, researching system security
problems with MSDW's assistance as necessary,
maintaining Data Network access authority other than
with respect to MSDW users, performing security audits
to confirm that adequate security procedures are in
place on an ongoing basis, providing incident
investigation support with MSDW's assistance as
necessary, and providing Application security advice
upon request of MSDW.
(c) Deleting inactive logon IDs of IBM Personnel and MSDW
users after { * } of non-use of such IDs.
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(d) Reviewing, and at the direction of MSDW granting,
MSDW-specified group access (including RACF authority
required for MSDW to administer the security of MSDW's
Applications), and periodically reviewing IBM Personnel
system-level authorities and IBM Personnel-group
authorities and removing those that are no longer
necessary. Except pursuant to Subsection (c) of this
Section, IBM will not be responsible for removing
MSDW-specified group access authorities unless requested
by MSDW. Such responsibilities shall include the
following:
(i) When provided with MSDW requests to add, modify or
delete privileged group user authorities,
fulfilling such requests within reasonable time
frames designated by MSDW.
(ii) Running periodic reports to review and identify IBM
Personnel access and logon IDs, as well as MSDW
user authorities, that should be removed (e.g., due
to inactivity).
(e) Reviewing information security procedures with MSDW. As
part of IBM's obligations set forth in Section 9.4(a) of
the Agreement, IBM shall develop and propose (i) security
procedures, including physical access strategies and
standards, as well as processes and procedures regarding
the administration of IBM Personnel IDs and the granting
of MSDW privileged user authority, and (ii) a breach of
security action plan. Following MSDW's approval of the
final Procedures Manual pursuant to Section 9.4(b) of the
Agreement, IBM will maintain, implement and with MSDW's
approval update such processes, procedures and action
plan. IBM shall implement programs to train and maintain
the awareness of IBM Personnel as to the existence and
importance of such processes, procedures and action plan.
(f) Developing, implementing, and maintaining a set of
automated and manual processes so that MSDW's data access
rules, as they are made known to IBM, are not compromised.
(g) Administrating IBM Personnel user IDs in areas related to
the environments for which IBM is responsible. Such
responsibility shall include assigning and resetting
passwords for IBM Personnel, and creating IBM Personnel
user IDs.
(h) When provided with a user request for access to a remote
dial-in facility, responding to such requests within the
time frames designated by MSDW.
(i) Coordinating system password changes for relevant
telecommunications technology on a weekly, monthly or
quarterly basis, as applicable. IBM shall be responsible
for changing and testing IBM Personnel passwords as
required.
(j) Monitoring users of the processing environment for
attempted unauthorized access. IBM, with MSDW's
participation, shall monitor, review and respond in a
timely and appropriate manner to access violations, which
response shall include the logging of security alerts and
notification of appropriate MSDW personnel.
(k) Capturing data regarding routine access and exceptions for
audit trail purposes, and making such data available to
MSDW by means of enabling MSDW to access such data upon
request from a database maintained by IBM.
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(l) Establishing and administering security violation and
unauthorized access attempt report mechanisms, as well as
reporting to MSDW other security conditions appropriate
for review by MSDW. Where there is a security violation,
an unauthorized access attempt, or other such security
condition discovered by IBM or made known to IBM, IBM
shall: (i) promptly provide a report to MSDW describing
such violation or attempt; (ii) initiate corrective
actions, with the assistance of MSDW where appropriate, to
minimize and prevent reoccurrence to the extent such
violation or attempt is within an area under the control
of IBM; (iii) recommend corrective actions to MSDW to
minimize and prevent reoccurrence to the extent such
violation or attempt is not within an area under the
control of IBM; and (iv) prepare and retain documentation
of investigations of such violation or attempt and provide
a copy of such documentation to MSDW.
(m) Providing read-only access to SMF data to the extent
necessary for MSDW to investigate security concerns.
(n) Implementing security safeguards and providing security
mechanisms and tools, which prevent unauthorized access
to, and protect the integrity of, the systems, networks,
Applications Software, systems files and MSDW Data to the
extent under IBM's management. IBM shall provide security
access control tools for data, databases, Applications,
operating systems, and networks within IBM's management,
and maintain such security and access control devices in
proper working order.
(o) Maintaining and administering security databases other
than with respect to MSDW users.
(p) Where possible, restoring information lost or damaged as
the result of a security violation.
(q) Performing security audits of areas under IBM's management
to verify that quality security procedures are in place.
IBM shall perform periodic audit self assessments for such
areas, and provide written responses to both internal and
external security audits. IBM shall report audit findings
to MSDW for audits conducted jointly by MSDW and IBM.
(r) In consultation with MSDW or its designees, identifying
security risks in areas under IBM's management, and
recommending and implementing procedures to minimize such
risks. With respect to areas not under IBM's management,
advising MSDW of security risks discovered by IBM.
(s) Supporting processes and procedures to secure the Data
Network and protect the confidentiality of MSDW Data, and
supporting processes and procedures to secure the Data
Network against unauthorized access.
(t) Managing security for the Data Network, including, (i)
providing modem access, (ii) implementing access requests
and access rights lists and (iii) managing IDs, passwords,
and logons other than with respect to MSDW End Users. IBM
shall assure that adequate security is in place to
prohibit unauthorized Data Network access.
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(u) Establishing and administering procedures to control
remote communications to and from the information
technology systems holding MSDW's programs and MSDW Data
(including Data Network access through the desktop).
(v) Establishing and administering reasonable procedures and
reasonable mechanisms to enable secure Internet/Intranet
access including firewall servers and Internet/Intranet
development controls designed to produce secure
architectures.
(w) Providing authorized MSDW personnel access to all system
audit records for MSDW Data, including those of all IBM
Personnel accesses to MSDW Applications, MSDW Data and
other MSDW resources. This includes access by RACF system
"special" and system "operations".
(x) Upon request of only authorized personnel designated by
MSDW from time to time, activating the system RACF "erase
on scratch" parameter for elective use by MSDW's
Applications for MSDW Data stored on DASD.
(y) Advising and including MSDW as appropriate in
implementations of new RACF options and new technology
directions affecting data security, including but not
limited to, APPC (LU6.2) applications and new RACF
resource classes.
(z) Implement new Equipment or Software in the security
environment as necessary to comply with Sections 3.4 and
16.4 of the Agreement (e.g., enabling individual password
security, implementing stronger authentication
methodologies).
4.9 Physical Security.
-----------------
IBM shall perform physical security functions (e.g.,
identification badge controls, alarm responses) at IBM
Facilities. IBM's physical security procedures shall, at a
minimum, be consistent with standards at well-managed operations
performing services similar to the Services. IBM's
responsibilities shall include:
(a) Providing physical security controls at IBM Facilities;
(b) Restricting access to the Data Centers to authorized
personnel only;
(c) Protecting Equipment at IBM Facilities from unauthorized
access;
(d) With respect to IPSS Services, (i) implementing controls
that protect printed output from unauthorized access while
under IBM's control, and (ii) providing secure storage for
portable storage media under IBM's control; and
(e) Utilizing appropriate equipment and system software to
implement state-of-the-art security solutions.
4.10 Management Support and Advice.
-----------------------------
(a) IBM shall proactively identify strategies and approaches
for future information technology delivery within MSDW
that may provide MSDW with competitive advantages. IBM
shall provide reasonable assistance to MSDW in setting
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MSDW's technology direction and strategy. IBM shall
provide reasonable assistance to MSDW in aligning MSDW's
technical architecture with its business and technical
strategies.
(b) Upon MSDW's request, IBM shall reasonably support MSDW in
the management and representation of technology product
and service offerings to its internal clients.
(c) IBM shall maintain appropriate levels of industry
knowledge in MSDW's business.
(d) IBM shall maintain appropriate levels of participation and
input into forums and conferences, user groups, trade
associations, and similar organizations.
(e) IBM shall provide reasonable access to its knowledge,
information and expertise with respect to data processing,
data networking and other areas related to the Services
and shall provide MSDW with advice and recommendations on
such matters upon the reasonable request of MSDW.
4.11 Training and Education.
----------------------
IBM shall be responsible for maintaining an active and dynamic
training and education program designed to further develop and
maintain the requisite skills and technical knowledge of
personnel assigned by IBM to perform the Services. Without
limiting the generality of the foregoing, IBM shall provide MSDW
with competent personnel across all areas of the Services over
the Term. IBM shall implement an employee training program that
will complement this capability and to further develop and
maintain the requisite skills and technical knowledge of IBM
Personnel assigned to the MSDW account.
4.12 Chargeback.
----------
(a) IBM will provide MSDW with reasonable and sufficient
documentation of its invoiced charges so MSDW can verify
those charges. IBM agrees to provide the supporting
documentation within { * } following request by MSDW. Such
supporting documentation shall include:
(i) record layouts;
(ii) field descriptions;
(iii) calculation methods; and
(iv) data collection methods.
IBM agrees that dollar amounts for charges set forth in
the supporting documentation will match the dollar amounts
for corresponding charges set forth in the applicable
invoice.
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(b) Any changes that would require MSDW to make modifications
to its systems or procedures shall be mutually approved
and communicated a minimum of { * } before said changes
are made.
(c) Maintenance procedures shall be established by the Parties
so that MSDW may communicate cost center coding changes
(to the extent utilized as of the Effective Date) for
usage-sensitive billing that will be reflected in
subsequent IBM invoices.
(d) IBM agrees to provide all necessary resources to permit
MSDW to secure MSDW's IBM Account System accounts. IBM
agrees to make available to MSDW, within { * } of MSDW's
request, any new IBM Account System accounts and account
information. Upon request of IBM, MSDW will provide
necessary information to IBM to enable IBM to establish
and maintain all IBM Account System account numbers.
4.13 Documentation.
-------------
IBM shall be responsible for designing, developing and
maintaining up-to-date documentation on the Services, including
technical and training materials on operations procedures,
Equipment and Software provided by IBM; provided that for Third
Party Software and Equipment documentation originally generated
by the third party vendor, IBM's obligation shall only extend to
obtaining and maintaining up-to-date such documentation as is
supplied or made available by the third party vendor from time
to time. IBM's responsibilities with respect to documentation
shall include the following:
(a) On an ongoing basis, auditing documentation for
completeness and accuracy in order to confirm that the
documentation is present, organized, readable and updated.
Where it is determined that documentation is inaccurate
(e.g., erroneous or out of date), IBM shall inform MSDW of
any material inaccuracies and correct such documentation
or, as applicable, use commercially reasonable efforts to
cause the third party vendor responsible for such
documentation to provide corrections.
(b) Providing feature overview and product update
documentation for (i) Systems Software whenever new
releases are implemented, and (ii) Applications Software
that is provided by IBM to provide the Services.
(c) Providing support, advice and assistance to MSDW
consistent with current documentation.
4.14 Systems Management Controls.
---------------------------
Except as otherwise provided by the Procedures Manual, and
without limiting IBM's other responsibilities as set forth in
the Agreement, IBM will design, implement, use and administer
the following Systems Management Control disciplines as the
standard set of procedures for managing the Services:
(a) Problem Management. IBM will identify, record, track, and
------------------
correct issues impacting Service delivery, recognize
recurring problems, address procedural issues and contain
or reduce the impact of problems that occur.
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(b) Recovery Management. IBM will use pre-defined, documented
-------------------
recovery procedures required to provide the Services to
End-Users in the event of a failure which procedures are
designed to anticipate and minimize the impact of systems
resource failure, and test such procedures.
(c) Capacity Management. IBM will use, maintain, and provide
-------------------
to MSDW plans to accommodate MSDW's growing or changing
business requirements based on (i) IBM monitoring of usage
(which information will be provided to MSDW), (ii) IBM's
knowledge of MSDW's future plans, and MSDW-provided
information about anticipated plans. IBM will demonstrate
or provide evidence that they can provide for MSDW's
estimates of peak processing requirements by Application.
The Parties will meet at least twice annually (or as
otherwise reasonably requested by a Party) to review
MSDW's business plans to the extent such plans relate to
capacity requirements with respect to the Services. IBM is
responsible for the development and maintenance of
tactical and strategic plans to ensure that the
environments used to provide the Services accommodate
MSDW's known growing or changing business requirements.
MSDW will provide as much notice as is reasonably possible
on foreseeable capacity changes to assist IBM's capacity
management plans. Additionally, MSDW and IBM will meet at
least twice annually to review MSDW business plans as they
relate to capacity requirements.
(d) Performance Management. IBM will monitor, measure, analyze
----------------------
and report systems performance as it compares to the
Performance Standards. Where appropriate, IBM will advise
MSDW of potential changes to enable system performance
improvement.
(e) Change Management. Except as otherwise set forth in the
-----------------
Change Control Procedures, IBM will coordinate the
introduction of Equipment and Software changes into the
environments used to provide the Services by evaluating
the necessity of the change, implementing the change into
the production environment, and verifying its successful
implementation. Change events within the environment that
IBM reasonably anticipates could affect the MSDW business
will be subjected to a change review process that includes
providing MSDW with prior notice of the proposed changes
and obtaining their approval prior to initiating the
change.
4.15 Application Software Standards.
------------------------------
Applications Software provided to IBM for execution will conform
to the following standards:
(a) Applications Software will be tested for compatibility and
conformity to mutually agreed upon specifications before
it is transferred to IBM;
(b) Back-out and recovery procedures will be documented; and
(c) Applications Software will conform to the mutually agreed
upon:
(i) file allocation and naming conventions,
(ii) sysout class,
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(iii) job execution class,
(iv) forms standards,
(v) accounting fields, and
(vi) job name standards.
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<PAGE>
ATTACHMENT A-1
Data Network Access Categories
IBM's provision of access to the Data Network in accordance with Article 3 of
Schedule A shall include the provision of access and Services described for each
access category below based upon the access category and additional options (if
any) purchased by MSDW for a particular Data Network segment.
1. DEDICATED NETWORK ACCESS SERVICE CATEGORIES
1.1 SNA Dedicated Data Network Access Services.
------------------------------------------
(a) 9.6/14.4 Kbps.
-------------
(i) Description of Service.
This is an interactive and batch class of service
delivered via a circuit. Performance requirements
include interactive network performance for host-based
Applications, with some interactive batch print to the
site. It is typically used for sales or branch
offices. An optional switched network backup ("SNBU")
service via dial line is available, which enhances
availability to the network.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) a single PU (additional PUs will be provided by
IBM pursuant to the applicable pricing set forth
in Attachment C-3 of Schedule C);
(B) remote modem or remote limited distance modem;
(C) tributary circuit;
(D) master modem, bridge, and access to the Data
Network;
(E) configuration support;
(F) Help Desk support; and
(G) Data Network performance support.
(iii) Service Specifications.
This service is provided at 9.6 Kbps or 14.4 Kbps and
may use an analog bridge configuration at the IBM node
via a telco multipoint circuit or via an in-house
circuit. Batch traffic performance is limited due to
the structure of a shared multi-End User environment;
therefore, constant throughput is not achievable by
design.
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(b) 19.2 Kbps.
---------
(i) Description of Service.
This is an interactive and batch class of Service
delivered via an analog circuit. Performance
requirements include interactive network performance
for host-based Applications, with some interactive
batch print to the site. Optional SNBU Service via
dial line is available, which enhances Availability
of PU to the Data Network.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) a single PU (additional PUs will be provided by
IBM pursuant to the applicable pricing set
forth in Attachment C-3 of Schedule C);
(B) remote modem or remote limited distance modem;
(C) tributary circuit or MSDW-provided in-house
circuit;
(D) master modem, bridge, and access to the Data
Network;
(E) configuration support;
(F) Help Desk support; and
(G) Data Network performance support.
(iii) Service Specifications.
Service is 19.2 Kbps, to the IBM node via a telco
circuit. Batch traffic performance is limited due to
the structure of a shared multi-End User
environment; therefore, constant throughput is not
achievable by design.
(c) High-Speed 56 Kbps.
------------------
(i) Description of Service.
Interactive and batch class of service to be
delivered via a digital circuit. Performance
requirements include interactive network performance
for host-based Applications, with some interactive
batch print to the site.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) a single PU (additional PUs will be provided by
IBM pursuant to the applicable pricing set
forth in Attachment C-3 of Schedule C);
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(B) remote CSU/DSU;
(C) digital circuit-in-house or dedicated;
(D) host CSU/DSU -may be replaced with CSU/DSU
data sharing device;
(E) access to the Data Network;
(F) configuration support;
(G) Help Desk support; and
(H) Data Network performance support.
(iii) Service Specifications.
Service is 56 Kbps, via a telco circuit. Batch
traffic performance is limited due to the structure
of a shared multi-End User environment; therefore,
constant throughput is not achievable by design.
1.2 Optional SNA Services.
---------------------
(a) 2-Wire Switched Network Backup Service ("SNBU 2-Wire").
------------------------------------------------------
(i) Description of Service.
Provides dial restoration of an SNA dedicated Data
Network access Service to an alternate node.
Equipment for this option includes adjunct units to
the End-User site modem.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) remote SNBU cartridge Equipment on the
existing IBM-provided End User site modem;
(B) measured analog business phone line and usage;
(C) dial-up access to the Data Network;
(D) Help Desk Support and regularly scheduled
testing by IBM of the SNBU 2-Wire Service; and
(E) A higher Availability commitment by IBM
pursuant to Schedule B.
(iii) Service Specifications.
SNBU 2-Wire Service includes an analog, 4.8 Kbps,
single dial circuit Service provided by IBM. The
Data Network access capacity using the
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<PAGE>
SNBU 2-Wire Service option is no greater than 4.8 Kbps
regardless of the Data Network access capacity of the
primary access circuit.
(b) 4-Wire Switched Network Backup Service ("SNBU 4-Wire").
------------------------------------------------------
(i) Description of Service.
Provides dial restoration of an SNA dedicated Data
Network access Service to an alternate node. Equipment
for this option includes adjunct units to the End-User
site modem.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) remote modem SNBU cartridge Equipment on the
existing IBM-provided End User site modem;
(B) measured analog business phone line and usage;
(C) dial-up access to the Data Network;
(D) Help Desk support and regularly scheduled testing
by IBM of the SNBU 4-Wire Service; and
(E) A higher Availability commitment by IBM pursuant
to Schedule B.
(iii) Service Specifications.
SNBU 4-Wire Service includes two (2) analog circuits
provided by IBM. The Data Network access capacity
using the SNBU 4-Wire Service option is identical to
the Data Network access capacity of the primary access
circuit.
(c) Optional Switched 56 Kbps Back-up Service.
------------------------------------------
(i) Description of Service.
Provides restoration of an SNA dedicated Data Network
access Service to an alternate node.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) Switched 56 Kbps digital circuit and usage;
(B) Switched 56 Kbps-enabled feature on CSU/DSU;
(C) Digital access to the Data Network;
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<PAGE>
(D) Help Desk support and regularly scheduled
testing by IBM of the Switched 56 Kbps
Back-Up Service.
(E) A higher Availability commitment by IBM
pursuant to Schedule B.
(iii) Service Specifications.
Provision of this Service includes a digital
switched access circuit to the Data Network at a
capacity equal to or greater than 56 Kbps.
(d) Optional SNA Network Interconnection (SNI) Gateway
--------------------------------------------------
Service.
-------
(i) Description of Service.
Provision of this Service includes the physical
and logical connection between the Data Network
and another MSDW or third party SNA network.
(ii) Components.
IBM's provision of this Service shall include the
following:
(A) remote modem at the access node of the MSDW
or third party SNA network with sufficient
capacity to support the corresponding SNA
dedicated Data Network access Service (as
described in Section 1.1 of this Attachment
A-1) to which this Service applies;
(B) analog dedicated private line circuit and
usage;
(C) modem interfacing with the Data Network and
such private line circuit;
(D) access to the Data Network;
(E) Help Desk support.
(iii) Service Specifications.
Provision of this Service includes an analog
dedicated access circuit to the Data Network at a
capacity up to 56 Kbps that is sufficient to
support the corresponding SNA dedicated Data
Network access Service (as described in Section
1.1 of this Attachment A-1) to which this Service
applies.
(e) SNA High Volume Sites ("High-Volume Sites").
--------------------------------------------
(i) Description of Service.
This optional Service provides specifically
designed communication links to serve a large
number of End-Users at the high-volume site.
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<PAGE>
(ii) Components.
IBM's provision of this Service for a site shall include
the following:
(A) a local, dedicated front-end processor that serves
the high-volume site;
(B) analog and digital circuits and usage for such
circuits necessary to support the SNA access
requirements of the high-volume site;
(C) provisioning of such circuits as necessary to support
the SNA access requirements of the high-volume site;
(D) access to the Data Network via such circuits;
(E) modem and CSU/DSU Equipment as necessary to support
the SNA access requirements of the high-volume site;
(F) a monthly breakdown of that portion of the Data
Network ASC that is applicable for each of the
individual High-Volume Sites using a methodology that
is consistent with that used to develop the Data
Network ASC; and
(G) Help Desk support.
(iii) Service Specifications.
High Volume Sites are each custom designed and
implemented to support the SNA access requirements of the
high-volume site.
The following are the High-Volume Sites that exist as of the
Effective Date and their respective configurations as of the
Effective Date:
(iv) Discover Card Services, Inc.:
(A) { * } = one (1) 3745 front-end processor, two (2)
128Kbps circuits, three (3) 64Kbps circuits;
(B) { * } = one (1) 3745 front-end processor, two (2)
128Kbps circuits, three (3) 64Kbps circuits;
(C) { * } = four (4) 3745 front-end processors, three (3)
256Kbps circuits, two (2) 192Kbps circuits, one (1)
128Kbps circuit, one (1) 128Kbps circuit (inhouse),
one (1) 256Kbps circuit (inhouse);
(D) { * } = two (2) 3745 front-end processors, four (4)
168Kbps circuits, one (1) 128Kbps circuit, two (2)
64Kbps circuits;
(E) { * } = one (1) 3745 front-end processor, two (2)
128Kbps circuits, two (2) 64Kbps circuits;
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<PAGE>
(F) { * } = one (1) 3745 front end processor,
three (3) 128Kbps circuits, four (4) 64Kbps
circuits;
(G) { * } = two (2) 3745 front-end processors
(connected by two (2) channel circuits), four
(4) 256 Kbps circuits;
(v) { * } = two (2) 3745 front-end processors, seven
(7) 128Kbps circuits, one (1) 128Kbps circuit
(inhouse);
(vi) { * } = three (3) 3745 front-end processors, two
(2) 1,544 Kbps circuits, two (2) 256Kbps circuits;
(vii) { * } = two (2) 3745 front-end processors, four (4)
1,544 Kbps circuits.
Additional High-Volume Sites may be added by MSDW subject
to the applicable pricing set forth in Schedule C.
1.3 Multiprotocol Network ("MPN") Dedicated Data Network Access
-----------------------------------------------------------
Services.
--------
(a) Description of Service.
IBM provides MPN services. These configurations typically
consist of routers on high-speed digital circuits.
(b) Components.
IBM's provision of this Service shall include the
following:
(i) router with appropriate configuration to satisfy
multiprotocol requirements;
(ii) remote CSU/DSU;
(iii) digital circuit ranging from 56 Kbps to T-1;
(iv) host CSU/DSU;
(v) access to backbone MPN Network via router at host
location;
(vi) configuration support;
(vii) Help Desk support; and
(viii) Data Network performance support.
(c) Service Specifications.
Access capacity for this Service ranges from 56 Kbps to
1.54 Mbps (DS-1) (depending upon the access capacity
selected by MSDW), using routers of various capacities as
MSDW's requirements dictate.
1.4 Frame-Relay Dedicated Data Network Access Services.
--------------------------------------------------
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<PAGE>
(a) Description of Service.
As part of IBM's provision of MDNS, IBM will provide
access and connectivity to IBM's frame relay-based managed
Data Network. IBM will provide network design guidance,
installation management and network management, as well as
a single interface for dealing with network components and
component suppliers. IBM will provide the necessary MDNS
configurations for TCP/IP, multiprotocol or SNA network
environments. MDNS components are provisioned and managed
by IBM over IBM's frame relay infrastructure, resulting in
secure, high speed, cost effective, managed connectivity.
(b) Components.
IBM's provision of this Service shall include the
following:
(i) Private virtual circuits (PVCs) and appropriate
protocol configurations to satisfy MSDW's TCP/IP,
Multi-protocol or SNA-based requirements;
(ii) remote CSU/DSU;
(iii) managed access connections from 56 Kbps to 1.54
Mbps (DS-1), as selected by MSDW;
(iv) host CSU/DSU;
(v) access to backbone MDNS frame-relay network via
routers or frame switches at host and remote
locations;
(vi) configuration support;
(vii) 7 x 24 proactive monitoring by the Help Desk;
(viii) Data Network performance and capacity management
in accordance with the Agreement; and
(ix) Change management in accordance with the
Agreement.
(c) Service Specifications.
Access capacity for this Service ranges from 56 Kbps to
1.54 Mbps (DS-1) (depending upon the access capacity
selected by MSDW) using routers and switches of various
capacities as MSDW's requirements dictate.
--------------------------------------------------------------------------------
Attachment A-1 to Schedule A MSDW/IBM CONFIDENTIAL
to Services Agreement A1-8 Final Execution Copy
<PAGE>
2. SWITCHED NETWORK ACCESS SERVICE CATEGORIES
IBM will provide switched line access to Applications through the use of
telephone dial facilities. This Service will permit asynchronous terminal
emulation and synchronous data link control ("SDLC") access capability.
Security to this dial-up Service shall be provided through the use of
Service Manager ("SM") which provide user identification and password
restriction to access. Specific offerings are described in detail below.
2.1 SNA Dial via 1-800-number.
-------------------------
(a) Description of Service.
This is dial service via a 1-800-number using SNA protocol on a
terminal (typically an informer) or PC with SDLC card and
emulation. MSDW is required to order an XID Network definition
from IBM, and to supply an access password through the Service
Manager (SM) product in order to access the Data Network.
(b) Components.
IBM's provision of this Service shall include the following:
(i) XID definition;
(ii) master site modem;
(iii) 3745 port;
(iv) IBM-supplied 1-800-number service; and
(v) backbone usage from IBM Data Center to host Application.
(c) Service Specifications.
Throughput of switched services varies, based upon the quality
of local telco service. Ports are generally sufficient for all
End Users who desire access. Availability of ports is
monitored.
2.2 SNA Dial via 950-number.
-----------------------
(a) Description of Service.
This is dial service via a 950-number using SNA protocol on a
terminal (typically an Informer) or PC with SDLC card and
emulation. MSDW is required to order an XID Network definition
from IBM, and to supply an access password through the Service
Manager ("SM") product in order to access the Data Network.
(b) Components.
IBM's provision of this Service shall include the following:
--------------------------------------------------------------------------------
Attachment A-1 to Schedule A MSDW/IBM CONFIDENTIAL
to Services Agreement A1-9 Final Execution Copy
<PAGE>
(i) XID definition;
(ii) master site modem;
(iii) 3745 port;
(iv) IBM-supplied 950-number service; and
(v) backbone Data Network usage from 950 access point to
host Application
(c) Service Specifications.
Throughput of switched services varies, based upon the
quality of local telco service. Ports are usually sufficient
for End-Users who desire access. Availability of ports is
monitored; however, availability of ports is less closely
monitored than for 1-800 dial service, which is used by MSDW
if 950 service is saturated.
2.3 Asynchronous Dial via 1-800-number.
----------------------------------
(a) Description of Service.
This is dial service via a 1-800-number using an
asynchronous protocol on a terminal or PC with asynchronous
terminal emulation. Asynchronous protocol is converted to
SNA via 3708 protocol converters. MSDW will supply an access
password through the Service Manager (SM) product in order
to access the Data Network.
(b) Components.
IBM's provision of this Service shall include the following:
(i) master site modem;
(ii) 3745 port;
(iii) IBM-supplied 1-800-number service; and
(iv) backbone Data Network usage from IBM Data Center to
host Application.
(c) Service Specifications.
Throughput of switched services varies, based upon the
quality of local telco service. Ports are generally
sufficient for all End-Users who desire access. Availability
of ports is monitored.
--------------------------------------------------------------------------------
Attachment A-1 to Schedule A MSDW/IBM CONFIDENTIAL
to Services Agreement A1-10 Final Execution Copy
<PAGE>
2.4 Asynchronous Dial via IBM Passport.
----------------------------------
(a) Description of Service.
Dial service via a 1-800-number or local access numbers
using asynchronous protocol on a PC with IBM Passport
Software (a 3270 emulator for the PC which provides high
performance communication in asynchronous mode using the
Data Network). The End User is required to supply an
access password through the Service Manager (SM) product
in order to access the Data Network. IBM will perform SM
administration.
(b) Components.
IBM's provision of this Service shall include the
following:
(i) IBM Passport IN Gateway configuration;
(ii) IBM-supplied 1-800-number service; and
(iii) Backbone Data Network usage from IN gateway location
to host Application.
(c) Service Specifications.
Throughput of switched services varies, based upon the
quality of local telco service. Ports are generally
sufficient for all End-Users who desire access.
Availability of ports is monitored.
2.5 Bisynchronous Dial Access for EDI Services.
------------------------------------------
(a) Description of Service.
This is a dial service using bisynchronous ("BSC")
protocol for electronic data interchange (EDI)
transmissions.
(b) Components.
IBM's provision of this Service shall include the
following:
(i) master site modem;
(ii) 3745 port;
(iii) IBM-supplied 1-800-number service; and
(iv) Backbone Data Network usage to transfer data to EDI
mailbox.
(c) Service Specifications.
Throughput of switched services varies, based upon the
quality of local telco service.
--------------------------------------------------------------------------------
Attachment A-1 to Schedule A MSDW/IBM CONFIDENTIAL
to Services Agreement A1-11 Final Execution Copy
<PAGE>
2.6 Asynchronous or Dial Access for EDI Services.
--------------------------------------------
(a) Description of Service.
This is dial service using asynchronous protocol for
electronic data interchange (EDI) transmissions.
(b) Components.
IBM's provision of this Service shall include the following:
(i) master site modem;
(ii) 3745 port;
(iii) IBM-supplied 1-800-number service; and
(iv) Backbone Data Network usage to transfer data to EDI
mailbox.
(c) Service Specifications.
Throughput of switched services varies, based upon the
quality of local telco service.
--------------------------------------------------------------------------------
Attachment A-1 to Schedule A MSDW/IBM CONFIDENTIAL
to Services Agreement A1-12 Final Execution Copy
<PAGE>
ATTACHMENT A-2
Responsibility Matrices
1. Introduction and Definitions
1.1 Introduction.
------------
The matrices contained in this Attachment A-2 are intended to
describe various roles and responsibilities of the Parties with
respect to certain IPSS Services and Data Network Services, which
are defined elsewhere in the Agreement. In the event of a conflict
between the allocation of roles and responsibilities set forth in
this Attachment A-2 and any other portion of the Agreement, such
conflict shall be resolved in accordance with the order of
precedence set forth in Section 22.15 of the Agreement.
1.2 Definitions.
-----------
The following terms shall have the corresponding meanings set
forth in this Section only for the purposes of this Attachment
A-2:
(a) "Perform" means that the applicable Party has primary
responsibility and ownership for ensuring that the
corresponding work is completed in accordance with the
Agreement.
(b) "Assist" means that the applicable Party has secondary
responsibility which includes the contribution of skill,
resources and/or tools to complete the corresponding task(s)
in accordance with the Agreement.
(c) "Requirements" means that the applicable Party defines
technical specifications, workload estimates and/or
alternative evaluation for the corresponding work.
(d) "Approve" means that the applicable Party approves workload
definition and resource implications.
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A MSDW/IBM CONFIDENTIAL
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<PAGE>
2. IPSS SERVICES RESPONSIBILITY MATRICES
--------------------------------------------------------------------------------------------
RESPONSIBILITY
--------------------
COMPUTER OPERATIONS IBM MSDW
--------------------------------------------------------------------------------------------
Operate console { * }
--------------------------------------------------------------------------------------------
Mount tapes { * }
--------------------------------------------------------------------------------------------
Print forms { * }
--------------------------------------------------------------------------------------------
Recovery restart (recovery management for multi step jobs) { * } { * }
--------------------------------------------------------------------------------------------
Document operations procedures for existing applications { * }
--------------------------------------------------------------------------------------------
Document operations procedures for new applications { * }
--------------------------------------------------------------------------------------------
Provide Job accounting statistics { * }
--------------------------------------------------------------------------------------------
Hardware planning and installation
--------------------------------------------------------------------------------------------
- Define and maintain business process documents { * }
--------------------------------------------------------------------------------------------
- Technology input and review { * } { * }
--------------------------------------------------------------------------------------------
- Hardware facilities requirements planning { * }
--------------------------------------------------------------------------------------------
Capacity management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents { * }
--------------------------------------------------------------------------------------------
- Define and communicate application plans and requirements { * }
--------------------------------------------------------------------------------------------
- Monitor Capacity & recommend solutions { * }
--------------------------------------------------------------------------------------------
Performance management
--------------------------------------------------------------------------------------------
- Define service level requirements { * } { * }
--------------------------------------------------------------------------------------------
- Define and maintain business process documents { * }
--------------------------------------------------------------------------------------------
- Measure and analyze system performance { * }
--------------------------------------------------------------------------------------------
- Measure and analyze application performance, except as otherwise { * } { * }
specified in the Agreement
--------------------------------------------------------------------------------------------
- Implement system improvement programs { * }
--------------------------------------------------------------------------------------------
- Implement application improvement programs { * } { * }
--------------------------------------------------------------------------------------------
Change management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents { * }
--------------------------------------------------------------------------------------------
- Provide change requirements for Application installs and upgrades { * } { * }
--------------------------------------------------------------------------------------------
- Provide change requirements for Systems Software { * } { * }
--------------------------------------------------------------------------------------------
- Conduct change management meeting { * }
--------------------------------------------------------------------------------------------
- Promote changes to production { * } { * }
--------------------------------------------------------------------------------------------
- Report on change success { * }
--------------------------------------------------------------------------------------------
- Follow up & resolve identified problem areas { * } { * }
--------------------------------------------------------------------------------------------
Problem management
--------------------------------------------------------------------------------------------
- Define and maintain business process documents { * }
--------------------------------------------------------------------------------------------
- Record problems { * }
--------------------------------------------------------------------------------------------
- Distribute to support groups for resolution (system related) { * }
--------------------------------------------------------------------------------------------
- Track problem through to resolution (system related) { * }
--------------------------------------------------------------------------------------------
- Gain customer concurrence with problem resolution/closure (system { * } { * }
related)
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-2 Final Execution Copy
<PAGE>
----------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------
COMPUTER OPERATIONS IBM MSDW
----------------------------------------------------------------------------------------------
- Provide Trend analysis & develop action plans to resolve problems { * }
(system related)
----------------------------------------------------------------------------------------------
Provide Tape Management
----------------------------------------------------------------------------------------------
- Provide tape library management { * }
----------------------------------------------------------------------------------------------
- Provide tape mount support { * }
----------------------------------------------------------------------------------------------
- Send backups to designated off-site tape storage facility and { * }
retrieve as required
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------
PRODUCTION CONTROL IBM MSDW
----------------------------------------------------------------------------------------------
Data preparation (Setup & define job data requirements) { * }
----------------------------------------------------------------------------------------------
Resolve scheduling conflicts { * } { * }
----------------------------------------------------------------------------------------------
Define schedules { * }
----------------------------------------------------------------------------------------------
Define job streams { * }
----------------------------------------------------------------------------------------------
Write standards and procedures (JCL, promotion, etc.)
----------------------------------------------------------------------------------------------
- Define requirements and standards { * } { * }
----------------------------------------------------------------------------------------------
- Promote to production { * } { * }
----------------------------------------------------------------------------------------------
Batch test schedule (Application)
----------------------------------------------------------------------------------------------
- Define test system requirements { * } { * }
----------------------------------------------------------------------------------------------
- Develop test schedule { * }
----------------------------------------------------------------------------------------------
- Schedule available time and confirm with customer { * }
----------------------------------------------------------------------------------------------
- Execute test { * }
----------------------------------------------------------------------------------------------
- Initiate and track problem report (balancing error) { * }
----------------------------------------------------------------------------------------------
- Track batch problem (ABENDS & Reruns) { * }
----------------------------------------------------------------------------------------------
- Report problem resolution statistics { * }
----------------------------------------------------------------------------------------------
- Preparation of run parameters { * }
----------------------------------------------------------------------------------------------
Batch production schedule (OPC)
----------------------------------------------------------------------------------------------
- Scheduler input { * }
----------------------------------------------------------------------------------------------
- Scheduler updates { * }
----------------------------------------------------------------------------------------------
- Execution { * }
----------------------------------------------------------------------------------------------
Batch schedule (non-production / non-OPC)
----------------------------------------------------------------------------------------------
- Scheduler input { * }
----------------------------------------------------------------------------------------------
- Scheduler updates { * }
----------------------------------------------------------------------------------------------
- Execution { * }
----------------------------------------------------------------------------------------------
Special forms inventory
----------------------------------------------------------------------------------------------
- Ordering { * }
----------------------------------------------------------------------------------------------
- Data center inventory management { * }
----------------------------------------------------------------------------------------------
Report Distribution (Output Services)
----------------------------------------------------------------------------------------------
- Print Insertion { * }
----------------------------------------------------------------------------------------------
- Preparation of on-line reports (e.g., RMDS, SAR) { * }
----------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-3 Final Execution Copy
<PAGE>
---------------------------------------------------------------------------------------------
RESPONSIBILITY
----------------------
PRODUCTION CONTROL IBM MSDW
---------------------------------------------------------------------------------------------
- Manage courier contract { * }
---------------------------------------------------------------------------------------------
- Report/microfiche distribution preparation { * }
---------------------------------------------------------------------------------------------
- Report/microfiche distribution (courier set-up/charges) { * }
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------
OPERATIONS ANALYSIS IBM MSDW
---------------------------------------------------------------------------------------------
Production application installation
---------------------------------------------------------------------------------------------
- Acceptance testing { * }
---------------------------------------------------------------------------------------------
- Verification process { * }
---------------------------------------------------------------------------------------------
- Actual installation { * } { * }
---------------------------------------------------------------------------------------------
Establish JCL standards and procedures analysis { * } { * }
---------------------------------------------------------------------------------------------
Create JCL { * }
---------------------------------------------------------------------------------------------
Systems documentation
---------------------------------------------------------------------------------------------
- Set-up { * }
---------------------------------------------------------------------------------------------
- Dependencies { * }
---------------------------------------------------------------------------------------------
- Initiation { * }
---------------------------------------------------------------------------------------------
- Recovery { * }
---------------------------------------------------------------------------------------------
System security subsystems (i.e., CICS, TSO, RACF)
---------------------------------------------------------------------------------------------
- Administration { * } { * }
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------
TECHNICAL SERVICES IBM MSDW
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
System control program installation & maintenance { * }
---------------------------------------------------------------------------------------------
System monitoring { * }
---------------------------------------------------------------------------------------------
Subsystem installation & maintenance (i.e., CICS, TSO, RACF) { * }
---------------------------------------------------------------------------------------------
Program products installation & maintenance { * }
---------------------------------------------------------------------------------------------
Performance Tuning
---------------------------------------------------------------------------------------------
- Systems { * }
---------------------------------------------------------------------------------------------
- Applications { * } { * }
---------------------------------------------------------------------------------------------
Trouble shooting / problem resolution for system program products { * }
---------------------------------------------------------------------------------------------
Trouble shooting / problem resolution for proprietary application { * } { * }
products
---------------------------------------------------------------------------------------------
Back-up / recovery procedures (system) { * }
---------------------------------------------------------------------------------------------
Back-up / recovery procedures (application) { * } { * }
---------------------------------------------------------------------------------------------
CICS
---------------------------------------------------------------------------------------------
Technical guidance regarding products/systems selection { * }
---------------------------------------------------------------------------------------------
System control program installation & maintenance { * }
---------------------------------------------------------------------------------------------
System monitoring { * }
---------------------------------------------------------------------------------------------
Performance tuning
---------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-4 Final Execution Copy
<PAGE>
----------------------------------------------------------------------------------------
RESPONSIBILITY
----------------
TECHNICAL SERVICES IBM MSDW
----------------------------------------------------------------------------------------
-- Systems Software { * }
----------------------------------------------------------------------------------------
-- Application Software { * } { * }
----------------------------------------------------------------------------------------
Troubleshooting/problem resolution { * }
----------------------------------------------------------------------------------------
Back-up/recovery procedures (production copies only) { * }
----------------------------------------------------------------------------------------
CICS Test Regions, except as otherwise provided in the Agreement { * }
(including SSAs and any NSAs)
----------------------------------------------------------------------------------------
MQ Series
----------------------------------------------------------------------------------------
Technical guidance regarding products/systems selection { * }
----------------------------------------------------------------------------------------
System control program installation & maintenance { * }
----------------------------------------------------------------------------------------
Create and configure Queue Manager and Channel Initiators { * }
----------------------------------------------------------------------------------------
System monitoring { * }
----------------------------------------------------------------------------------------
Performance tuning
----------------------------------------------------------------------------------------
-- Systems Software { * }
----------------------------------------------------------------------------------------
-- Application Software { * } { * }
----------------------------------------------------------------------------------------
Troubleshooting/problem resolution { * }
----------------------------------------------------------------------------------------
Back-up/recovery procedures (production copies only) { * }
----------------------------------------------------------------------------------------
Recover Queue Manager on System Failures { * }
----------------------------------------------------------------------------------------
MQ Series Test Environment, except as otherwise provided in the { * }
Agreement (including SSAs and any NSAs)
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
RESPONSIBILITY
----------------
MAINFRAME DATA BASE ADMINISTRATION IBM MSDW
----------------------------------------------------------------------------------------
Data modeling { * }
----------------------------------------------------------------------------------------
Logical data base design { * }
----------------------------------------------------------------------------------------
Database reorgs & image copies { * }
----------------------------------------------------------------------------------------
Physical data base design { * }
----------------------------------------------------------------------------------------
Physical data base review / support { * }
----------------------------------------------------------------------------------------
User access (views, copy members) { * }
----------------------------------------------------------------------------------------
DB2 System Security { * }
----------------------------------------------------------------------------------------
DB2 capacity planning { * } { * }
----------------------------------------------------------------------------------------
DB2 performance management { * } { * }
----------------------------------------------------------------------------------------
DB2 performance utilization tracking { * } { * }
----------------------------------------------------------------------------------------
Provide Back-up/recovery procedures (DB2 System) { * }
----------------------------------------------------------------------------------------
Provide Back-up/recovery procedures (Application Tables) { * }
----------------------------------------------------------------------------------------
DB2 troubleshooting / problem resolution
----------------------------------------------------------------------------------------
- Provide on call support related to DB2 sub system { * }
----------------------------------------------------------------------------------------
- Identify and resolve Application database problems { * } { * }
----------------------------------------------------------------------------------------
- Identify and resolve system and subsystem database problems { * }
----------------------------------------------------------------------------------------
Monitor DB2 system and databases
----------------------------------------------------------------------------------------
- Monitor system performance { * }
----------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-5 Final Execution Copy
<PAGE>
-----------------------------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------------------
MAINFRAME DATA BASE ADMINISTRATION IBM MSDW
-----------------------------------------------------------------------------------------------------------------
- Monitor database and application performance { * }
-----------------------------------------------------------------------------------------------------------------
- Recommend system changes to prevent degradation { * } { * }
-----------------------------------------------------------------------------------------------------------------
- Monitor and manage system resources (i.e., DASD, CPU) in support of { * }
DB2 databases
-----------------------------------------------------------------------------------------------------------------
Develop procedures and processes to ensure data integrity and { * }
recoverability for DB2 databases
-----------------------------------------------------------------------------------------------------------------
Provide support to application development
-----------------------------------------------------------------------------------------------------------------
- Adding and/or changing resources (i.e., DB2 databases, transactions, { * }
application programs, terminals, etc.) to systems
-----------------------------------------------------------------------------------------------------------------
- Make changes to existing DB2 databases { * }
-----------------------------------------------------------------------------------------------------------------
- Create new databases { * } { * }
-----------------------------------------------------------------------------------------------------------------
- Modify existing and/or creating new procedures, utilities, and/or jobs { * }
to support changes to existing systems, databases and/or new databases
-----------------------------------------------------------------------------------------------------------------
Fourth generation language maintenance support (i.e., QMF, CSP, etc.) { * }
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------------------
DATA CENTER FAILURE RECOVERY IBM
-----------------------------------------------------------------------------------------------------------------
Data Center Machine failure recovery { * }
-----------------------------------------------------------------------------------------------------------------
Fix Data Center Machine failures { * }
-----------------------------------------------------------------------------------------------------------------
Fix Systems Software failures { * }
-----------------------------------------------------------------------------------------------------------------
Fix IBM Applications Software failures { * }
-----------------------------------------------------------------------------------------------------------------
Fix MSDW Applications Software failures { * }
-----------------------------------------------------------------------------------------------------------------
End User Machine failure recovery (Hardware & Programs, not data) { * }
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------------------
DATA CENTER DISASTER RECOVERY IBM
-----------------------------------------------------------------------------------------------------------------
Develop & maintain a disaster recovery plan as outlined in IGS { * }
Contingency Bulletins
-----------------------------------------------------------------------------------------------------------------
Develop & maintain a disaster recovery plan as outlined in MSDW ACP { * }
(Application Contingency Plan)
-----------------------------------------------------------------------------------------------------------------
Coordinate disaster recovery testing for the Services and report results { * }
-----------------------------------------------------------------------------------------------------------------
Perform disaster recovery testing for MSDW Applications { * } { * }
-----------------------------------------------------------------------------------------------------------------
Perform disaster recovery testing for the Services { * }
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
RESPONSIBILITY
---------------------------------
SERVICE LEVEL PERFORMANCE IBM MSDW
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Provide Service Level Management
-----------------------------------------------------------------------------------------------------------------
- Provide monthly reports on service level attainment for agreed to { * }
service levels
-----------------------------------------------------------------------------------------------------------------
- Write and maintain service level agreements with MSDW { * } { * }
-----------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-6 Final Executive Copy
<PAGE>
------------------------------------------------------------------------------------------------------------------
MAINFRAME LOGICAL ACCESS CONTROL RESPONSIBILITY
----------------------------------------
IBM MSDW
------------------------------------------------------------------------------------------------------------------
Install, maintain and upgrade new or existing data access control { * } { * }
software
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for operating system resources { * }
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for application resources { * }
------------------------------------------------------------------------------------------------------------------
Identify the protection requirements for End User data { * }
------------------------------------------------------------------------------------------------------------------
Establish, change, deactivate and remove logon IDs, associated access { * }
authorities and reset passwords for IBM employees
------------------------------------------------------------------------------------------------------------------
Establish, change, deactivate and remove logon IDs, associated access { * }
authorities and reset passwords for MSDW employees
------------------------------------------------------------------------------------------------------------------
Periodically review IBM logon IDs and remove those for which management { * }
authorization no longer exists
------------------------------------------------------------------------------------------------------------------
Periodically review MSDW logon IDs and remove those for which management { * }
authorization no longer exists
------------------------------------------------------------------------------------------------------------------
Review, approve and grant requests for MSDW privileged user authorities { * } { * }
------------------------------------------------------------------------------------------------------------------
Periodically review privileged user authorities and remove those which { * } { * }
are no longer needed
------------------------------------------------------------------------------------------------------------------
Logs & alerts monitoring & response, incident investigation and security { * }
audits for IBM users
------------------------------------------------------------------------------------------------------------------
Logs & alerts monitoring & response, incident investigation and security { * }
audits for MSDW users
------------------------------------------------------------------------------------------------------------------
Revoke unused IDs after one hundred eighty (180) days { * }
------------------------------------------------------------------------------------------------------------------
3. DATA NETWORK SERVICES RESPONSIBILITY MATRICES
-----------------------------------------------------------------------------------------------------------------
Responsibility
-----------------------------------------
DATA NETWORK SERVICES IBM MSDW
-----------------------------------------------------------------------------------------------------------------
Data Network Operations
-----------------------------------------------------------------------------------------------------------------
Monitor WAN systems { * }
-----------------------------------------------------------------------------------------------------------------
Provide network maintenance coordination { * }
-----------------------------------------------------------------------------------------------------------------
Perform preventive maintenance on the IBM Network { * }
-----------------------------------------------------------------------------------------------------------------
Provide connectivity to MSDW locations from IBM Data Center { * }
-----------------------------------------------------------------------------------------------------------------
Resolve network problems { * }
-----------------------------------------------------------------------------------------------------------------
Provide network statistical reporting { * }
-----------------------------------------------------------------------------------------------------------------
Provide connectivity between MSDW locations { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Management
-----------------------------------------------------------------------------------------------------------------
Manage and operate the Help Desk { * }
-----------------------------------------------------------------------------------------------------------------
Problem determination on circuits/hardware { * }
-----------------------------------------------------------------------------------------------------------------
Network maintenance and maintenance vendor contracts { * }
-----------------------------------------------------------------------------------------------------------------
Vendor dispatch(e.g. maintenance) { * }
-----------------------------------------------------------------------------------------------------------------
FCC regulatory compliance, license fees and license management { * }
-----------------------------------------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-7 Final Execution Copy
<PAGE>
-----------------------------------------------------------------------------------------------------------------
Responsibility
---------------------------------
DATA NETWORK SERVICES IBM MSDW
-----------------------------------------------------------------------------------------------------------------
Network Engineering
-----------------------------------------------------------------------------------------------------------------
Determine network implementation plan { * } { * }
-----------------------------------------------------------------------------------------------------------------
Oversee 3rd party work in implementing new network { * } { * }
-----------------------------------------------------------------------------------------------------------------
Provide and define enterprise network architecture as it applies to { * } { * }
the Services
-----------------------------------------------------------------------------------------------------------------
Data Network design
-----------------------------------------------------------------------------------------------------------------
Define Data Network project roll out requirements { * } { * }
-----------------------------------------------------------------------------------------------------------------
Define Data Network project planning { * }
-----------------------------------------------------------------------------------------------------------------
Network Control and Connectivity
-----------------------------------------------------------------------------------------------------------------
Monitor physical connections on Data Network { * }
-----------------------------------------------------------------------------------------------------------------
Monitor logical connections on Data Network { * }
-----------------------------------------------------------------------------------------------------------------
Estimate necessary wide area network bandwidth { * }
-----------------------------------------------------------------------------------------------------------------
Provide initial capacity for network bandwidth { * }
-----------------------------------------------------------------------------------------------------------------
Following the Transition Period, be responsible for the network { * }
bandwidth
-----------------------------------------------------------------------------------------------------------------
Provide business, applications and End User data network requirements { * }
-----------------------------------------------------------------------------------------------------------------
Provide redundant connections as required { * }
-----------------------------------------------------------------------------------------------------------------
Network Provisioning
-----------------------------------------------------------------------------------------------------------------
Procure network equipment { * }
-----------------------------------------------------------------------------------------------------------------
Provide wide area network bandwidth necessary to provide Services { * }
-----------------------------------------------------------------------------------------------------------------
Maintain network equipment { * }
-----------------------------------------------------------------------------------------------------------------
Network Software Configuration
-----------------------------------------------------------------------------------------------------------------
Configure WAN Router Software to support network/customer requirements { * }
-----------------------------------------------------------------------------------------------------------------
Configure Netview Software to support network/customer requirements { * }
-----------------------------------------------------------------------------------------------------------------
Configure VTAM Software to support network/customer requirements { * }
-----------------------------------------------------------------------------------------------------------------
Configure NCP Software to support network/customer requirements { * }
-----------------------------------------------------------------------------------------------------------------
Configure Firewall Software to support network/customer requirements { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Software Support
-----------------------------------------------------------------------------------------------------------------
Install and maintain WAN router software at supported release levels { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain Netview software at supported release levels { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain VTAM software at supported release levels { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain NCP software at supported release levels { * }
-----------------------------------------------------------------------------------------------------------------
Install and maintain Firewall software at supported release levels { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Field Support
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of approved additional Routers on existing, { * } { * }
in-scope LANs.
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of upgrades to approved Routers on existing, { * } { * }
in-scope LANs.
-----------------------------------------------------------------------------------------------------------------
Pre-testing of equipment prior to install { * } { * }
-----------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-8 Final Executive Copy
<PAGE>
-----------------------------------------------------------------------------------------------------------------
Responsibility
---------------------------------
DATA NETWORK SERVICES IBM MSDW
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Design equipment cabinet layout and cabling for MSDW { * } { * }
-----------------------------------------------------------------------------------------------------------------
Implement equipment cabinet layout and cabling for MSDW { * } { * }
-----------------------------------------------------------------------------------------------------------------
Provide turnover documentation to IBM NMC for updates { * }
-----------------------------------------------------------------------------------------------------------------
Maintain port and channel assignments { * }
-----------------------------------------------------------------------------------------------------------------
Troubleshoot and repair Data Network Equipment located at MSDW { * } { * }
locations
-----------------------------------------------------------------------------------------------------------------
Troubleshoot and repair Data Network Equipment not located at MSDW { * }
locations
-----------------------------------------------------------------------------------------------------------------
Data Network Security
-----------------------------------------------------------------------------------------------------------------
Approve End User access/revocation list to network, applications and { * }
systems
-----------------------------------------------------------------------------------------------------------------
Implement approved Service Manager (SM) End User access requests, { * } { * }
access rights lists, and passwords
-----------------------------------------------------------------------------------------------------------------
Implement approved non-Service Manager End User access requests, { * } { * }
access rights lists, and passwords
-----------------------------------------------------------------------------------------------------------------
Deactivate Service Manager passwords, and access rights { * } { * }
-----------------------------------------------------------------------------------------------------------------
Deactivate non-Service Manager passwords, and access rights { * } { * }
-----------------------------------------------------------------------------------------------------------------
Data Network Billing
-----------------------------------------------------------------------------------------------------------------
Provide billing detail to MSDW { * }
-----------------------------------------------------------------------------------------------------------------
Communications Systems Circuit Installation Management
-----------------------------------------------------------------------------------------------------------------
Order and monitor 3rd party leased line services { * } { * }
-----------------------------------------------------------------------------------------------------------------
Coordinate installation of IBM communications systems in new or { * } { * }
modified facilities
-----------------------------------------------------------------------------------------------------------------
Plan and schedule installation { * } { * }
-----------------------------------------------------------------------------------------------------------------
Perform Site surveys { * } { * }
-----------------------------------------------------------------------------------------------------------------
Determine circuit configurations and capacities { * }
-----------------------------------------------------------------------------------------------------------------
Provide End User / site requirements { * } { * }
-----------------------------------------------------------------------------------------------------------------
Dial in Connectivity
-----------------------------------------------------------------------------------------------------------------
Provide maintenance for dial access servers { * }
-----------------------------------------------------------------------------------------------------------------
Problem determination on dial access servers { * }
-----------------------------------------------------------------------------------------------------------------
Issue and maintain database of dial access numbers { * }
-----------------------------------------------------------------------------------------------------------------
Manage dial-in End User authentication { * }
-----------------------------------------------------------------------------------------------------------------
Dial access modems management at IBM Point of Presence { * }
-----------------------------------------------------------------------------------------------------------------
Dial access modems management for End User Modems { * }
-----------------------------------------------------------------------------------------------------------------
Standards
-----------------------------------------------------------------------------------------------------------------
Define Data Network standards { * } { * }
-----------------------------------------------------------------------------------------------------------------
Provide input and review { * } { * }
-----------------------------------------------------------------------------------------------------------------
Implement standards { * } { * }
-----------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Attachment A-2 to Schedule A to MSDW/IBM CONFIDENTIAL
Services Agreement A2-9 Final Executive Copy