Master Subcontracted Service Provider Agreement - DecisionOne Corp. and VA Research Inc.
MASTER [DecisionOne Logo]
SUBCONTRACTED MAINTENANCE
SERVICE PROVIDER AGREEMENT
Agreement made as of the ___ day of ______________ 1999, by and between
DecisionOne Corporation ("Subcontractor"), a Delaware corporation with a place
of business at 50 East Swedesford Road, Frazer, Pennsylvania 19355, and
________________________, a ________________________ corporation with its
principal place of business at ________________________ ("Prime Contractor").
1. SERVICE AGENCY
Prime Contractor hereby appoints Subcontractor as its primary service
subcontractor within Subcontractor Serviceable Areas, as defined in Appendix B,
for the maintenance of the equipment listed in Appendix "A" hereto,
(collectively and/or individually designated as "Equipment"). Subcontractor will
provide the services defined in the Statements of Work attached hereto for Prime
Contractor's End User(s) (the "End User(s)").
2. AUTHORIZATION
Services shall commence upon the execution of a mutually agreed upon Statement
of Work which specifies, as applicable, or as required by the Statement of
Work, the End User locations, hours of service, Equipment type, model, serial
number, quantity, effective dates of maintenance service, charges, etc. Any
conditions outside the scope of this Agreement must be agreed upon, mutually, in
writing, by the parties on a case-by-case basis prior to issuance of a Statement
of Work.
This Agreement includes the following Appendices each of which is incorporated
herein and forms a part hereof by this reference:
Appendix "A", List of Equipment subject to
Maintenance Service
Appendix "B", Serviceable Areas Appendix
Appendix "C", Statement of Work
3. TERM
This Agreement shall be in effect beginning on the date of its execution by
Subcontractor (the "Effective Date") and will have an initial term of one (1)
year ("Initial Term"). This Agreement will continue from year to year after the
Initial Term but shall be terminable by either party as of the end of the
Initial Term, or as of the end of any subsequent annual renewal, upon not less
than ninety (90) days prior written notice.
4. DESCRIPTION OF SERVICE
Service under this Agreement will include those tasks identified in a
Statement(s) of Work and may include CallOne services or such deliverables as
remedial maintenance, installations/deinstallations, moves, adds, changes and
other related services requested by the Prime Contractor for its End-Users which
have been accepted by Subcontractor hereunder. Statements of Work will be
requested by the
CONFIDENTIAL
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Prime Contractor and executed in the same form as the Statement of Work
attached hereto in Appendix C.
Activities specifically excluded from services and outside the scope of this
Agreement shall consist of, but not limited to, the following:
a. Design or development that is best handled by a consultant.
b. Product suitability comparisons.
c. Software or Hardware Product Evaluation or recommendation.
d. Company confidential information.
e. Financial or legal advice.
f. Discussions that are best handled in a classroom environment.
g. Programming.
Services shall be provided to Prime Contractor during the hours of coverage
specified in the Statement of Work.
5. ORDER OF PRECEDENCE
In case of conflict between the terms and conditions of this Agreement, as it
pertains to the delivery of service, and the terms and conditions of Statements
of Work, the terms and conditions of the Statements of Work shall prevail,
provided they have been executed by both parties.
6. INVOICING, PAYMENT, AND PRICE CHANGES
Payments shall be made in full within thirty (30) days following the invoice
date. If Prime Contractor is delinquent in the payment obligations under this
Agreement, interest at the rate of fifteen percent (15%) per year, or the
maximum rate permitted by law, whichever is less, will be assessed. If Prime
Contractor defaults in the payment of any invoice, in addition to
Subcontractor's other remedies, Subcontractor may modify the above payment
terms upon notice to Prime Contractor.
If a Statement of Work is placed under this Agreement that contains services
provided on the basis of a monthly maintenance charge, in lieu of monthly
invoicing, Prime Contractor may select Quarterly or Annual invoicing by
selecting the appropriate Billing Cycle option on the Addendum to this
Agreement. If Prime Contractor selects Quarterly or Annual invoicing, the first
quarterly or annual invoice will be issued as of the Effective Date of this
Agreement. Thereafter, Quarterly or Annual invoices will be issued at the
beginning of the successive quarterly or annual periods.
If services are provided which are outside the scope of this Agreement, such
amounts shall be invoiced on a time and materials basis as such service is
provided. Hourly rates shall be Subcontractor's then current rates in effect
when the service is performed, and shall be payable as specified in the invoice
for such charges.
7. TAXES
Prime Contractor agrees to pay amounts equal to any applicable taxes,
including, but not limited to, sales and use taxes, resulting from any
transaction under this Agreement, excluding taxes based on Subcontractor's net
income.
8. NON-SOLICITATION OF EMPLOYEES
Prime Contractor will not employ or otherwise contract for the same or similar
technical services of any present employee of Subcontractor, performing duties
in support of this Agreement, or employee hired by Subcontractor, performing
duties in support of this Agreement, during the term hereof until one year
after the earlier of: (a) the termination of such employee's employment; and
(b) the termination of this Agreement. No offer or other form of solicitation
of employment will be made at any time when the employment
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of such person is prohibited by this Agreement. Inasmuch as it is impossible to
fix the damages for breach of this non-solicitation provision, it is understood
and agreed that upon breach, the Prime Contractor will pay to the
Subcontractor, as liquidated damages, an amount equal to fifty percent (50%) of
the affected employee's base annual salary for each such employment
solicitation made in breach of this provision. Such amount will be due and
payable by the Prime Contractor within ten (10) days of receipt of written
demand from Subcontractor. In addition to the above liquidated damages,
Subcontractor may seek equitable relief from Prime Contractor.
9. CONFIDENTIALITY
The parties agree that all information and data of the other party to which
each party has access under this Agreement will be treated as confidential
information. For the purpose of this Agreement, "Confidential Information"
shall include any information and data of a confidential nature, including but
not limited to proprietary, developmental, technical, marketing, sales,
operating, performance, cost, know-how, business and process information,
computer programming techniques, and all record bearing media containing or
disclosing such information and techniques which is disclosed pursuant to this
Agreement. All such information shall be held in strict confidence by each
party, using the same standard of care used by the receiving party to protect
its own confidential information, but in no event less than a reasonable
standard of care, and shall not be used or disclosed for any purpose except as
necessary to implement or perform this Agreement. All Confidential Information
exchanges between the Parties pursuant to this Agreement shall:
(a) if in written physical form, be marked "Confidential" or similarly
legended by the disclosing party before being turned over to the
receiving party;
(b) if disclosed orally, be reduced to writing and sent to the
non-disclosing party within ten (10) working days of said disclosure;
(c) not be copied or distributed, disclosed, or disseminated in any way or
form by the receiving party to anyone except its own employees, who
have a reasonable need to know said Confidential Information; or
(d) be treated by the receiving party with the same degree of care to
avoid disclosure to any third party as is used with respect to the
receiving party's own information of like importance which is to be
kept confidential;
Information shall not be considered confidential if: (i) the receiving party is
already in possession of the information prior to the Effective Date of this
Agreement; (ii) the information becomes part of the public domain through no
fault of the receiving party; (iii) the receiving party obtains the information
from a third party without violating this provision; or (iv) the information is
released in writing by the disclosing party so that the receiving party may
make public disclosure.
Upon the cancellation or termination of this Agreement, the receiving party
agrees to return to the disclosing party any confidential information in its
possession upon the written request of the disclosing party. The parties'
obligations regarding confidential information shall expire one (1) year
following the termination or expiration of this Agreement.
10. PATENT INDEMNIFICATION
Subcontractor agrees to assign to Prime Contractor any Original Equipment
Manufacturer (OEM) indemnification which Subcontractor possesses regarding any
patent, copyright, trade secret, or other proprietary right related to
replacement parts provided under this Agreement. If replacement parts are
furnished as part of the services defined in the applicable schedules attached
hereto, Subcontractor shall indemnify, defend (or settle at its option), and
hold Prime Contractor harmless from any action at law against Prime Contractor
arising from a claim that Subcontractor's modification or enhancement to any
replacement part provided hereunder infringes any patent, copyright, trade
secret, or other proprietary right.
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11. THIRD PARTY INDEMNIFICATION
Subcontractor shall indemnify and hold the Prime Contractor harmless from any
and all third party claims for losses, damages, and liabilities for injury to or
death of any person and for damage to or destruction of real or tangible
personal property, resulting from negligent acts or omissions of Subcontractor
or its employees in connection with the performance of the service provided for
herein. Prime Contractor shall notify Subcontractor as soon as practicable of
any such claim. Subcontractor will control the defense of such claims and Prime
Contractor agrees to cooperate fully in such defense.
12. DISCLAIMER AND LIMITATION OF LIABILITY
SUBCONTRACTOR'S OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES,
EXPRESS OR IMPLIED, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF
ITS ESSENTIAL PURPOSE OR OTHERWISE, SUBCONTRACTOR WILL NOT BE LIABLE FOR
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOSS OF PROFITS OR INCOME, OR LOSS OF USE OR OTHER BENEFITS, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED UNDER THIS
AGREEMENT.
Subcontractor will not be liable for loss of funds contained in, dispensed by,
or associated with any Equipment under this Agreement.
Subcontractor will accept liability for claims due to personal injury or damage
to real property or tangible personal property caused by the negligent acts or
omissions of Subcontractor.
During the initial twelve (12) months of this Agreement, Subcontractor's
liability hereunder for all other actual loss or damage, including but not
limited to breach of contract claims, is limited to, in the aggregate, the
amount paid by Prime Contractor to Subcontractor during the initial twelve (12)
month period, less any claims previously paid. Thereafter, Subcontractor's
liability hereunder for all other actual loss or damage, including, but not
limited to, breach of contract claims, is limited to, in the aggregate, the
amount paid by Prime Contractor to Subcontractor during the prior twelve (12)
month period, less any claims previously paid.
In all cases, any claim must be brought within twelve (12) months after the
occurrence of the alleged act or omission.
13. INDEPENDENT CONTRACTOR
Prime Contractor and Subcontractor, and their respective agents and employees,
shall render all services under this Agreement as Independent Contractors, not
as employees or agents of the other. Neither party, nor any of its agents or
employees, shall hold themselves out as employees or agents of the other party
in connection with the performance of services under this Agreement or any
other matter.
14. PRIME CONTRACTOR'S RESPONSIBILITIES
Prime Contractor shall be responsible for ensuring that all of its End-Users'
files are adequately duplicated and documented. Subcontractor is not
responsible for Prime Contractor's failure to do so, or for the cost of
reconstructing data stored on disc files, tapes, memories, etc., lost or
damaged during the performance of service under this Agreement.
Prime Contractor warrants that it has the right and license to use all software
installed on its Equipment.
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15. TERMINATION
Either party may terminate this Agreement as of the last day of the Initial Term
by providing ninety (90) days written notice prior to the end of the Initial
Term. Thereafter, either Prime Contractor or Subcontractor may terminate this
Agreement at any time upon ninety (90) days prior written notice.
In the event Prime Contractor fails to make payment to Subcontractor pursuant to
this Agreement when such payment is due, and does not fully cure such failure
within ten (10) business days after receipt of written notice thereof from
Subcontractor, Subcontractor may, in addition to any other rights it may have
under this Agreement, terminate this Agreement.
In the event either party fails to perform any of its material obligations
hereunder, other than failure to make payments to Subcontractor, and does not
fully cure such failure within thirty (30) days after receipt of written notice
from the non-defaulting party, the non-defaulting party may, in addition to any
other rights it may have under this Agreement, terminate this Agreement.
If, under the terms of this Agreement, Prime Contractor withdraws such
quantity, models or types of Equipment or services and, Subcontractor, in its
reasonable judgment, determines that it is no longer economically feasible for
Subcontractor to continue to provide such service or to service the remaining
Equipment based upon the then current pricing and contractual terms, then
Subcontractor may terminate this Agreement upon thirty (30) days prior written
notice.
16. FORCE MAJEURE
Neither Subcontractor nor Prime Contractor will be responsible or liable in any
way for its failure to perform or delay in performance of its obligations under
this Agreement during any period in which performance is prevented or hindered
by conditions reasonably beyond its control, including, but not limited to,
acts of God, fire, flood, failure of public utilities, war, embargo, strikes,
labor disturbances, explosions, riots, and laws, rules, regulations and orders
of any governmental authority.
17. YEAR 2000 WARRANTY
Subcontractor represents, warrants and covenants that to the extent it directly
employs software in the performance of its obligations under this Agreement on
or following January 1, 2000, which software contains or requires a calendar
function including, without limitation, any function indexed to a CPU clock,
and any function providing specific dates or days or calculating spans of
dates or days, the software shall record, store, process, provide, and where
appropriate, insert true and accurate dates and calculations for dates and
spans including and following January 1, 2000 ("Year 2000 Compliance"). Such
software will have no lesser functionality with respect to records containing
dates both, or either, before or after January 1, 2000 than heretofore with
respect to dates prior to January 1, 2000. Prime Contractor shall be
responsible for ensuring the functionality of its software with respect to Year
2000 Compliance. Subcontractor does not guarantee the compatibility of such
Prime Contractor software with any software used by Subcontractor in connection
with Year 2000 Compliance.
In the event maintenance parts are utilized, they shall be equivalent of
Year 2000 functionality as the exchanged part.
SUBCONTRACTOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND
REGARDING OR RELATING TO YEAR 2000 COMPLIANCE. SUBCONTRACTOR'S ONLY OBLIGATION
TO PRIME CONTRACTOR REGARDING OR RELATING IN ANY WAY TO YEAR 2000 COMPLIANCE
AND THE OPERATION AND SERVICE OF THE PRIME CONTRACTOR'S COMPUTER SYSTEMS IS AS
SET FORTH IN THIS SECTION OF THIS AGREEMENT. SUBCONTRACTOR EXPRESSLY DISCLAIMS,
AND PRIME CONTRACTOR HEREBY EXPRESSLY WAIVES, ALL EXPRESS WARRANTIES REGARDING
YEAR 2000 COMPLIANCE AND ALL WARRANTIES, DUTIES AND
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OBLIGATIONS IMPLIED IN LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. RESPONSIBILITY FOR ACHIEVING YEAR 2000 COMPLIANCE FOR
PRIME CONTRACTOR'S COMPUTER SYSTEMS AND SOFTWARE USED THEREON REMAIN AT ALL
TIMES WITH PRIME CONTRACTOR. IT IS THE EXPRESS INTENTION OF PRIME CONTRACTOR,
AND THE BASIS UPON WHICH SUBCONTRACTOR IS PERFORMING SERVICES UNDER THIS
AGREEMENT, THAT PRIME CONTRACTOR'S RISK OF ADVERSE CONSEQUENCES IN CONNECTION
WITH YEAR 2000 COMPLIANCE PROBLEMS SHALL REMAIN AT ALL TIMES WITH PRIME
CONTRACTOR AND SHALL NOT SHIFT TO SUBCONTRACTOR BY REASON OF SUBCONTRACTOR'S
PERFORMANCE OF SERVICES HEREUNDER.
18. PUBLICITY
Subcontractor may use the name of Prime Contractor in sales presentations,
marketing vehicles and related activities.
19. CORRESPONDENCE AND COMMUNICATION
All routine or operational correspondence or communications between the parties
shall be to the respective address, telefax or telephone number shown on the
face of this Agreement.
20. LEGAL NOTICE
Any legal notice required or permitted to be given hereunder shall be in writing
and may be given by delivering or mailing the same by registered or certified
mail, and such notice shall be sufficiently given if addressed to the Prime
Contractor representative set forth on the face of this Agreement, or if
addressed to Subcontractor, to DecisionOne Corporation, 50 East Swedesford Road,
Frazer, Pennsylvania 19355-1488, Attention: Director of Contracts, with a copy
to the Subcontractor representative on the face of the Agreement.
Any such notice delivered to the addressee shall be deemed received when
actually delivered. Any such notice sent by registered or certified mail shall
be deemed received when signed by an authorized representative of addressee.
21. GENERAL
Upon written notice, Subcontractor may assign this Agreement and its rights
hereunder to any parent, subsidiary or affiliate. In addition, either party may
assign this Agreement upon the prior written consent of the other party, which
shall not be unreasonably withheld.
This Agreement represents the entire agreement between the parties concerning
the subject matter herein and this Agreement supersedes all prior and
contemporaneous negotiations, representations and agreements, oral or written,
between the parties.
No provision of this Agreement shall be considered modified or amended by either
party unless such modification is made in writing and signed by an authorized
representative of each party.
All obligations set forth in this Agreement are contingent upon Subcontractor
maintaining its current relationship(s) with Original Equipment Manufacturer(s)
("OEM"). In the event that Subcontractor's relationship with any OEM changes,
Subcontractor reserves the right to modify the obligations contained herein
accordingly.
CONFIDENTIAL Page 5 of 7
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This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to its conflict of laws principles.
If any conflict arises among the documents which comprise this Agreement, the
following order of precedence shall govern: Statement(s) of Work, General Terms
and Conditions; Schedules; Appendices; Addenda; Attachments. The terms and
conditions of this Agreement shall have control over and supersede any Prime
Contractor purchase order or other Prime Contractor document.
Prime Contractor agrees that Subcontractor is its primary maintenance agent and
shall offer Subcontractor a first right of refusal before retaining any other
service entity in Areas where Subcontractor is prepared and available to provide
maintenance services. In the event Subcontractor shall elect not to perform the
requested services, it shall notify Prime Contractor of such election within ten
(10) business days of receipt of the request from Prime Contractor.
Each party hereto represents that it has the authority to enter into this
Agreement.
If the foregoing meets with the approval of Prime Contractor, please sign and
return this to Subcontractor. Upon execution of this Agreement by
Subcontractor, the parties shall be legally bound and agree to the terms of
this Agreement and all of its Schedules; Addenda and/or Attachments as of the
Effective Date.
Accepted by: Accepted by:
DECISIONONE CORPORATION __________________________________________
(Insert Prime Contractor's Full Legal Name)
BY:_____________________________ BY:_______________________________
(Authorized Signature) (Authorized Signature)
________________________________ ___________________________________
(Type or Print Name) (Type or Print Name)
TITLE:__________________________ TITLE:_____________________________
DATE:___________________________ DATE:______________________________
CONFIDENTIAL Page 6 of 7
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AMENDMENT #1
TO MASTER SUBCONTRACTED
SERVICE AGREEMENT ("AGREEMENT")
DATED 1 MARCH 1999
BETWEEN VA RESEARCH ("PRIME CONTRACTOR")
AND DECISIONONE CORPORATION ("SUBCONTRACTOR")
As of this 9th day of April 1999, Prime Contractor and Subcontractor hereby
agree to modify the Agreement as follows:
1. The attached Appendix D, Help Desk/Technical Support Services Statement of
Work (SOW) is incorporated into the Agreement. Services and billings under this
SOW shall commence as specified in the SOW and shall be subject to the terms and
conditions of the Agreement. As a result, the list of Appendices in Paragraph 2
of the Agreement is considered modified to include "Appendix D, Help
Desk/Technical Support Services Statement of Work."
2. The existing Appendix C, Per Incident Labor Only On-Site Maintenance SOW
is replaced with, and superseded by, the attached revised Appendix C, Per
Incident Labor Only On-Site Maintenance SOW, dated 4/9/99, which shall be
subject to the terms and conditions of the Agreement. The title of Appendix C
in Paragraph 2 of the Agreement is considered modified to read "Per Incident
Labor Only On-Site Maintenance Statement of Work."
3. As used throughout the Agreement, or any incorporated document, including
the above identified Appendices, "VA Research" shall have the same meaning as
"Prime Contractor" and "DecisionOne" shall have the same meaning as
"Subcontractor."
Except as specifically modified herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
ACCEPTED BY: ACCEPTED BY:
VA RESEARCH DECISIONONE CORPORATION
/s/ John T. Hall
-------------------------------- -----------------------------------
(Authorized Signature) (Authorized Signature)
John T. Hall
-------------------------------- -----------------------------------
(Type/Print Name) (Type/Print Name)
Vice-President
-------------------------------- -----------------------------------
(Title) (Title)
4/9/99
-------------------------------- -----------------------------------
(Date) (Date)
Page 1 of 1
<PAGE> 9
[DECISION ONE LOGO]
OTO-HSS-OSM
Rev. 02/01/99
APPENDIX C
STATEMENT OF WORK
for
One To 1
HARDWARE SUPPORT SERVICES
PER INCIDENT LABOR ONLY ON-SITE MAINTENANCE
The following terms and conditions define the Per Incident Labor Only On-Site
Maintenance Service ("OSM Service") to be provided to Prime Contractor's End
Users under this Agreement. The items of Equipment subject to OSM Service under
this Agreement are listed in Appendix A to the Service Agreement. Upon mutual
written agreement, the parties may choose to amend this Statement of Work to
include coverage of Equipment on a Monthly Maintenance Charge (MMC) basis.
1. PER INCIDENT LABOR ONLY ON-SITE MAINTENANCE SERVICE
OSM Service is provided in order to keep End User's Equipment in, or return End
User's Equipment to, good working order. OSM Service does not assure
uninterrupted operation of End User's Equipment.
OSM Service includes remedial maintenance and preventive maintenance based upon
the specific needs of the individual item of Equipment. Subcontractor will take
the first call from the End User, verify entitlement, provide initial call
screening and perform problem determination. Prime Contractor will determine
what parts, if any, are necessary to repair the End User's Equipment. Prime
Contractor will ship, at its own expense, the necessary parts prepaid to the End
User's location. Prime Contractor will then open a service call with
Subcontractor through Subcontractor's Call Management System. The End User must
be in possession of any necessary parts before Subcontractor is dispatched.
Subcontractor will dispatch the call to the assigned Customer Service Engineer
(CSE). The Subcontractor CSE will confirm the estimated time of arrival with the
End User.
The Subcontractor CSE will replace the defective parts and verify that the
problem is resolved. The Subcontractor CSE will pack the defective part(s) in
pre-labeled/prepaid packaging in preparation for shipment to Prime Contractor.
Prime Contractor has the responsibility for ensuring that the End User ships
the parts back to the Prime Contractor. Remedial maintenance shall be
considered completed when the End User's Equipment has been restored in
accordance with the Original Equipment Manufacturer's (OEM) guidelines. OSM
Service may include lubrication and adjustments. Preventive maintenance service
will be performed by Subcontractor during the Principle Period of Maintenance
("PPM").
If Subcontractor's CSE arrives at the End User location and is unable to
perform service because the part(s) is not on-site, the part(s) does not fix
the problem, or the part(s) is defective, the CSE will work with the Prime
Contractor to determine what part(s) is needed. Once the required part(s) is
identified, the service call will be closed and the Prime Contractor will
reorder the correct or new replacement part(s). Prime Contractor will pay
Subcontractor the Per Incident charge for the call, and a new call will be
opened when the correct or new part(s) has been shipped by Prime Contractor to
the End User and a proper service call is placed by Prime Contractor to
Subcontractor.
VA Research Rev. 5, 4/9/99 Confidential Page 1 of 3
Approved: ________ Subcontractor Initials
/s/ [illegible] Prime Contractor Initials
----------
<PAGE> 10
2. CHARGES, INVOICES AND PAYMENTS
Subcontractor will invoice Prime Contractor monthly for all applicable charges
and payment shall be made in accordance with the payment terms of the Agreement.
3. HOURS OF ON-SITE MAINTENANCE SERVICE AVAILABILITY
The PPM for OSM Service shall be Monday-Friday 8am-5pm, local time. Optional
Hours of OSM Service may be available for an additional charge. For any items
of Equipment covered by a Monthly Maintenance Charge (MMC), at the beginning of
any month, Prime Contractor may select Optional Hours of OSM Service
availability by giving Subcontractor fifteen (15) days prior written notice.
If Prime Contractor has not selected Optional Hours of service availability,
all unscheduled on-site remedial maintenance service requested by Prime
Contractor which is outside of the PPM will be furnished at Subcontractor's
current hourly rates and terms then in effect. Charges for travel and other
applicable expenses incurred in connection with such service will be invoiced
to Prime Contractor.
4. SERVICES NOT COVERED
OSM Service does not cover external electrical work, repair of Equipment damage
or increase in service time caused by misuse, accident, fire, flood, lightning,
or other catastrophic causes, modification, unsuitable physical or operating
environment, and improper service by someone other than Subcontractor,
including attempts by Prime Contractor, End User, or a third party to make
Prime Contractor's Equipment Year 2000 compliant. If any such service(s) are
required, they may be provided at Subcontractor's current hourly rates and
terms then in effect. Subcontractor will not be liable or responsible for the
cost of any service and/or parts replacement resulting from fraud, tampering,
latent defects or the use of unauthorized components, assemblies and modules,
including but not limited to memory cards and boards.
5. FREIGHT AND SHRINKAGE
In all circumstances, Prime Contractor will be responsible for all freight
costs for parts shipments. Prime Contractor will also assume parts shrinkage
based on the industry standard.
6. DOCUMENTATION AND TRAINING
Prime Contractor shall be responsible for providing to Subcontractor, at Prime
Contractor's expense, all necessary technical documentation, including a right
to reproduce such documentation. Prime Contractor shall be responsible for the
cost of all necessary training for a minimum of * Subcontractor CSE's per
Serviceable Area to perform required maintenance, as well as any associated
costs, including, but not limited to, travel and lodging expenses.
7. PRICING
Charges for all services performed under this Statement of Work are on a Per
Incident basis, as follows:
<TABLE>
<CAPTION>
WORKSTATION - PER INCIDENT LABOR ONLY ON-SITE REPAIR
----------------------------------------------------
<S> <C>
48 Hour Response (5x9 coverage) *
24 Hour Response (5x9 coverage) *
</TABLE>
Notwithstanding the above, Response Time requirements shall not apply for any
End User site greater than * from a Subcontractor Service Office.
VA Research Rev. 5, 4/9/99 Confidential Page 2 of 3
Approved: ________ Subcontractor Initials /s/ J.A. Prime Contractor Initials
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
<PAGE> 11
Servers -- Per Incident Labor Only On-Site Repair
24 Hour Response (5x9 coverage) *
4 Hour Response (5x9 coverage) *
4 Hour Response (7x24 coverage) *
In order to support a 4 hour response, the parts necessary to support this
level of service must be located at the End User's site.
Notwithstanding the above, Response Time requirements shall not apply for
any End User site greater than * from a Subcontractor Service Office.
Zone Surcharges
The pricing contained herein is applicable to all End User locations within *
of a Subcontractor Service Office. For those locations beyond * and up to *,
the following surcharges will apply:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Distance from a Subcontractor
Service Office Trip Charge
------------------------------------------------------------------------------
<S> <C>
* *
------------------------------------------------------------------------------
* *
------------------------------------------------------------------------------
* *
------------------------------------------------------------------------------
* or greater (only Subcontractor's
available at Subcontractor's current rates then
option) in effect
------------------------------------------------------------------------------
</TABLE>
All pricing contained herein is subject to change based on discovery.
Service at any location beyond * from a Subcontractor Service Office shall be
performed by Subcontractor on a best effort basis. Service at any location
beyond * from a Subcontractor Service Office shall be performed at the sole
discretion of Subcontractor.
8. TERM
This Statement of Work shall remain in effect for a period of one (1) year from
the Effective Date of the Agreement.
9. OTHER PRIME CONTRACTOR RESPONSIBILITIES
(A) In order for Subcontractor to be responsible for any response time
requirements or other SLA's, or in order for Equipment to be eligible for
maintenance services on an MMC basis (if applicable), Prime Contractor
must, at the time of original shipment of the Equipment to an End User,
provide Subcontractor with the following: (1) Equipment: Equipment Type,
Model, Serial Number, and Configuration; (2) End User Information: Complete
address information, and contact name and phone number. Failure of Prime
Contractor to provide all of this information to Subcontractor shall
relieve Subcontractor of any response time requirements or other SLA's and
service for an item of Equipment for which complete information is not
provided shall be done on a best effort basis, with Per Incident charges
to apply.
(B) Prime Contractor shall provide technical support, as required, to
Subcontractor's CSE's at no cost to Subcontractor.
VA Research Rev. 5, 4/9/99 Confidential Page 3 of 3
Approved: Subcontractor Initials /s/ JA Prime Contractor Initials
--------- ---------
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
<PAGE> 12
APPENDIX D TO MASTER SUBCONTRACTED
SERVICE PROVIDER AGREEMENT BETWEEN
VA RESEARCH AND DECISIONONE CORPORATION
TECHNICAL SUPPORT/HELP DESK
STATEMENT OF WORK
TECHNICAL SUPPORT SOLUTION/SINGLE POINT OF CONTACT
DecisionOne will provide to VA Research end users a toll free number to place
their technical support calls 24 hours a day, seven days per week. These calls
will be answered "live" by either a technical support agent or a customer
service representative (CSR). The average speed to answer (ASA) service level
agreement that DecisionOne will commit shall be all calls will be answered
within *.
During the core business hours of 8:00am - 8:00pm (EST) Monday through Friday,
DecisionOne will have * dedicated Linux and VA Research trained technicians
(Full Time Equivalents - FTEs) available to provide technical support. Both
parties will mutually agree in writing whether to add incremental head count to
this dedicated team. VA Research will accrue charges for each of the * FTEs at a
rate of * each per month. Notwithstanding this, VA Research will be invoiced
monthly in arrears in accordance with the Billing Schedule identified in the
Pricing Section of this SOW. DecisionOne will agree that members of the
dedicated support team, trained by VA Research, shall provide support only for
VA Research and shall not provide support for any competing solution/product
unless explicit, written, consent is given to DecisionOne by VA Research.
For those hours after the core business hours (8:00pm - 8:00am (EST) Monday
through Friday and all day Saturday, Sunday, and holidays), DecisionOne will
establish a support solution wherein, the calls will be answered by either a
technical agent or CSR, DecisionOne will guarantee a * call back during these
hours with a Linux/VA Research trained technician. DecisionOne will invoice
monthly, in arrears, to VA Research at a fixed per incident rate of * for these
after-hours/weekend technical support incidents.
Email/Web Based Support - All email and web based support requests will be
delivered by the dedicated core team. Therefore, email/web based support
requests that come in during the core business hours will be handled promptly
by the dedicated team. Emails/Web based support requests that come in
after-hours or on weekends will be delivered once the core team has returned to
work the next business day (8:00am). Due to the lack of knowledge of the types,
extent, nature, and length of these types of requests, DecisionOne can not
develop a Service Level Agreement (SLA) for a guaranteed response time. As our
experience develops over the first 6 months, DecisionOne and VA Research will
mutually decide on a guaranteed response time.
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
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DecisionOne will utilize VA Research for all necessary and required "train the
trainer" support prior to taking first call. This train the trainer support
shall be * to DecisionOne. VA Research shall supply DecisionOne with all
necessary, and required, product information (manuals, documentation, etc) on
the VA Research product set. This information will remain the property of VA
Research. DecisionOne will utilize VA Research, *, for a level 2 escalation
point for those problems that cannot be resolved by the DecisionOne trained
technical agents. The escalation procedure/process and bounds for escalations
will be mutually agreed upon by both parties. DecisionOne agrees that
information/knowledge gained/gathered as a direct result of training by VA
Research shall be deemed to be of a proprietary nature and shall be protected
accordingly.
OTHER TECHNICAL ISSUES
DecisionOne and VA Research will jointly work to develop a method of utilizing a
'real time' call management system between our respective organizations. This
may either be accomplished by each party utilizing the same call management
system or by having the respective parties utilizing differing call management
systems, but having a live, real time, incident exchange between our respective
support centers. DecisionOne will provide up to * of consultation and support in
recommending a call center solution for VA Research's 2 level support team.
Man-hours in excess of * will be invoiced at a rate of *. Upon developing a
mutually agreeable call management strategy, a dedicated connection (T1 or
Frame) will be established between our respective call centers. * This
connection will allow both parties to exchange data in real time mode. * This
information will be used to pre-populate the call management system.
After connectivity between call centers has been accomplished, DecisionOne
shall escalate level 2 calls/callers/call information directly to VA Research
personnel per mutually agreed upon processes and procedures.
At program start, DecisionOne will utilize McAfee's Help Desk v. 3.5. All data
from the service events will be logged into this call tracking system. Via
SupportWeb, that data will be made available to VA Research to view the status
of all Open and Closed trouble tickets. This availability will be READ Only.
As far as knowledge base material is concerned, all problem/resolution data
gathered by DecisionOne will become property of VA Research at no charge. VA
Research will be the responsible party for final validation and
certification for any, and all, "solutions" as they relate to the Linux/VA
Research integrated product. It will be the responsibility of VA Research to
develop and maintain any web site that contains this data.
PRICING
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
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Both parties have agreed to contractually binding monthly minimum levels of
revenue. To this extent, both parties have also agreed to a * 'ramp up' plan of
minimum revenue commitments. These commitments are identified in the Billing
Schedule below. For the purposes of revenue commitments, 5 April 1999 shall be
considered the start date for services and billing purposes, unless an alternate
date is otherwise mutually agreed to between the parties. The term of this SOW
shall be in accordance with the term of the Agreement.
Billing Schedule:
<TABLE>
Service Type Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Mo. 7/Forward
<S> <C> <C> <C> <C> <C> <C> <C>
Call Center Services * * * * * * *
</TABLE>
NOTE -- Monthly minimum for call center service shall remain at these
levels only if the FTEs dedicated to the account remain at * . If both
parties mutually agree to increase the number of dedicated head count, the
monthly minimum shall increase at a rate of * per FTE.
Notwithstanding the foregoing deferred Billing Schedule, the services provided
by DecisionOne are based on * FTE's at * each per month. Should the Agreement
and/or the SOW be terminated at any time, and for any reason, during * of
service under this SOW, VA Research shall be responsible to DecisionOne for
payment of all amounts accrued, based on * FTE's at * each per month, less any
amounts previously paid for such services rendered.
* Confidential treatment has been requested by the Registrant as to certain
portions of this exhibit. The omitted portions have been separately filed with
the Commission.
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