enterprise service agreement 2010

7/30/2019 Enterprise Service Agreement 2010

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Enterprise Networking Services Agreement

PREPARED FOR

Customer

October 25, 2010

BizDevDNANetwork Integration Services Group

Glendale, CA


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Enterprise Networking Services Agreement BizDevDNA

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TABLE OF CONTENTS

ARTICLE I ..................................................................................................................................... 4SCOPE OF SERVICES ............................................................................................................ 4

ARTICLE II ................................................................................................................................. 10HARDWARE .......................................................................................................................... 10

ARTICLE III ............................................................................................................................... 11SOFTWARE ........................................................................................................................... 11

ARTICLE IV ................................................................................................................................ 12STATEMENT OF WORK ....................................................................................................... 12

ARTICLE V ................................................................................................................................. 13TERM OF AGREEMENT ........................................................................................................ 13

ARTICLE VI ................................................................................................................................. 14FINANCIAL CONSIDERATIONS ............................................................................................ 14

ARTICLE VII ................................................................................................................................ 16INSURANCE AND INDEMNIFICATION .................................................................................. 16

ARTICLE VIII ............................................................................................................................... 18MULTIPLE VENDOR CONSIDERATIONS AND WARRANTIES ........................................... 18

ARTICLE IX ................................................................................................................................. 19BDD DATA SYSTEM MAINTENANCE PROGRAM ................................................................ 19

ARTICLE X .................................................................................................................................. 20TERMINATION OF AGREEMENT ......................................................................................... 20

ARTICLE XI ................................................................................................................................. 21ADITIONAL PROVISIONS ...................................................................................................... 21

APPENDIX A ............................................................................................................................... 25MATERIALS AND PRICING ................................................................................................... 25

APPENDIX B ............................................................................................................................... 29PROJECT IMPLEMENTATION SCHEDULE ........................................................................... 29

APPENDIX C .............................................................................................................................. 31DISCLAIMER ........................................................................................................................... 31

APPENDIX D .............................................................................................................................. 32ENVIRONMENTAL AND INSTALLATION REQUIREMENTS ................................................ 32

APPENDIX E ............................................................................................................................... 34

ACCEPTANCE TESTS ........................................................................................................... 34APPENDIX F ............................................................................................................................... 35

SUPPORT SERVICES ............................................................................................................ 35


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ENTERPRISE NETWORK SERVICES AGREEMENT

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

Witnesseth: That,

WHEREAS, Customer, requires computer network integration, procurement ofservices, equipment and installation and support of the Enterprise Network, hereinaftercalled "Network", and

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

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


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ARTICLE I

Scope Of Services

SECTION 1.

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

PHASE I, Transitional Network, detailed in Appendix B, will be "Bonded" forperformance (excluding the controller trade-in). Monies advanced to BDD for Phase I

Activities such as Baselining, Engineering detailing, equipment procurement, installation,and testing will be "Bonded" and will therefore be secured in Customer's interest if BDD

Data does not perform or successfully complete the Phase I Milestones.Notwithstanding, the Phase I Activities, Customer will be responsible for submitting apurchase order immediately upon execution of the Agreement.

PHASE II. Implementation, detailed in Appendix B, will include all activities to completethe Enterprise Network, such as list activities in briefsolution completion as outlined in

Appendix B.


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SECTION 2.

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

A. Baselining Services

1. The Baselining consulting services will be necessitated in the eventCustomer cannot provide BDD with the information as described inthe proposals disclaimer (Response to Questionnaire). The followingareas of the enterprise will be surveyed:a. Baselining of the Telecommunications Infrastructure (such as

Data Telecommunications Lines, Modems, CSU/DSU, SecuritySystem, Voice lines, etc).

b. Baselining of the Legacy Systems (such as Controllers, FrontEnd, Legacy Hardware/Configuration, System Tables andConfigurations, User Applications, etc).

c. Baselining of Data Networks (Traffic Flow Analysis, Peak TrafficAnalysis, Average Message Size, Network Topology, etc.) .

d. Baselining of Local Area Networks (Sniffer Trace, Client/Server,LAN based Applications, Security System, Gateways, MessageSize, Network Operating System, etc).

2. Deliverable: BDDs senior consulting staff will obtain, gather,analyze, and document all the necessary information of Customersenterprise-wide resources to facilitate a detail-level design, list ofdeliverable items, changes to the proposed design, and a schedule ofdeliverable items.

B. Project Management

1. Project Management resources will coordinate delivery of a complexnetworking project and assumption of responsibility for successfulcompletion of all committed project deliverables. This resource will beresponsible for the following:a. Serve as the interface between BDD's project team andCustomer's project team.b. With Customer's Project Manager, administer project changes as

needed, utilizing any mutually agreed upon procedure.c. Obtain and provide information, data, BDDs, and approvals,

in a timely manner, unless both parties agree to an extendedresponse time.

d. Resolve deviations from project plans that may be caused byeither party.

e. Help resolve project issues, and take issues to the appropriatelevel of BDD's management.


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

2. Deliverable: Complete Project Implementation.

C. Procurement Management

1. Management of product procurement for items which make up theEnterprise Network. Responsibilities include:a. Select, order, and receive proper product.b. Manage potential product delivery lead times and minimize

impact to project schedule.c. Resolve issues with supply channels as needed.

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

D. Configuration

1. Services necessary, which may include hardware configuration,Application Programming, Operating System installation, installation ofApplications, Network Client Shells, Testing, and Burn-in. Service willinclude but is not limited to:a. Physical replacement of interface card hardware or addition

where none already exists.b. Installation of Application software.c. De-bugging of applications which are affected by the change in

attachment.

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

E. Wiring Certification and Documentation

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

2. Deliverable: Wired and tested cable plant .


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F. On-site Network Installation

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

2. Deliverable: Installed and tested Enterprise Network.

G. Administration Training

1. Delivery of training seminars for administration of the new network asoutlined in Appendix B - Project Implementation Schedule. Training willbe customized to the needs of the Customer.

2. Deliverable: Completion of training seminars.

H. Post-Installation Support

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

2. Deliverable: Initiation of applicable support agreements. Commitments,terms, and deliverables will be defined under separate Support

Agreements which will identify for Customer, a single point of contact forall Service and Support related issues relative to the Enterprise Network.

SECTION 3.

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

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

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

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


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

F. Project Manager

1. Customer will designate a person, called the Enterprise NetworkDepartment Project Manager, to whom all consultant communicationswill be addressed, and who has the authority to act for Customer in allaspects of the project. The Project Manager's responsibilities will includethe following:a. Serve as the interface between BDD's project team andCustomer's project team members.b. With the BDD Project Manger, administer project changes as

needed, utilizing any mutually agreed upon procedure.c. Obtain and provide information, data, BDDs, and approvals,

in a timely manner, unless both parties agree to an extendedresponse time.

d. Help to resolve deviations from project plans that may be causedby either party.

e. Help resolve project issues, and take issues to the appropriatelevel of Customer's management.

f. Monitor and report project status on a regular basis toCustomer's management BDD's management.

G. Technical Consultant

Should the completion of BDD's responsibilities under this Agreement involvetechnical specifications, customized applications or user-interfaces developed byCustomer; connectivity issues with hosts; or wide-area connections to sitesoutside the scope of the project, Customer will designate a Technical Consultantwho will act as a point of contact for technical questions and issues. This personcan be but is not necessarily the Customer Project Manager. The TechnicalConsultant will work to the best of his or her ability to provide timely technicalinformation about conditions specific to Customer. The Technical Consultant isresponsible for the following:

1. Be available for phone assistance as required.

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

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


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SECTION 4.

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

A. Documentationassociated with each task outlined in Section 1 and AppendixB, including written notification of task completion as well as informationnecessary for the proper operation and troubleshooting of networkingcomponents.

B. Acceptance Formsfor the completion of each task outlined in Section 1 andAppendix B.

C. Weekly Status Reportsduring the implementation phases of the project.

D. Final Acceptance Format project completion.

SECTION 5.

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

SECTION 6.

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


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ARTICLE II

Hardware

SECTION 7

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

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

B. Equipment Environment. The applicable environmental and installationrequirements for the Equipment are set forth in Appendix D. Customershall be responsible for preparing, at least ten (10) days prior to theDelivery Date, a suitable installation site as defined in Appendix B andas further defined in the applicable Equipment manufacturer'sreasonable installation procedures. Customer's responsibilities includeensuring that all required construction, electrical, air conditioning andother similar items are available. BDD shall not be responsible forthe installation of the Equipment or other elements of the System unlessspecifically provided for herein.

C. Supplies. Customer shall be solely responsible for acquiring and

maintaining, at Customer's expense, supplies necessary to operate theHardware.

D. Relocation of the Hardware. The Hardware is capable of being movedto Customer's offices in cities other than those in which it is originallybeing installed. However, BDD shall not be liable or responsiblefor subsequent operation unless BDD has been retained byCustomer to effect the relocation. BDD agrees to providerelocation services or technical assistance required in connection withany such relocation at its then-prevailing rates for a period of at leastthree (3) years following installation of the Hardware.

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


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ARTICLE III

Software

SECTION 8

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

A. Software. The Third Party Software (as defined below) and theBDDs Proprietary Software (as defined below) may sometimes becollectively referred to herein as the "Software".1. Acquisition. BDD shall acquire on Customer's

behalf the third party software ("Third Party Software")designated in Appendix A - Materials and Pricing.

2. Customers Responsibilities. Customer shall comply with allterms of any license agreements regarding Third Party Softwareand complete any forms in connection therewith as reasonablyrequested by BDD and with BDDs assistance.

Customer shall indemnify and hold BDD harmless from anyliability (including attorney and paralegal fees) arising out ofCustomer's breach of its license obligations with respect to ThirdParty Software.3. Disclaimer of BDD Liability. Except as expressly stated in

Article XI, BDD disclaims any warranty as to third partysoftware and further disclaims any liability to client for the failureof third party software to operate or for its infringement on therights of others.


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ARTICLE IV

Statement Of Work

SECTION 9

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

A. Statement of Work. BDD shall provide those value-added Services

designated in Appendix B - Project Implementation Schedule. Detail levelschedule and deliverables will be provided after additional information has beenreceived from Customer (see Appendix C - Disclaimer) and/or BaseliningServices have been performed by BDD.

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

C. Customer's Responsibility for Data Protection. Customer is responsible forthe security, protection, backup and maintenance of its internal data and ofsoftware utilized on all Customer systems. If so requested by Customer inwriting BDD can provide as a value-added service the appropriate security,

maintenance and backup procedures that Customer should establish regardingthese matters. Notwithstanding any recommendations which BDD mayprovide, or has provided, BDD expressly disclaims any warranty with respectto the security, preservation or maintenance of such data.


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ARTICLE V

Term Of Agreement

SECTION 10.

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

SECTION 11.

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

SECTION 12

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


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ARTICLE VI

Financial Considerations

SECTION 13.

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

SECTION 14.

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

SECTION 15.

PROCUREMENT REIMBURSEMENT. Customer agrees to pay BDD for all approvedhardware and equipment purchase by BDD, in accordance with the attached Appendix

A - Materials and Pricing. Minor equipment items not listed in Appendix A will be paidfor upon approval by the Customer Project Manager.

SECTION 16.

STATEMENTS. Statements for all Professional Services rendered under thisAgreement will be prepared by BDD in a form acceptable to Customer and submitted toCustomer for payment. All statements rendered shall be completely itemized to indicatethe basis for all expenses incurred during the preceding month, including personnelassigned, time expended, and the task performed corresponding to the rate of paystipulated herein. All statements for purchases and reimbursable expenses shall besupported by appropriate documentation.

SECTION 17.

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


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SECTION 18.

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

SECTION 19.

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

Agreement.

SECTION 20.

RIGHT TO AUDIT. Customer reserves the right to audit the records of BDD, itsauthorized officers, employees, and agents relating to the performance of BDD'sobligations, duties, and responsibilities under the terms and conditions of this

Agreement.

SECTION 21.

PERFORMANCE BOND. To insure the performance of the services as described in

Section 1 and Appendix B - Project Implementation Schedule, BDD shall provide aGuaranty Performance Bond running to Customer, payable to Customer's Treasurer.The said Performance Bond shall be in a form satisfactory to Customer, in the amountof the maximum obligation of Phase I of the Agreement as referenced in Section 1 and

Appendix B. Performance Bond shall oblige BDD to return any Monies (excludingactual and reasonable expenses and labor at the stated labor rate in Appendix A)expended by Customer to BDD and Customer to return any product supplied by BDD, ifPhase I activities do not successfully complete as stated in Appendix B.


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ARTICLE VII

Insurance And Indemnification

SECTION 22.

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

SECTION 23.

ADDITIONAL INSURED. Insofar as said insurance provide protection against liabilityfor damages to a third party for personal or bodily injury, death, and property damage,Customer shall be included as a named additional insured. Customer shall have noliability for any premiums charged for such coverage, and the inclusion of Customer as anamed insured is not intended to, and shall not make, Customer a partner or jointventure with BDD in its operations hereunder.

SECTION 24.

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

SECTION 25.

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


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SECTION 26.

SUBROGATION. Customer and BDD hereby mutually waive all right of subrogationagainst each other from any loss to property in Customer, therein or affixed theretofrom perils which can be insured against under the standard form of fire and generalcomprehensive liability insurance with extended coverage endorsement generally

available at the time, whether or not the party incurring the loss has actually obtainedsuch insurance, unless this clause would result in a loss of BDD's and/or Customer'sinsurance coverage, in which case this shall be of no force and effect.


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ARTICLE IX

Multiple Vendor Considerations And Warranties

SECTION 27

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

A. The Equipment and Software. BDD warrants the Equipment andSoftware to be capable of successfully completing the acceptance testsdescribed in Appendix B for a period of Ninety (90) days from the Acceptance

Date and to operate in conformity with the applicable user documentation. Theextent of BDD liability under this warranty shall be limited to the correction or

replacement, at BDDs own cost and expense, of any defective item of Equipmentor Software which fails any applicable acceptance test or which does not perform inaccordance with the applicable user documentation during the Warranty period,provided written notice of any failure of any acceptance test or nonconforming operationis given to BDD during the Warranty period.

B. Equipment and Third Party Software. Any assistance rendered by BDDto Customer with respect to a warranty claim under Section 27 shall notconstitute any warranty whatsoever by BDD Data as to the validity oreffectiveness of any third party warranty. The stated express warrantiescontained in Section 27 above, regarding Equipment and Third Party Softwareare contingent upon Customer's compliance with the published documentationof each manufacturer or developer of the components of the Equipment or ThirdParty Software.

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


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ARTICLE X

BDD Data System Maintenance Program

SECTION 28

BDD DATA SYSTEM MAINTENANCE PROGRAM. Customer may elect to participatein the various programs available as a part of BDD Data System Maintenance Programand receive software support services (exclusively for the Network Operating System)and on-site equipment maintenance. The various components of BDD Data SystemMaintenance Program are offered for twelve-month terms beginning as of the

Acceptance Date, and terminable annually with thirty (30) days written notice. Suchenrollment and the price therefore is designated in the Equipment and DeliverySchedule. System Software Support Plan services are described more fully in AppendixF.

A. System Software Support Plan. Customer may enroll in BDD DataSystem Software Support Plan and receive software support exclusively for theNetwork Operating System for twelve-month terms beginning as of the

Acceptance Date, and terminable with thirty (30) days written notice after theirst year. The basic provisions of the System Software Support Plan are asfollows:1. Customer shall designate two (2) points of contact within the

organization and make them known to BDD. All questions raised byCustomer in response to issues resulting from the operation of theEquipment shall be channeled by the Customer 's designated contactsto BDD Data Network Engineering Group for resolution.

2. Telephone support shall be limited to Network Operating Systems andthe integration thereof. Any problem resolution that is deemed

application software-oriented will be billed on a Time & Materials basis atBDD Datas then current rate for the level of service provided.3. Within the constraints defined in a and b, BDD Data shall provideCustomer telephone support during its normal business hours with aguaranteed four (4) hour response time.4. Customer agrees to retain BDD Data to perform services associatedwith the System Software Support Plan. The retainer, as specified

Appendix F, will be payable on an annual basis, and includes an annualaccount maintenance fee. The retainer will grant Customer contactsthe right to request service based on available incidences. In the eventhat the allowed number of incidences is exceeded prior to the conclusionof the annual term, Customer will be required to purchase additionalincidences on a renewed retainer, or may elect to be billed for servicesrendered on a Time & Materials basis.

B. Hardware Maintenance. BDD shall provide equipment maintenanceservices to Customer in accordance with the terms and conditions of theEquipment Maintenance Agreement to be set forth, provided that Customerexecutes the Equipment Maintenance Agreement and pays the AnnualMaintenance Fee set forth therein.


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ARTICLE XI

Termination Of Agreement

SECTION 29.

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

SECTION 30.

BDD'S RIGHT TO TERMINATE. BDD shall have the right to stop any further activities,thus impacting the schedule of this Agreement upon thirty (30) days advance writtennotice to Customer, with or without cause, or in the event of Customers failure tocompensate BDD with payments of any material breach or nonperformance byCustomer of any term, condition and covenant of this Agreement as stated in Appendix

A. BDD will have the right to terminate this Agreement upon thiry (30) days advancewritten notice following the said stoppage in activities, with or without cause, or non-performance by Customer to remedy such default within thirty (30) calendar daysfollowing the receipt of such written notice .

SECTION 31.

MUTUAL CONSENT. This Agreement may further be terminated by mutual writtenconsent of the parties.


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ARTICLE XII

Additional Provisions

SECTION 32.

NO PERSONAL LIABILITY. No, director, officer, agent or employee of either partyshall be charged personally or held contractually liable by or to the other party under anyterm or provision of this Agreement or because of any breach thereof or because of itsor their execution or attempted execution.

SECTION 33.

GOVERNING LAW. This Agreement shall be deemed to have been made in, and beconstrued in accordance with the laws of the State of New Jersey.

SECTION 34.

NOTICES. Except as herein otherwise expressly provided, all notices required to begiven to Customer hereunder shall be in writing and shall be hand delivered or sent byUnited States Certified Mail, return receipt requested, to:

Customer Name.Customer Address

All notices, demands and requests by Customer to BDD shall be hand delivered or sentby Certified Mail, return receipt requested, to:

BizDevDNA123 Main StreetGlendale, CA 91208

Either party may designate in writing from time to time any changes in addresses or anyaddresses of substitute or supplementary persons in connection with said notices. Theeffective date of service of any such notice shall be the date such notice is mailed.


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SECTION 35.

CONFIDENTIALITY OF DATA. Both parties acknowledge that in connection with theperformance of its duties hereunder it may be provided with, or have access to, writteninformation and data which is proprietary to the other and which is so marked asproprietary. Both parties agree to keep confidential all such information and date andshall not disclose same, either whole or in part, to any third party without the writtenconsent of the other party. Both parties agree that without the other's prior writtenconsent, it will not copy or reproduce any information or data or sell, assign,disseminate, give or transfer any such information or data or any portion thereof to anyother party, at any time whether before or after termination of this Agreement. Bothparties further agree that upon termination of this Agreement, it will return all applicableinformation, data, related notes, and work papers belonging to the other.

SECTION 36.

REPRESENTATIONS. BDD represents that all programs, documentation, reports,design or other items prepared by BDD (termed "Developed Items") under this

Agreement shall be the property of BDD and the original work product thereof. BDDshall defend and hold Customer harmless from and against any claim brought againstCustomer, that any Developed Items infringe a United States patent or copyright, or thetrade secret or other proprietary right of a third party. The parties agree that DevelopedItems do not constitute "work made for hire" as that term is defined under Section 101 ofthe Copyright Act.

Except as provided above, BDD makes no warranties or representations, express orimplied, in fact or in law, including the implied warranties of merchantability and fitnessfor a particular purpose.

SECTION 37.

AMENDMENTS. This Agreement may be amended from time to time by writtenAgreement, duly authorized and executed by representatives of both parties hereof.

SECTION 38.

WAIVERS. No waiver of default by either party of any of the terms, covenants and

conditions hereof to be performed, kept and observed by the other party shall beconstrued as, or operate as, a waiver of any subsequent default of any of the terms,covenants or conditions herein contained, to be performed, kept and observed by theother party.


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SECTION 39.

FORCE MAJEURE. Neither Customer nor BDD shall be deemed in violation of thisAgreement if it is prevented from performing any of the obligations hereunder by reasonof strikes, boycotts, labor disputes, embargoes, shortage of material, acts of God, actsof the public enemy, acts of superior governmental authority, riots, rebellion, sabotage,or any other circumstances for which it is not responsible or which is not within itscontrol.

SECTION 40.

INVALID PROVISIONS. In the event any covenant, condition or provision hereincontained is held to be invalid by a court of competent jurisdiction, the invalidity of anysuch covenant, condition or provision shall in no way affect any other covenant,condition or provision herein contained, provided the invalidity of any such covenant,condition or provision does not materially prejudice either Customer or BDD in its

respective rights and obligations contained in the valid covenants, conditions andprovisions of this Agreement.

SECTION 41.

HEADINGS. The headings of the several Articles and Sections of this Agreement areinserted only as a matter of convenience and for reference and in no way define, limit ordescribe the scope or intent of any provisions of this Agreement and shall not beconstrued to affect in any manner the terms and provisions hereof or the interpretationsor construction thereof.


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SECTION 42.

ENTIRE AGREEMENT. This Agreement, together with all appendices and exhibitsattached hereto, constitutes the entire Agreement between the parties hereto and allother representations or statements heretofore made, verbal or written, are mergedherein. This Agreement may be amended only in writing, and executed by dulyauthorized representatives of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement theday and year first above written.

BDD DATA CUSTOMER

______________________________ __________________________________

Signature Signature

______________________________ __________________________________

Name (type or print) Name (type or print)

______________________________ __________________________________

Title Title

______________________________ __________________________________

Date Date


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APPENDIX A

Materials and Pricing

The Materials and Pricing are subject to change depending upon the inrofmationgathered as described in Appendix C.

1. Pre

2. Activity 1 of the Project $(See Materials List for breakdown of the components included)Payments as described in Phase 1 Bonded activities

3. Activity 2 of the Project $(See Materials List for breakdown of the components included)

4. Activity 3 of the Project(See Materials List for breakdown of the components included)Price per Port/Node/etc. $Price per Port - Discount Level A ( For 8010-4030 trade-in) $Price per Port - Discount Level B (Hub & Router Trade-in) $Payments as described in payment schedule

5. Professional ServicesSenior Consultant $ /Hour

$ /Week$ /Month

Senior Systems Engineer $ /Hour$ /Week$ /Month

Systems Engineer $ /Hour$ /Week$ /Month

Customer Engineer $ /Hour$ /Week$ /Month

Payments as described in Payments schedule

6. Engineering Services $ /Week

$ /MonthPayments as described in Payments schedule

7. Baselining Services $Payments as described in Payments schedule


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8. Network Management Platform and Services $Payments as described in Payment Schedule and Appendix B

9. Server $Payments as per Payment Schedule

11. Server $Payments as per Payments Schedule

12. Windows NT Server $Payments as per Payments Schedule

13. Application Development $Payments as per Payments Schedule and Appendix B

14. GUI Interface to Mainframe $Payments as per Payments Schedule and Appendix B

15. SNA Gateway Server $Payments as per Payments Schedule

16. PC based Encryption Software $Payments as per Payments Schedule

17. Cabling, Wiring, Patch Panels and Hubs $Payments as per Payments Schedule

18. Frame Relay LAN to LAN interconnectivity per Port $Payments as per Payments Schedule

19. Channel Banks, CSU/DSU $Payments as per Payment Schedule

List of Materials *

1. The above Activity 1 quote for Per Port/Node cost includes the following:




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Payment Schedule

A. Freight, Shipping and Out-of-Pocket Expenses. Customer shall be responsiblefor paying all freight charges incurred by BDD in meeting its obligations under

this Agreement. BDD shall be reimbursed for all reasonable out-of- pocketexpenses incurred in conjunction with the delivery of Equipment, Software and value-

added Services and for unusual expenses incurred at the

B. Purchase Price. The purchase price for Equipment and the license fee forSoftware are set forth in the Equipment and Delivery Schedule.

C. Terms.1. Equipment, Software and Services. The purchase price of Equipment,

the license fee for all Software, and the incurred charges for associatedvalue-added services shall be due as follows:25% upon delivery of the Equipment or Software to CustomersDesignated Location(s), and;50% upon Acceptance (defined in Appendix B).25% net 30 upon Acceptance (defined in Appendix B).

2. Service. The fees for any extraordinary value-added Serviceperformed by BDD shall be paid as follows:25% upon commencement of agreement50% upon completion of the service.25% upon acceptance.

3. Supplemental Equipment and Software. The purchase price ofEquipment and the license fee for Software for Supplementary ordersshall be due as follows (unless otherwise contracted):25% upon delivery of the Equipment or Software to CustomersDesignated Location(s), and;

50% upon Acceptance (defined in Appendix B).25% net 30 upon Acceptance (defined in Appendix B).

4. Taxes. All taxes will be at current tax rate.

5. Invoices. All invoices shall be due and payable as per 2 above. Ifan invoice remains unpaid for thirty (30) days from its date, or a payment

remains unpaid for thirty (30) days from its due date, interest shallaccrue on the unpaid balance, subject to applicable law, at the rate ofone and one-half percent (1.5%) per month from the date of such invoiceor due date. Customer agrees to pay reasonable attorneys' fees andcourt costs, if applicable, if BDD initiates a collection action due toCustomer's failure to promptly pay BDD Data invoices when due,

assuming written notice of failure to pay and (5) days opportunity to curehave been provided to client.

6. Price Protection. The Equipment purchase prices and Software licensefees listed in the Equipment and Delivery Schedule are guaranteed,subject to availability from manufacturers, for thirty (30) days from theExecution Date, with supplemental modifications to the Scheduleguaranteed, subject to availability from manufacturers, for thirty (30)days from the date the modification is signed by the Customer.


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Page 28

APPENDIX B

Project Implementation Schedule

The Project Implementation Schedule is subject to changes, additions, or modifications

depending upon the information received in Appendix C and jointly agreed uponCustomer and BDDs Project Managers. Payments are to be made upon successfulcompletion of each activity as per the Payment Schedule. After successful completionof each Acceptance Test, Customer accepts that portion of the Enterprise Network, andas such, full payments of all prior activities involved must be made.

Phase 1 Implementation Schedule

Bonded Milestones

Activity 1. Baselining Services

Dependencies: Information received from Customer ( listedin Appendix C).

Duration: 2-4 weeks

Activity 2. Engineering and Design (Detail Level)Dependencies: Information received from Customer ( listed

in Appendix C), Baselining Service and newrequirements requested by Customer.

Duration: 2-4 weeks. Initial detail level design for bondedactivities

Activity 3. Activity 3

Dependencies: Availability of hardware, configurationinformation, and Customer User Profiles andResources.

Duration: 2-4 weeks.

Activity 4. Acceptance Test. Upon successful completion of this test, theBonded portion of the project will be fully completed andsatisfied. As such, full payments must be received of all prioractivities, and as outlined by the Payments Schedule described in

Appendix A.Dependencies: Successful implementation of the above.Duration: 1 week


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Milestones

Activity 5. Activity 5Dependencies: Implementation of aboveDuration: 4-6 weeks

Activity 6. Activity 6Dependencies: Information listed in Appendix C, and Availability

of equipment.Duration: 4-6 weeks

Activity 7. Activity 7Dependencies: Information listed in Appendix C, and Availability

of equipment.Duration: 2-4 weeks

Activity 8. Activity 8Dependencies:

Duration: 1 week

Activity 9. Activity 9Dependencies: Information of all User Profiles, information listed

in Appendix C.Duration: 4-6 months


in Appendix C.Duration: 4-6 months Concurrently performed.






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Activity 13. Activity 13Dependencies: Information listed in Appendix C.Duration: 2-4 weeks

Activity 14. Activity 14

Dependencies: Information listed in Appendix C. Integration ofall management services into currentenvironment.

Duration: 2-3 months

Phase 2 Implementation

Activity 1. Activity 1Dependencies: TBDDuration: TBD






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APPENDIX C

Disclaimer

All information and design and the proposal provided by BDD to Customer has beenbased upon generalized information received by BDD Data from Customer. BDD Datareserves the right to make all necessary changes and adjustments to the proposeddesign based upon the acquisition of more and detailed information from Customer.BDD Data can provide Consulting Services to Customer to obtain the information listedbelow in the event the customers resources (personnel, logistics) are limited. It iscrucial to the design process that BDD Data receives detailed information concerningthe following:

1. Overall Topology of existing network with detailed depiction of all inter-networkconnectivity of Data Centers and Branch Locations.

2. Detailed Traffic Flow analysis.

3. Detailed User Profiles for each Type of Device.

4. Detailed PSTN Telecommunications Architecture of customers network.

5. More Detailed Plans of the Customers Service Offerings for the year ____ andbeyond.

6. Timeline for migrating from current applications to future Client-Served basedapplications.

7. Detailed configuration tables of Host Front End, Controllers, Hubs, Routers, PCs,Communications Servers, POS Terminals, Terminals, PBX, Modems, APIs, andother crucial equipment or products to which BDD Data is required to integrate orprovide connections to.

8. Customers concerns about present security limitations and future securityexpectations and expansion.

9. Current Network Management platforms and devices to which BDD Data is requiredto integrate of provide connections to.

10. Sample of present Accounting, Pricing, Capacity Planning, Configuration, and FaultManagement Reports.

11. List of possible modifications, changes to the above mentioned reports, andconcerns about future needs.


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APPENDIX D

Environmental And Installation Requirements

The Environmental and Installation Requirements detail the recommendedenvironmental conditions and site preparation/installation requirements that are requiredto support the "Equipment". In addition to the basic environmental and installationconstraints offered herein, an addition attachment may be required detailing componentplacement.

Central Components

A. Provide an appropriate room (workspace) for the installation of theequipment. This room should be secured from non-authorizedpersonnel via a locking door or passkey system. The room should besufficient in size to allow for the proper placement of all necessarycentral components (hosts, file servers, print servers, hubs, etc.) andtheir associated peripherals. The room shall further accommodateany recommended equipment cabinets or racks as provided in

Appendix A.

B. The workspace shall include a direct dial telephone line for use by technicians inservicing the "Equipment". The work space shall also include a dedicated DIDline for remote communications with an appropriate workstation, modem, andsoftware (unless provided for in Appendix A) for remote diagnostics andtechnical support.

C. The workspace shall include a suitable desk and chair and 20 linear feet ofshelving (either as a bookshelf or wall-mounted shelved) for the storage ofdocumentation, materials and other necessary components.

D. The workspace shall meet the following environmental requirements:

Temperature Range: 55 - 80 Fahrenheit

Humidity Range: 20 - 80% (non-condensing)

E. The workspace will have sufficient, dedicated isolated electrical receptacles topower the Equipment or the UPS system.


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Distribution/Connectivity Requirements

A. Provide an appropriate site for the installation of any hubs, concentrators,MAUs, bridging/routing equipment or other distributed components arerequired. Each site should be sufficient in size to allow for the proper placementof all necessary distribution/connectivity components and their associated

peripherals. Each site shall further accommodate any recommended equipmentcabinets or racks as provided in Appendix A.

B. Each site shall meet the following environmental requirements:

Temperature Range: 55 - 80 Fahrenheit

Humidity Range: 20 - 80% (non-condensing)

C. Each site will have sufficient, dedicated isolated electrical receptacles to powerthe Equipment or the UPS system.

D. The work area will have sufficient, dedicated isolated electrical receptacles topower the workstation (and all associated peripherals) or the printer.


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APPENDIX E

ACCEPTANCE TESTS(SAMPLE - ACTUAL TO BE DERIVED)

The following tests will be performed in conjunction with the terms of this contract, andwill serve as a milestone for acceptance of the "System". Upon successful completionof these tests, the system shall be deemed to be complete and delivered , such eventtriggering the final payment for the "System" as provided for in the "Contract".

The tests will be performed within thirty (30) days of the submission of a Certificate ofInstallation to be provided by BDD Data upon installation/completion of all "Equipment"and services as provided in the Statement of Work

In the event that the system is complete and the Acceptance Test is not scheduled for

execution by Customer, the system shall be deemed to be accepted and final paymentshall be due.

1. The Customers Intel based will tested for remote dial in connectivity

2. The Security Management System will be tested for its Passwordprotection features and user groups.

3. The Asynchronous Terminal User will be tested for remote dial inconnection to Application Host.

4 The Network Management System will be tested with its diagnostic

software capabilities.

5. The PCs will be tested fot remote dial-in connection to Host Application.

6. Demonstration of making connections to both Application1 andApplication2 will be tested.

7. Complete documentation of the network depicting configurations andparameters set for all communication devices will be submitted toCustomer at the completion of the project.


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APPENDIX F

Support Services

[To be provided before network installation acceptance in addition to Article X ]

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