HomeMy WebLinkAbout20021963.tiff RESOLUTION
RE: APPROVE TWO CONTRACTS FOR UPGRADE OF PHONE SYSTEM AND PHONE
MAIL FOR NEW JAIL AND PUBLIC SAFETY BUILDING AND AUTHORIZE CHAIR TO
SIGN -SIEMENS ENTERPRISE NETWORKS, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant
to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with two Contracts for Phone System and
Phone Mail Upgrade for new Jail and Public Safety Building between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Phone Services, and Siemens Enterprise Networks, LLC, with
terms and conditions being as stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the two Contracts for Phone System and Phone Mail Upgrade for
new Jail and Public Safety Building between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Phone Services, and Siemens Enterprise Networks, LLC be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said contract.
The above and foregoing Resolution was, on motion duly made and seconded,
adopted by the following vote on the 24th day of July, A.D., 2002.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, OLORADO
ATTEST: '� I �``
~ G Vaad, Chai
Weld County Clerk to t B rd 2 ' •
1 ' ' �, David E. Lon , Pro-Tem
BY: Let t Z � .
Deputy Clerk to the = s'- �
N.,,1j�� M. J. eile
AP ED AS TO '' �1�
il 'am H. Jerke
Coun y A y
k Iki___
?/ Robert D. Masden
Date of signature:
2002-1963
CM0014
/�CC '. . ( ( ovi)
Siemens Enterprise Networks LLC
SCHEDULE A
MAC PRODUCTS ORDER
Customer Name and Invoice Address: Date: 07-15-2002
WELD COUNTY Page No.: 1 of
Attention: Susan Quick Quotation No.: MLDD06102C
915 10th Street 07-15-2002 09:27:15
P.O. Box 758
Greeley CO 80632
Agreement Type: (x)APS
( )Other
Products Location Address(Premises):
Jail Reference Agreement No.: 1327
Greeley CO 00000
Reference Exhibit No(s).:
Customer Contact: Susan Quick
Siemens Region Office Address:
7807 E. Peakview
Suite 400
Englewood CO 80111 Intended Installation Date: 11-12-2002
Pricing Validity
Siemens Contact: Tom Yetzer Expiration Date: 11-08-2002
Scope of Work: Siemens will upgrade your existing Product with new and refurbished features in
accordance with the configuration changes and terms set forth beginning on the next
page.
Purchase Price $17,946.11 excluding sales tax.
By signing this Ordering Document(Schedule A), Siemens Enterprise Networks LLC(Siemens)and the Customer
(you)agree that the terms of the referenced Agreement for Products and Services(APS)or other agreement,
whichever is applicable(Agreement),and the referenced Exhibit(s)apply to the Products and Services
listed in this Schedule A. Site-specific terms are set forth herein.The prices in this Schedule A
are valid provided Siemens receives the Schedule A and, if applicable,the referenced Agreement,signed
by you, on or before the Pricing Validity Expiration Date specified above, and these documents are acceptable
to Siemens.
Accepted by:
WELD COUNTY Siemens ns Enterprise Networks LLC
'Dy/ ct t
By:_�!I t -ei -------- By: A�t4'r'C+
Authorized Sig Aut ed SignVVV
Glenn Vaad1 Chair 07124[02 6144-4-4-A,v WA.4*GK. VolOZ
Name(Type or Print) Date Name(Type or Print) Date
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Schedule A
07-15-2002
Page 2
Quotation No. MLDD06102C
07-15-2002 09:27:15
SITE SPECIFIC TERMS
For: WELD COUNTY
This Schedule A,which contains proprietary Product, Services and pricing information, has been prepared
for the express purpose of allowing you to evaluate the information contained herein relating to the
Product and Services offerings of Siemens. Except as otherwise required by law, it may not be reproduced,
used by or disclosed to persons not employed or retained by you for the evaluation and implementation
of this Schedule A without Siemens'prior written consent.
The term"CS"as used in this document is deemed to mean"Siemens Hicom 300 H Product"or"Siemens Hicom
300 E Communications Server Product".
The payment terms for this Schedule A are as follows: 100%of the Purchase Price, plus all taxes,governmental
fees and transportation charges, are due within 30 days of the invoice date.
Should you elect to lease-finance the Products set forth on this Schedule A,Siemens must receive the
following paperwork no later than 30 days prior to the Cutover or Installation Date of the Products:
(1) a Purchase Order or similar document and a valid, properly executed Resale Exemption Certificate
from your leasing company,and(2)a properly executed Siemens Assignment of On-Order Products document.
Siemens will not invoice you the applicable taxes upon receipt of the aforementioned documents provided
it receives them prior to the time frame specified in the previous sentence. If Siemens does not receive
the aforementioned leasing documentation by the time it is required by contract to invoice you the applicable
taxes,the order will be considered a"sales"transaction, and you will be liable for such taxes to
Siemens as Siemens is liable to pay such taxes to the applicable State. Notwithstanding the foregoing,
you are still required to make the applicable progress payments to Siemens, or arrange to have your
leasing company to make such progress payments to Siemens, in accordance with the time frames in the
Schedule A(excludes leases transacted through the Siemens Equipment Finance Division of Siemens Financial
Services, Inc.,formerly Siemens Credit Corporation).
In the event you fail to make any payments when due under the Schedule A or subsequent orders relating
to the Products, Siemens may immediately suspend performance until payment is received. If any amount
due is not paid in accordance with the specified terms,you agree to pay Siemens on demand,as a late
charge, 1.5%per month, limited by the maximum rate permitted by law, on such overdue amount. The late
charge will accrue from such due date until such amount is paid.
Notwithstanding anything to the contrary in the Agreement, you are responsible for Product transportation
charges to your Premises for which Siemens will invoice you at$.30 per pound based on the weight of
the Product(s)shipped to you.
Siemens is a registered trademark of Siemens AG.
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Schedule A
07-15-2002
Page 3
Quotation No. MLDD06102C
07-15-2002 09:27:15
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES
For: WELD COUNTY
APPLICATIONS
Products and Services:
*PHML Upgr to Curr Rel, 1st 4 Ch 1
*PHML Upg to Current Rel,Add,4 Ch 3
'PhoneMail/SP 4 Connection Ports 2
*Storage, 17 hours, PhoneMail/SP 1
Software:
'PhoneMail Network Expansion 1
*PhoneMail/SP 4 Software Sessions 2
ADDITIONAL PRODUCTS AND SERVICES
Products and Services:
PHML SP Networking Option 1
PHML Networking Diskette 2
PHML SIO FIRMWARE KIT 1
PHML SAN DIRECT ACS OPT DSKT 2
PM 8-CH ENABLE DISKETTE 1
PHML SYSTEM SOFTWARE R6.4 DISKETTE 2
PM US ENGLISH PROMPTS (6.4) 2
PHML SYS ID Diskette US/Can 1
Refurbished Equipment(Oprion A) 1
'Refurbished Feature supplied by Rolm Resale,not subject to discount.
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Schedule A
07-15-2002
Page 4
Quotation No. MLDD06102C
07-15-2002 09:27:15
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: WELD COUNTY
PRICE SUMMARY:
Products and Services $14,915.11
Software 0.00
Programs 0.00
Sub-Total 14,915.11
Installation Material 0.00
Labor 3,031.00
Purchase Price,excluding sales tax $17,946.11
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Siemens Enterprise Networks LLC
SCHEDULE A
MAC PRODUCTS ORDER
Customer Name and Invoice Address: Date: 07-15-2002
Weld County Government Page No.: 1 of__
Attention: Ms.Jacque Armes Quotation No.: DRSA41101 C
915 10th Street 07-15-2002 09:50:06
PO Box 758
Greeley CO 80631
Agreement Type: (x)APS
( )Other
Products Location Address(Premises):
Weld County Jail Reference Agreement No.: j jag
17th&"O"Streets
Greeley CO 80631 Reference Exhibit No(s).:
CCST SDST
Customer Contact: Susan Quick
Siemens Region Office Address:
7807 E. Peakview
Suite 400
Englewood CO 80111 Intended Installation Date: 12-16-2002
Pricing Validity
Siemens Contact: Tom Yetzer Expiration Date: 11-12-2002
Scope of Work: Siemens will upgrade your existing configuration in accordance with the changes
and terms set forth in this MAC Products Order Schedule A beginning on the next
page.
Purchase Price $90,054.15 excluding sales tax.
By signing this Ordering Document(Schedule A),Siemens Enterprise Networks LLC(Siemens)and the Customer
(you)agree that the terms of the referenced Agreement for Products and Services(APS)or other agreement,
whichever is applicable(Agreement), and the referenced Exhibit(s)apply to the Products and Services
listed in this Schedule A. Site-specific terms are set forth herein.The prices in this Schedule A
are valid provided Siemens receives the Schedule A and, if applicable,the referenced Agreement,signed
by you,on or before the Pricing Validity Expiration Date specified above,and these documents are acceptable
to Siemens.
Accepted by:
Weld County Government Siemens Enterprise Networks LLC
By: -[JaV - --- By
Authorized Si Authori d-ignatur
Glenn Vaad, Chair 07/24/2002 W VOLVJ1_e2 it) IO2,
Name(Type or Print) Date Name(Type or Print) ate
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Schedule A
07-15-2002
Page 2
Quotation No. DRSA41101C
07-15-2002 09:50:06
. SITE SPECIFIC TERMS
For: Weld County Government
This Schedule A,which contains proprietary Product, Services and pricing information, has been prepared
for the express purpose of allowing you to evaluate the information contained herein relating to the
Product and Services offerings of Siemens. Except as otherwise required by law, it may not be reproduced,
used by or disclosed to persons not employed or retained by you for the evaluation and implementation
of this Schedule A without Siemens'prior written consent.
The term"CS"as used in this document is deemed to mean"Siemens Hicom 300 H Product"or"Siemens Hicom
300 E Communications Server Product".
The payment terms for this Schedule A are as follows:75%of the Purchase Price, plus all taxes and
governmental fees applicable to the total Purchase Price,are due on the delivery of the MAC Products
to the Premises, and the remaining 25%of the Purchase Price, plus transportation charges, are due within
30 days after the Installation Date.
Should you elect to lease-finance the Products set forth on this Schedule A,Siemens must receive the
following paperwork no later than 30 days prior to the Cutover or Installation Date of the Products:
(1) a Purchase Order or similar document and a valid, properly executed Resale Exemption Certificate
from your leasing company, and(2)a properly executed Siemens Assignment of On-Order Products document.
Siemens will not invoice you the applicable taxes upon receipt of the aforementioned documents provided
it receives them prior to the time frame specified in the previous sentence. If Siemens does not receive
the aforementioned leasing documentation by the time it is required by contract to invoice you the applicable
taxes,the order will be considered a"sales"transaction, and you will be liable for such taxes to
Siemens as Siemens is liable to pay such taxes to the applicable State. Notwithstanding the foregoing,
you are still required to make the applicable progress payments to Siemens,or arrange to have your
leasing company to make such progress payments to Siemens, in accordance with the time frames in the
Schedule A(excludes leases transacted through the Siemens Equipment Finance Division of Siemens Financial
Services, Inc.,formerly Siemens Credit Corporation).
In the event you fail to make any payments when due under the Schedule A or subsequent orders relating
to the Products,Siemens may immediately suspend performance until payment is received. If any amount
due is not paid in accordance with the specified terms,you agree to pay Siemens on demand,as a late
charge, 1.5% per month, limited by the maximum rate permitted by law,on such overdue amount. The late
charge will accrue from such due date until such amount is paid.
Notwithstanding anything to the contrary in the Agreement,you are responsible for Product transportation
charges to your Premises for which Siemens will invoice you at$.30 per pound based on the weight of
the Product(s)shipped to you.
The basic CS Software license charge set forth on this Schedule A is based on the"Wired For Ports"
capacity referenced therein. Any increase in the"Wired For Ports"capacity will require an additional
licensing charge.
All Products under Workpoint Communications on this Schedule A are considered Customer Set-Up unless
otherwise specified by Siemens.
Siemens is a registered trademark of Siemens AG.
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Schedule A
07-15-2002
Page 3
Quotation No. DRSA41101C
07-15-2002 09:50:06
SOFTWARE AND PROGRAM LICENSE SUMMARY
For: Weld County Government
Licensed For:
As1s Desired Chance
Software:
Composer Serial Supervisor 1 1 1 0
Flex-Routing Agents 1 to 15 1 1 0
Flex-Routing Agents 16 to 35 •
F1 1 0
Flex-Routing Agents 36 to 50 1 1 0
Flex-Routing Agents 51 to 75 1 1 0
Flex-Routing Agents 76 to 100 1 1 0
ANI Call Processing Routing SW License 1 1 0
ANI Call Process. Rout.SW Lic. Ea. 100 Ports 13 17 4
Sat Ops Software License 1 1 0
Sat Ops Software License-Each 100 Ports 13 17 4
ISDN PRI Software License 1 1 0
ISDN Software License-Each 100 Ports 13 17 4
9006 Per Port System Software License 1,288 1,656 368
SmartTech-As part of SmartSery Contract 1 1 0
V6.4 Basic System SW License(80/80EX) 1 1 0
PhoneMail Software(9006) 1 1 0
Customer Provided PHML 7652/PHML SP 7653 0 1 1
Hicom Domain Mgmt Sys LC-Win Usr Lic Mdl 80EP 1 1 0
Existing Messaging System Removed Per
Customer's Request
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Schedule A
07-15-2002
Page 4
Quotation No. DRSA41101C
07-15-2002 09:50:06
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES
For Weld County Government
COMMUNICATION PLATFORM
As Is Desired Change
Equipped Wired Equipped Wired Equipped Wired
Standard Lines:
Optiset E phones on 24 Channel Cards 360 456 360 624 168
ROLMphones on 24 Channel Cards 336 456 336 456
Analog Lines on 24 Channel Cards 192 144 192 192 48
PhoneMail/RTS/LCS0 Lines on 8 Ch.Cards 8 8 16 16 8 8
Analog Lines on 24 Channel Cards-SIPAC 24 72 24 168 96
920 1,136 928 1,456 a 320
Trunks:
Digital Trunks on TMDN64 Cards 72 72 72 72
Analog CO Trk.on 16 Channel Cards 16 16 16 16
Digital Trunks on TMDN64 Cards-SIPAC 24 48 24 96 48
Analog CO Trk.on 16 Channel Cards-SIPAC 16 16
112 152 112 200 0 48
Total Interface Channels 1,032 1,288 1,040 1,656 a 368
Products and Services:
PhoneMail/RTS/LCS0, 8 Ch,Connection i
Std. Line Capacity, Wired-for 320
Trunk Capacity,Wired-for 48
High Density,260 Ports FT 110 Wall MDF 1
RCM,Wired-for 1
Software:
9006 Per Port System Software License 368
APPLICATIONS
Software:
Customer Provided PHML 7652/PHML SP 7653 1
INFORMATION TRANSPORT
Products and Services:
8 Pin Modular-DB-15P Adapter 4
T1DN Cable RJ48-RJ48 8-Pin 4
T1DN Cable Model 40/70 25 Feet 4
Software:
ANI Call Process. Rout. SW Lic. Ea. 100 Ports 4
Sat Ops Software License-Each 100 Ports 4
ISDN Software License-Each 100 Ports 4
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Schedule A
07-15-2002
Page 5
Quotation No. DRSA41101C
07-15-2002 09:50:06
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County Government
OWNERSHIP SERVICES
Products and Services:
Software Customizing Fee i
ADDITIONAL PRODUCTS AND SERVICES
Products and Services:
SRS Equipment i
Second T1 option for RCM 1
RRS Hardware i
4 Channel T1 Transceiver, Multi-mode 2
Jumpers,ST-ST 62/125, 5 Meters 2
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Schedule A
07-15-2002
Page 6
Quotation No. DRSA41101C
07-15-2002 09:50:06
MAC PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County Government
PRICE SUMMARY:
Products and Services $62,466.20
Software 13,440.00
Programs o.00
Sub-Total 75,906.20
Installation Material 0.00
Labor 17,535.00
Discount (1,127.05)
Price Adjustments:
Mini SW Customization Credit (1,000.00)
Maint. Customer, S/W Customizing Credit (1,260.00)
Purchase Price,excluding sales tax $90,054.15
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SIEMENS
Call Center Products Supplemental Terms Exhibit
Exhibit No.:CCST
The supplemental terms set forth in this Exhibit apply to the following Call Center Product(s)that the Customer(you)has ordered from Siemens Informa-
tion and Communication Networks, Inc. (Siemens) in an Ordering Document that references this Exhibit: (a) HiPathTM ProCenter®Entry V5 Software
consisting of one or more of the following: HiPath ProCenter Entry, HiPath ProCenter Entry V5 Package, Additional MessageStream Destination,
Graphical Report Writer, HiPath ProCenter Agent Application, HiPath ProCenter Entry Active Agent, HiPath ProCenter Supervisor Application or SNMP
Support; (b) HiPath ProCenter Standard VS Software consisting of one or more of the following: HiPath ProCenter Standard, HiPath ProCenter
Standard V5 Package(Direct),Graphical Report Writer, HiPath ProCenter Agent Application, HiPath ProCenter Supervisor Application, HiPath ProCen-
ter Call by Call Reporting, HiPath ProCenter Call Director, HiPath ProCenter Email, HiPath ProCenter Enterprise Site Manager, HiPath ProCenter Net-
working,HiPath ProCenter Standard Active Agent or SNMP Support;(c)HiPath ProCenter Advanced VS Software consisting of one or more of the
following: HiPath ProCenter Advanced, HiPath ProCenter Advanced V5 Package (Direct), Graphical Report Writer, HiPath ProCenter Agent Applica-
tion,HiPath ProCenter Supervisor Application,HiPath ProCenter Call by Call Reporting,HiPath ProCenter Call Director,HiPath ProCenter Email, HiPath
ProCenter Enterprise Site Manager, HiPath ProCenter Networking, HiPath ProCenter Outbound Agent, HiPath ProCenter Web Collaboration or SNMP
Support; (d) HiPath ProCenter MessageStream Software consisting of one or more of the following: MessageStream Server Software,Additional
MessageStream Destination, HiPath ProCenter Agent Application or MessageStream Mobile Supervisor; (e) HiPath ProCenter Switch Only Agent
Software;(f)HiPath Common Application Platform®Software consisting of one or more of the following:Common Application Platform Connec-
tion, Non-Redundancy, Ethernet, Common Application Platform Computer-Supported Telecommunication Application (CSTA) Total Monitored Devices
or Common Application Platform CSTA Multi-Host; (g) HiPath ProCenter Base Server, HiPath ProCenter Auxilliary Server, HiPath ProCenter En-
terprise Server, or HiPath ProCenter Central Reporting Server Product, consisting of an applicable International Business Machine Corporation
(IBM)eServer, modem, Dialogic card and prerequisite software, for use with the HiPath ProCenter Suite of Entry V5, Standard V5,Advanced V5 Soft-
ware or HiPath ProCenter MessageStream Software, or HiPath ProCenter Standard Suite (Skills-Based) Software or HiPath ProCenter Advanced
(Skills-Based) Software; (h) HiPath ProCenter CallBridge® Software consisting of one or more of the following: CallBridge Connection, Non-
Redundancy, Ethernet, CallBridge Computer-Supported Telecommunication Application(CSTA)Total Monitored Devices, CallBridge CSTA Multi-Host,
CallBridge Telephone Services Application Programming Interface(TSAPI) Total Monitored Devices, CallBridge Telephone Application Program Inter-
face (TAPI) Server Total Monitored Devices, Active-Redundancy, Standby-Redundancy, CallBridge CSTA Active Redundancy; CallBridge CSTA
Standby Redundancy; CallBridge TSAPI Active Redundancy, and/or CallBridge TSAPI Standby Redundancy; (I) HiPath ProCenter Entry Packages
(Flex-Routing)Software consisting of one the following: (1)Automatic Call Distribution(ACD)Package#1 for Serial: 1-15 Agents, 1 Serial Supervi-
sor(Composer), 1 Observer Client and Conditional Routing; (2)ACD Package#1 for Local Area Network(LAN): 1-15 Agents, 1 LAN Supervisor(Com-
poser), 1 Observer Client and Conditional ACD Routing Table(ART)Routing;(3)ACD Package#2 for LAN: 1-50 Agents,4 LAN Supervisor(Composer),
4 Observer Client,Conditional ACD Routing Table(ART) Routing,Graphical Reports,Open DataBase Access(ODBA), Flex-Routing®Call By Call 1-35
Agents and Flex-Routing Call by Call 36-50 Agents; or(4)ACD Special LAN: 1-50 Agents and 1 LAN Supervisor(Composer).Any incremental Agents,
Supervisors and/or Clients will be considered a part of the applicable Entry Package;Q)HIPath ProCenter Entry Suite(Group-Based)Software con-
sisting of one or more of the following: Composer LAN Supervisors, Composer Serial Supervisors, Observer Client Users, Flex-Routing Active
Agents, Serial Printer Connections, Conditional ART Routing, PhoneMail®As Agent, Composer Graphical Reports, ODBA, Flex-Routing Call By Call,
Expanded Music On Hold, Flex-Routing Look-Ahead Routing, Flex-Routing ACD Prompt Response"" Integration (APRI), Flex-Routing CorNet®-N for
APRI, Flex-Routing Message Board, Flex-Routing Message Board Connections, Open Real Time Link, Flex-Routing External SCSI DAT or Observer
Server Software; (k) HIPath ProCenter Standard Suite (Skills-Based) Software consisting of one or more of the following: ProCenter Active
Agents, ProCenter Supervisor, ProCenter Agent, ProCenter Call by Call Reporting, ProCenter MessageStream for Desktops, and/or ProCenter Mes-
sageStream for Message Boards,ProCenter Standard Suite, ProCenter Call Director—4 Port Analog Product, ProCenter Call Director—24 Port Digital
Product, ProCenter MX Email Interface, ProCenter Internet, ProCenter Callback, ProCenter Outbound or ProCenter Networking; (I) HiPath ProCenter
Advanced Suite(Skills-Based)Software consisting of one or more of the following: ProCenter Active Agents, ProCenter Supervisor, ProCenter
Agent, ProCenter Call by Call Reporting, ProCenter MessageStream for Desktops, and/or ProCenter MessageStream for Message Boards, ProCenter
Advanced Suite, ProCenter Call Director—4 Port Analog Product, ProCenter Call Director—24 Port Digital Product, ProCenter MX Email Interface, Pro-
Center Internet, ProCenter Callback, ProCenter Outbound or ProCenter Networking; (m) HiPath ProCenter MX Email Product consisting of HiPath
ProCenter MX Email Software and Compaq server equipment including modem,network interface card and prerequisite software;(n)HiPath ProCenter
Prompt Response Interactive Voice Response(IVR) Product; (o)HiPath ProCenter Vantage+TM Software consisting of one or more of the fol-
lowing:Vantage+CallBridge Computer-Supported Telecommunication Application(CSTA)Package,Vantage+CallBridge Telephone Services Applica-
tion Programming Interface(TSAPI)Package,Vantage+Additional Users,Vantage+Call Diverting,Vantage+Call Qualifying,Vantage+Additional Call-
Bridge CSTA sites,Vantage+Additional CallBridge TSAPI sites,Vantage+ Remote CallBridge CSTA sites and/or Vantage+ Remote CallBridge TSAPI
sites;(p)Siemens Web Control of Station Features(WebCSF)Software;(q)Verint Systems(formerly Comverse Infosys)Products consisting of
one or more of the following: Ultra or Ultra Select;or(r)One or more of the following MAC Products: BusinessView®Analyst enhanced reporting
application Software; BusinessView Composer configuration and historical application Software; BusinessView Observer enhanced real-time reporting
application Software; CallBridge for Workgroups application Product; ComManagerTM telephony application Software; Siemens ACD call routing Soft-
ware; HiPath ProCenter Prompt Response IVR Product; ResumeRouting®call routing Software;ResumeRouting Call Director Product; ResumeRouting
MessageStream Software;Application features within the ResumeRouting Express Software; or Vantage+ automatic call distribution real-time and his-
torical reporting application Software. The term "Services"means professional services including implementation, installation and integration; warranty
support, maintenance support or other services provided to you. Except as modified by the following supplemental terms, the provisions in the Agree-
ment for Products and Services(APS)or other agreement,whichever is applicable(Agreement), referenced in such Ordering Document, remain in full
force and effect.
1. CONDITIONS FOR SERVICES You will provide Siemens full,free and safe access to your Premises and
Subsequent to Siemens' acceptance of the Ordering Document, the Product(s) so that Siemens can perform its obligations under the ref-
Siemens will provide you with documentation that will describe your and erenced Agreement. If either party becomes aware of asbestos, hazard-
Siemens'implementation responsibilities.Your obligations set forth therein ous materials or concealed conditions on your Premises, such party
must be performed on or before the dates mutually agreed to in an imple- agrees to notify the other party promptly, and you will be responsible for
mentation schedule or similar document (implementation schedule), and correcting all such conditions. The existence of any such condition may
be in compliance with all applicable statutes, laws and regulations. You adversely affect your costs and the timeliness of delivery of the Product(s)
are responsible for any rigging charges. and other Services.
Z1071 UR Rev.22(07/02) Page 1 of 6
During the implementation phase of the original Product and, if appli- sions or variances in the performance of the Software will not delay the
cable, subsequent MAC Products, Siemens will provide Product configu- Cutover Date. In the event the Software does not meet its Specifications
ration information to you for your review and written approval.At that time, on the Cutover Date because your server does not comply with the server
you will verify that such configuration meets your security requirements requirements provided to you by Siemens, in Siemens'judgment,the Cu-
with regard to risks of intrusion and unauthorized use after the Product's toyer Date will be deemed to have occurred on the day Siemens first in-
Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU stalls the original Software. In addition, you agree to pay to Siemens its
FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING then-current charge to perform the assessment to determine whether your
CHARGES, OR NETWORK SECURITY, RESULTING FROM THE USE server complies with the Siemens server requirements.
OF THE PRODUCT(S) BY YOU, YOUR EMPLOYEES OR ANY THIRD If you elect Siemens to install the original Software on the applicable
PARTY,WHETHER OR NOT YOU AUTHORIZED SUCH USE. HiPath ProCenter Server Product, the"Cutover Date"means the date on
The following terms apply to the HlPath ProCenter MX Email Soft- which Siemens installs the original Software and Server Product at the
ware:
fications(Specifications).Minor omissions or variances in the performance
Premises in accordance with the Software and Products functional speci-
In addition to the installation charges set forth on the Schedule A, you
of the Software and Product will not delay the Cutover Date. This Section
agree to pay Siemens its actual travel expenses incurred by Siemens from
its location in Canada to your Premises, and all living expenses associ- 3 does not apply to MAC Products.
ated with its on-site installation Services at your Premises. Siemens will c) The following terms apply to the original HiPath Common Appli-
provide you with an Installation Change Order documenting such incurred cation Platform Software or original HiPath ProCenter CallBridge
travel and living expenses,and an associated invoice therefor. Software:
Siemens will make reasonable efforts to meet the intended Cutover
2. INSTALLATION CHANGE ORDER Date specified in the Ordering Document. In addition,such intended Cuto-
Any change(s) to the original Product configuration on a Schedule A ver Date and any revisions thereto will be recorded on the implementation
will be recorded on an Installation Change Order(ICO)signed by you and schedule. Siemens will notify you in writing of the actual Cutover Date of
Siemens.Such change(s)will be based upon your review and acceptance the Software.
of the revised Product configuration information provided to you by The term"Cutover Date"means the date that Siemens ships the origi-
Siemens on or before the date set forth in the implementation schedule. nal HiPath Common Application Platform Software or original HiPath Pro-
The Purchase Price for additions and/or changes on such ICO will be at Center CallBridge Software to you.
Siemens'then-current list prices, less a discount percentage, if any,to be If you elect Siemens to install the original Software on a server pro-
determined by Siemens. Deletions, if any,will be credited at the prices at vided by you, the "Cutover Date" means the date on which Siemens in-
which you originally ordered such items. However, any site-specific or stalls the original Software on such server at the Premises in accordance
miscellaneous materials requested by you may not be deleted.Any further with the Software's functional specifications (Specifications). Minor omis-
changes will be processed as MAC Work Orders priced at Siemens'then- sions or variances in the performance of the Software will not delay the
current MAC list prices. Cutover Date. In the event the Software does not meet its Specifications
In the event an ICO is not required as a result of your review and ac- on the Cutover Date because your server does not comply with the server
ceptance of the Product configuration information provided to you by requirements provided to you by Siemens, in Siemens'judgment, the Cu-
Siemens, any changes thereafter will be processed as MAC Work Orders toyer Date will be deemed to have occurred on the day Siemens first in-
priced at Siemens'then current MAC list prices. stalls the original Software. In addition, you agree to pay to Siemens its
3. CUTOVER DATE then-current charge to perform the assessment to determine whether your
server complies with the Siemens server requirements.
a) The following terms apply to all original Products except the This Section 3 does not apply to MAC Products.
original (1) HlPath ProCenter Suite of Entry V5, Standard V5, Ad- d) The following terms apply to the original HiPath ProCenter Prompt
vanced V5, HiPath ProCenter MessageStream Software, HiPath Response IVR Product:
ProCenter Standard andlor Advanced Suite (Skills-Based) Soft- Siemens will make reasonable efforts to meet the intended Cutover
ware and HiPath ProCenter Server Product(s),(2)HiPath Common Date specified in the Ordering Document. In addition,such intended Cuto-
Application Platform Software or HlPath ProCenter CallBridge ver Date and any revisions thereto will be recorded on the implementation
Software,(3)HiPath ProCenter Prompt Response IVR Product and schedule. Siemens will notify you in writing of the actual Cutover Date of
(4)HiPath ProCenter Vantage+Software or Vantage+Software: the Product.
Siemens will make reasonable efforts to meet the intended Cutover The "Cutover Date" means the date on which Siemens installs the
Date specified in the Ordering Document. In addition,such intended Cuto- original Product at the Premises in accordance with the final application
ver Date and any revisions thereto will be recorded on the implementation design documentation approved by you (Specifications). Minor omissions
schedule. Siemens will notify you in writing of the actual Cutover Date of or variances in the performance of the Product will not delay the Cutover
the Product. Date.
The "Cutover Date" means the date on which Siemens installs the This Section 3 does not apply to MAC Products.
original Product at the Premises in accordance with the Product's func-
tional specifications (Specifications). Minor omissions or variances in the e) The following terms apply to the original HiPath ProCenter Van-
performance of the Product will not delay the Cutover Date. tage+Software or original Vantage+Software:
This Section 3 does not apply to MAC Products. Siemens will make reasonable efforts to meet the intended Cutover
The following terms apply to the original HiPath ProCenter Suite Date specified in the Ordering Document. In addition,such intended Cuto-
b) of Entry V5, Standard V5, Advanced V5, HiPath ProCenter Mes- ver Datei any srevi will
notns ify
you o will ti gr the actualon the implementation
Date
of
sageStream Software or original HiPath ProCenter Standard schedule.w Siemens will notify in writing of the Cutover Date of
the Software.
andlor Advanced Suite (Skills-Based) Software and HiPath Pro- The "Cutover Date" means the date on which Siemens installs the
Center Server Product(s): original HiPath ProCenter Vantage+ Software or original Siemens Van-
Siemens will make reasonable efforts to meet the intended Cutover tage+Software on a Siemens-provided server Product at the Premises in
Date specified in the Ordering Document. In addition,such intended Cuto- accordance with the Software's functional specifications (Specifications).
ver Date and any revisions thereto will be recorded on the implementation Minor omissions or variances in the performance of the Software will not
schedule. Siemens will notify you in writing of the actual Cutover Date of delay the Cutover Date.
the Product. The installation charges and list price for the Siemens-provided server
The term"Cutover Date"means the date that Siemens ships the origi- Product will be included on a separate Ordering Document and not the
nal HiPath ProCenter Suite of Entry V5, Standard V5, Advanced V5,
HiPath ProCenter MessageStream Software or original HiPath ProCenter
Standard and/or Advanced Suite(Skills-Based)Software to you.
If you elect Siemens to install the original Software on a server pro-
vided by you, the "Cutover Date" means the date on which Siemens in-
stalls the original Software on such server at the Premises in accordance
with the Software's functional specifications (Specifications). Minor omis-
Z1071 UR Rev.22(07/02) Page 2 of 6
Ordering Document, which references this Exhibit. Siemens will perform k) HiPath ProCenter Entry Packages(Flex-Routing);
its installation Services in accordance with the terms specified in the Cus- I) HiPath ProCenter Entry Suite(Group-Based);
tomer Interaction Solutions (CIS) Preload and Installation Exhibit refer- m) HiPath ProCenter Standard Suite(Skills-Based);
enced on such separate Ordering Document. You agree to sign both Or- n) HiPath ProCenter Advanced Suite(Skills-Based);
dering Documents in order for Siemens to complete its obligations o) HiPath ProCenter Vantage+;
hereunder. p) HiPath ProCenter Prompt Response IVR;
This Section 3 does not apply to MAC Products. q) ResumeRouting;
4. ACCEPTANCE r) ResumeRouting Call Director;
s) ResumeRouting MessageStream;or
a) The following terms apply to all Products except the (1) HiPath t) Vantage+.
ProCenter Suite of Entry V5, Standard V5, Advanced V5, HiPath If you have previously purchased an aforementioned Product on any Or-
ProCenter MessageStream Software or HlPath ProCenter Stan- dering Document and are purchasing a license for additional features of
dard andlor Advanced Suite (Skills-Based) Software, if Installed that Product, then the additional features will not have, as applicable, a
on a customer-provided server Product, (2) HiPath Common Ap- stand-alone 90-day or one-year warranty period, but will have the remain-
plication Platform Software or HiPath ProCenter CallBridge Soft- der,if any,of the original warranty period for that Product.
ware,and(3)HiPath ProCenter Prompt Response IVR Product: Siemens warrants that during the warranty period, the Product will
The Product will be accepted by you 30 days after the Cutover Date, substantially conform to its Specifications. If the Product does not sub-
unless you notify Siemens in writing within such period and specify in what stantially conform to its Specifications, you must provide written notice to
respect the Product does not conform to its Specifications. Siemens will Siemens during the Product's warranty period. Siemens will, at its option,
promptly correct such nonconformity to your reasonable satisfaction. The repair or replace the Product in accordance with the Warranty Services as
Product will then be deemed accepted by you. described in the SmartServe® Support Services Plan (Plan), as long as
This Section 4 does not apply to MAC Products. the nonconformity is not caused by any of the circumstances described
b) The following terms apply to the HiPath ProCenter Prompt Re- below. Inasmuch as the above MAC Products are maintained under the
sponse IVR Product: same Plan as the HiPath 4000 Product, Hicom® 300 H Product, Hicom
Siemens will test the Product and certify functional capabilities as out- 300 E CS or Siemens CBX Product (Siemens switching Products), and
lined in the Specifications,and will notify you when the Product is ready for provided that the Siemens switching Product is within its own warranty
acceptance testing by you.During the next 10 days,you will: period, Siemens will provide Warranty Services for the Call Center MAC
1) Perform acceptance testing on the Product; Products in accordance with the Warranty Services in the Plan. However,
2) Create one backup copies of the Software in accordance with the if the Siemens switching Product's warranty period has expired and you
terms set forth in Section 6 herein;and have elected Siemens to perform Maintenance Support Services under
3) Sign and return to Siemens, the required documentation with re- the Plan for such Products, in lieu of providing Warranty Services for the
spect to the installation of the Product. Call Center MAC Products, Siemens will provide Maintenance Support
The Product will be deemed accepted by you 10 days after its Cutover Services for such Call Center MAC Products. Each replacement Part is
Date, unless you notify Siemens in writing within such period, setting forth either a new part or a serviceable used part. All replaced parts become
in detail in what respect the Product does not conform to its Specifications. Siemens'property.
Siemens will promptly correct such nonconformity to your reasonable sat- If, in Siemens'sole discretion, it is unable to repair or replace the non-
isfaction.The Product will then be deemed accepted by you. conforming part(s) of the Product so that it operates as warranted,
This Section 4 does not apply to MAC Products. Siemens may, at its option, issue a refund for the actual dollar amount(s)
paid for the part(s) that is nonconforming, upon Siemens'receipt of such
5. WARRANTY part(s).
a) The following terms apply to all Products except (1) the IBM You will be billed at Siemens' then-current hourly time and material
server within the HiPath ProCenter Base,Auxilliary, Enterprise or rates for Services performed by Siemens due to any of the following cir-
Central Reporting Server Product(s), (2) HiPath ProCenter MX cumstances:
Email Product,and(3)the Product and Services within the HiPath a) Your failure to follow Siemens'and/or the manufacturer's installa-
ProCenter Vantage+ or Vantage+ Software CIS Preload and In- tion,maintenance or operational instructions for the Product;
stallation Offering as specified in Section 3.e)above: b) Your failure to maintain your network in accordance with the
The warranty period for the Product commences on its Cutover Date minimum network performance requirements specified by
and continues for a period of 90 days, except (1) the HiPath ProCenter Siemens;
Prompt Response IVR Product,which has a warranty period of one year c) Theft, strikes, riots, vandalism, malicious or criminal acts (includ-
commencing on the acceptance of the Product and (2)Siemens-provided ing but not limited to, worms, Trojan horses or viruses), acts of
peripheral equipment such as a modem and Dialogic card within the vari- war,lightning,water,fire and other perils;
ous HiPath ProCenter Server Products, which has a warranty period of d) Work performed by persons other than Siemens personnel or
one year commencing on its Cutover Date.The warranty period for a MAC without Siemens supervision;
Product commences on its Installation Date and continues for the remain- e) Shock, corrosive atmosphere, electrical damage, accident, air
der, if any, of the aforementioned warranty period, unless a different dura- conditioning or humidity control failure;
lion is set forth herein or another Siemens Ordering Document. The fol- 0 Service calls necessitated by products not serviced by Siemens;
lowing MAC Products will receive a stand-alone 90-day warranty period, g) Normal wear and tear of disposable items such as magnetic
except the HiPath ProCenter Prompt Response IVR Product, which will tapes,wet cell batteries and other such operating media;
receive a stand-alone one-year warranty period: h) Services requested outside of the Plan,or on an expedited basis;
a) BusinessView Analyst; i) Services not covered by the Plan;or
b) BusinessView Composer; j) Any cause other than your ordinary and proper use of the Prod-
c) BusinessView Observer; uct.
d) CallBridge for Workgroups; Siemens does not warrant that the operation of the Product will be
e) ComManager; uninterrupted or error free.
f) HiPath Common Application Platform Software; THE WARRANTY SET FORTH HEREIN IS SIEMENS SOLE WAR-
g) HiPath ProCenter CallBridge; RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX-
h) HiPath ProCenter Suite of Entry V5, Standard V5 or Advanced PRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED
V5; TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT-
i) HiPath ProCenter MessageStream Software; NESS FOR A PARTICULAR PURPOSE.
j) HiPath ProCenter Switch Only Agent Software;
Z1071 UR Rev.22(07/02) Page 3 of 6
b) The following terms apply to the applicable IBM server Product, LIMITED BY THE TERMS UNDER THE AGREEMENT BETWEEN YOU
which is provided under the name of HiPath ProCenter Base AND SIEMENS.
Server, Auxilliary Server, Enterprise Server or Central Reporting Siemens offers no maintenance for the Compaq server subsequent to
Server Product: the expiration of Compaq's three-year warranty period.
The three-year warranty period will commence on the fifth day after the 3) Prerequisite software:
server is shipped to Siemens and not on the Cutover Date of the HiPath Microsoft Windows NT Server software, Microsoft SQL Server soft-
ProCenter Suite of Entry V5, Standard V5,Advanced V5, HiPath ProCen- ware and Symantec pcAnywhere software is subject to the software li-
ter MessageStream Software, or HiPath ProCenter Standard and/or Ad- cense and warranty terms set forth in the applicable vendor's documenta-
vanced Suite(Skills-Based)Software. The IBM server is subject to IBM's lion,which is enclosed with the packaging of the Compaq server Product.
warranty terms set forth in the IBM eServer Installation Guide, which is You will contact Siemens at 1-800-835-7656 to initiate a service call to
included in the packaging of the server. As a condition of receiving this the applicable vendor during the warranty period of the software.Siemens
warranty, you will purchase warranty service upgrade services from will contact the applicable vendor within 24 hours during the coverage
Siemens. A sample of the terms for such warranty service upgrade serv- hours of Monday through Friday, 8:00 a.m. to 5 p.m., excluding Siemens
ices are described in the IBM ServicePac Maintenance Service Agree- holidays. A list of Siemens holidays is available from any Siemens office
ment,which may be reviewed at: upon request. Upon receipt of a call from Siemens,the vendor is respon-
htto://ewvw.ibm.comiservices/serviceoac/us (Click on "Activate NoW' and sible for its performance in accordance with the warranty terms in the ven-
then "Continue". Do not accept online.) By signing the Ordering Docu- dor's documentation. After the initial call to the applicable vendor by
ment,which references this Exhibit,you are authorizing Siemens to accept Siemens, Siemens is responsible for following-up with both you and that
such an Agreement on your behalf. Siemens will provide you with a copy vendor until the problem has been resolved and the ticket has been
of the actual Agreement. closed.
You will contact Siemens at 1-800-835-7656 to initiate a service call to SIEMENS IS NOT LIABLE FOR EACH VENDOR'S PERFORMANCE.
IBM during the three-year warranty period. Upon receipt of a call from YOU UNDERSTAND THAT SIEMENS WILL HAVE NO LIABILITY El-
Siemens, IBM is responsible for its performance in accordance with the THER TO YOU OR TO ANY THIRD PARTY FOR CLAIMS, SUITS, AC-
warranty terms in the IBM eServer Installation Guide and warranty service TIONS, COSTS OF ANY KIND, INCLUDING ATTORNEY FEES AND
upgrade services described in the IBM ServicePac Maintenance Service COSTS OF LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM
Agreement.After the initial call to IBM by Siemens, Siemens is responsi- ANY ACTIONS OR OMISSIONS BY SUCH VENDOR(S), ITS AGENTS,
ble for following-up with both you and IBM until the problem has been re- EMPLOYEES OR SUBCONTRACTORS UNDER THIS SECTION.
solved and the ticket has been closed. SIEMENS WILL ONLY BE RESPONSIBLE FOR ANY DIRECT DAM-
SIEMENS IS NOT LIABLE FOR IBM'S PERFORMANCE. YOU UN- AGES YOU INCUR AS A RESULT OF SUCH SIEMENS ACTIVITIES
DERSTAND THAT SIEMENS WILL HAVE NO LIABILITY EITHER TO UNDER THIS SECTION AS LIMITED BY THE TERMS UNDER THE
YOU OR TO ANY THIRD PARTY FOR CLAIMS, SUITS, ACTIONS, AGREEMENT BETWEEN YOU AND SIEMENS.
COSTS OF ANY KIND,INCLUDING ATTORNEY FEES AND COSTS OF Siemens offers no maintenance for the prerequisite software subse-
LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM ANY AC- quent to the expiration of the applicable vendor's software warranty period.
TIONS OR OMISSIONS BY IBM, ITS AGENTS, EMPLOYEES OR SUB- d) The warranty terms for the Products and Services within the
CONTRACTORS UNDER THIS SECTION. SIEMENS WILL ONLY BE HiPath ProCenter Vantage+ or Vantage+ Software CIS Preload
RESPONSIBLE FOR ANY DIRECT DAMAGES YOU INCUR AS A RE- and Installation Services Offering are set forth on Exhibit No.
SULT OF SUCH SIEMENS ACTIVITIES UNDER THIS SECTION AS PREM-XX,which is referenced on a separate Ordering Document.
LIMITED BY THE TERMS UNDER THE AGREEMENT BETWEEN YOU
AND SIEMENS. 6. SOFTWARE LICENSE
Siemens offers no maintenance for the IBM server subsequent to the The following terms apply to all of the Software except the pre-
expiration of IBM's three-year warranty period. requisite software within the HiPath ProCenter Vantage+or Vantage+
Software CIS Preload and Installation Services Offering as further set
c) The following terms apply to the HiPath ProCenter MX Email forth on Exhibit No. PREM-XX referenced on a separate Ordering
Product: Document:
1) Siemens Software: Siemens owns,or has licensed from the owner,the Software.Siemens
THIS SOFTWARE IS LICENSED TO YOU "AS IS" WITHOUT ANY grants you a non-exclusive license in the United States and Puerto Rico to
WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EX- use those features of the Software authorized by Siemens(a)in the Prod-
PRESS, STATUTORY OR IMPLIED WARRANTIES, INCLUDING THE uct in which it was originally installed; (b) in only one machine at any one
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A time or as otherwise authorized by Siemens in an Ordering Document,(c)
PARTICULAR PURPOSE, only for so long as you are using the Product within your Enterprise, and
2) Server Product: (d)so long as you are not in breach of your obligations.
The Compaq server, including modem and network interface card, is Siemens will provide one copy of the Software, including documenta-
subject to Compaq's warranty terms set forth in Compaq CarePaq War- Lion,with the initial installation of the Product. You may make one backup
ranty Certificate documentation,which is included in the packaging of the copy of the Software,which is subject to the terms of this Agreement and
server. The three-year warranty period will commence on the date you which must include the copyright notice(s)and any legend(s).All copies of
promptly register the server with Compaq and not on the Cutover Date of the Software remain the property of Siemens or the owner.
the HiPath ProCenter MX Email Product. You will not modify,reverse engineer,de-compile,disassemble,or de-
You will contact Siemens at 1-800-835-7656 to initiate a service call to nve source code from the Software. You also agree not to sublicense,
Compaq during the three-year period.Siemens will contact Compaq within rent, lease or assign any Software. No title, ownership or other interest in
24 hours during the coverage hours of Monday through Friday, 8:00 a.m.
to 5 p.m.,excluding Siemens holidays. A list of Siemens holidays is avail- the Software is transferred to you, except as expressly stated in this Sec-
able from any Siemens office upon request. Upon receipt of a call from Lion.
Siemens, Compaq is responsible for its performance in accordance with Unless Siemens specifies otherwise, any modifications to, or new re-
the terms set forth in the Compaq CarePaq documentation.After the initial leases or versions of,the Software will be provided subject to this Agree-
call to Compaq by Siemens, Siemens is responsible for following-up with ment at applicable charges.
both you and Compaq until the problem has been resolved and the ticket Siemens will grant a license to the party to whom you transfer posses-
has been closed. sion of the Software pursuant to the terms of the Siemens Software Li-
SIEMENS IS NOT LIABLE FOR COMPAQ'S PERFORMANCE.YOU cense Agreement, which will be available upon request at the time you
UNDERSTAND THAT SIEMENS WILL HAVE NO LIABILITY EITHER TO transfer the Software. Transfer of the Software or destruction of all your
YOU OR TO ANY THIRD PARTY FOR CLAIMS, SUITS, ACTIONS, copies of the Software terminates your license from Siemens.
COSTS OF ANY KIND, INCLUDING ATTORNEY FEES AND COSTS OF This Section does not apply to third-party Software supplied by
LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM ANY AC- Siemens that is distributed with a vendor's license agreement in its Soft-
TIONS OR OMISSIONS BY COMPAQ, ITS AGENTS, EMPLOYEES OR ware, packaging or documentation, notwithstanding the fact that such
SUBCONTRACTORS UNDER THIS SECTION. SIEMENS WILL ONLY Software is included in a Product:
BE RESPONSIBLE FOR ANY DIRECT DAMAGES YOU INCUR AS A a) The HiPath ProCenter Base Server, HiPath ProCenter Auxilliary
RESULT OF SUCH SIEMENS ACTIVITIES UNDER THIS SECTION AS Server, HiPath ProCenter Enterprise Server or HiPath ProCenter
Z1071 UR Rev.22(07/02) Page 4 of 6
Central Reporting Server Product contains the following third-party If a third party claims that a Product provided hereunder that is menu-
Software: Microsoft Windows NT Server Software or Microsoft Win- factured by Siemens or bears the Siemens logo infringes a United States
dows 2000 Server Software is subject to the Microsoft End User Li- patent or copyright, Siemens will defend you against that claim at
cense Agreement,which is attached hereto and incorporated herein Siemens' expense. Siemens will pay all costs, damages and attomeys'
by reference as Attachment A. By signing the Ordering Document, fees that a court finally awards,provided that you:
which references this Exhibit, you are accepting the terms of the a) Give Siemens prompt written notice of any such claim;
Microsoft End User License Agreement. Siemens or its licensor b) Allow Siemens to control the defense and any related settlement
retains all rights, title and interest to the Symantec pcAnywhere negotiations;and
Software and no Software license is granted to you hereunder. c) Fully cooperate with Siemens.
b) The HiPath ProCenter Prompt Response IVR Software contains the If such a claim is made or appears likely to be made, you agree to
following third-party Software: Microsoft W ndows NT Server 4.0 permit Siemens to enable you to continue to use the Product or to modify
Software or Microsoft Windows 2000 Server Software, which is or replace it. If none of these altematives is available on terms that are
subject to the Microsoft End User License Agreement enclosed in reasonable in Siemens' judgment, you agree to retum the Product to
the HiPath ProCenter Prompt Response Product's packaging. Siemens upon Siemens' written request. Siemens will then give you a
c) The HiPath ProCenter Vantage+ Software or Vantage+ Software credit equal to your net book value for the Product provided you have fol-
contains the following third-party Software: Adobe Acrobat Reader lowed generally accepted accounting principles.
Software, which is subject to the electronic End User Software Li- Siemens will have no obligation regarding any claim of infringement
cense Agreement within the Adobe Acrobat Reader Software. based upon a Product that is:
d) The Verint Systems Ultra and Ultra Select Software contains the a) Not manufactured by Siemens or does not bear the Siemens logo;
following third-party Microsoft, OTG and Symantec Software: Mi- b) Modified by someone other than Siemens;
crosoft Windows NT Server Software, Microsoft Windows NT c) Combined, operated or used with any product, data, apparatus,
Workstation Software or Microsoft Windows 2000 Software is sub- software or program not provided by Siemens;or
ject to the Microsoft End User License Agreement or License d) Outside the United States or Puerto Rico.
Sticker documentation enclosed in the applicable Verint Systems Notwithstanding anything to the contrary in this Section, Siemens of-
Product's packaging; OTG Disk Extender 2000 Software is subject fers no patent and copyright indemnification for: Microsoft Windows NT
to the license documentation enclosed in the applicable Verint Server 4.0 Software or Microsoft Windows 2000 Server Software within
Systems Product's packaging; and Symantec Norton Anti-Viols the HiPath ProCenter Prompt Response IVR Product;and Adobe Acrobat
Software and Symantec pcAnywhere Software is subject to the ap- Reader Software within the HiPath ProCenter Vantage+ Software or
plicable license documentation enclosed in the applicable Verint Siemens Vantage+Software.
Systems Product's packaging.
e) The Compaq server within the HiPath ProCenter MX Email Product 8. MAINTENANCE SERVICES FOR HIPATH PROCENTER MX
contains Microsoft Windows NT Server software, Microsoft SQL EMAIL SOFTWARE
Server software and Symantec pcAnywhere software, which is Commencing on the Cutover Date of the original HiPath ProCenter MX
subject to the applicable vendor's software license agreement en- Email Software, Siemens will provide its Support Services for a one-year
closed in the packaging of the Compaq server Product. period pursuant to the terms set forth in the Supplement and SmartServe
7. PATENTS AND COPYRIGHTS Support Services Plan for the HiPath ProCenter MX Email Software,which
documents are attached hereto and incorporated herein by reference
The following terms apply to all Products except the Verint Sys- (form no.Z1128).The charge for such Support Services is included in the
tems Ultra or Ultra Select Software, HiPath ProCenter Base, Auxilll- Purchase Price on the Ordering Document. By signing the Ordering
ary, Enterprise or Central Reporting Server Product(s), HiPath Pro- Document, which contains the HiPath ProCenter MX Email Software and
Center MX Email Product, and the Products within the HiPath Pro- references this Exhibit No.CCST,you are accepting the terms of the Sup-
Center Vantage+ or Vantage+ Software CIS Preload and Installation plement and Plan. Siemens offers no maintenance for the Siemens-
Services Offering: provided Compaq server, including modem, network interface card and
This Section sets forth Siemens' entire obligation to you regarding prerequisite software, on which the HiPath ProCenter MX Email Software
claims of patent or copyright infringement. resides, subsequent to the expiration of the applicable vendor's warranty
period.
Siemens,BusinessView,CallBridge,CorNet, Flex-Routing,Hicom,HiPath Common Application Platform,
PhoneMail,ProCenter and ResumeRouting are registered trademarks of Siemens AG.
HiPath is a trademark of Siemens AG.
SmartServe is a registered trademark of Siemens Information and Communication Networks,Inc.
ComManager,Prompt Response and Vantage+are trademarks of Siemens Information and Communication Networks,Inc.
All other trademarks used herein are the property of their respective owners.
Z1071 UR Rev.22(07/02) Page 5 of 6
ATTACHMENT A - Microsoft End User License Agreement
You have acquired a device ("DEVICE") that includes software li- online control equipment in hazardous environments requiring fail-
censed by Siemens from Microsoft Licensing Inc. or its affiliates ("MS"). safe performance, such as in the operation of nuclear facilities, air-
Those installed software products of MS origin,as well as associated me- craft navigation or communication systems, air traffic control, direct
dia, printed materials, and "online" or electronic documentation ("SOFT- life support machines, or weapons systems, in which the failure of
WARE")are protected by international intellectual property laws and trea- Java technology could lead directly to death, personal injury,or se-
ties. The SOFTWARE is licensed,not sold. All rights reserved. vere physical or environmental damage. Sun Microsystems, Inc.
has contractually obligated MS to make this disclaimer.
IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREE- e) No Liability for Certain Damages. EXCEPT AS PROHIBITED
MENT ("EULA"), DO NOT USE THE DEVICE OR COPY THE SOFT- BY LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
WARE. INSTEAD, PROMPTLY CONTACT Siemens FOR INSTRUC- SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ARISING FROM OR IN CONNECTION WITH THE USE OR PER-
ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO FORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL
USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PUR-
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). POSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the fol- AMOUNT IN EXCESS OF U.S.TWO HUNDRED FIFTY DOLLARS
lowing license: (U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. 0 Limitations on Reverse Engineering, Decompilation,and Dis-
assembly. You may not reverse engineer, decompile, or disas-
b) NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT semble the SOFTWARE, except and only to the extent that such
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED activity is expressly permitted by applicable law notwithstanding this
HOW TO USE THE SOFTWARE IN THE DEVICE, AND MS HAS limitation.
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRIC-
SUCH USE. TIONS. You may permanently transfer rights under this EULA only
as part of a permanent sale or transfer of the Device,and only if the
c) NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE Is recipient agrees to this EULA. If the SOFTWARE is an upgrade,
provided"AS IS"and with all faults. THE ENTIRE RISK AS TO any transfer must also include prior versions of the SOFTWARE.
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY,AND h) EXPORT RESTRICTIONS. You acknowledge that SOFTWARE
EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. nowg
ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE is of US-origin. You agree to comply with all applicable intema-
WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST tional and national laws that apply to the SOFTWARE,including the
INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES U.S. Export Administration Regulations, as well as end-user, end-
REGARDING THE DEVICE OR THE SOFTWARE, THOSE WAR- use and country destination restrictions issued by U.S. and other
RANTIES DO NOT ORIGINATE FROM,AND ARE NOT BINDING governments. For additional information on exporting the SOFT-
WARE,see htto://www.microsoft.com/exporting/.
ON,MS.
d) Note on Java support. The SOFTWARE may contain support
for programs written in Java. Java technology is not fault tolerant
and is not designed, manufactured,or intended for use or resale as
Z1071 UR Rev.22(07/02) Page 6 of 6
SIEMENS
HiPath 4000 IP Convergence Platform Products and other Products
Supplemental Terms Exhibit
Exhibit No.:SDST
The supplemental terms set forth in this Exhibit apply to(a)HiPathw 4000 Internet Protocol(IP)Convergence Platform Product,including but not limited
to, HiPath 4000 operating Software, HlPath User Access Software, HiPath Trunk/Networking Software, HiPath Call Detail Recording, Enhanced Soft-
ware, ATM Connectivity Software,Application Connection via BRI/PRI Software, HiPath Access Point Voice Compression IP Software, HiPath AP Re-
mote Survivability and/or Application Connection via Subscriber Line Modules Software, HiPath optiClient 130 Software;HiPath 4000 Display Telephone
Book(DTB)Software, HiPath 4000 Manager Product, HiPath 4000 workpoint Product such as optiPoint'" telephone Product and optiClientw 130 tele-
phone Product, HiPath 4000 attendant console(AC) Product consisting of one or more of the following:AC-4 equipment, AC-4 additional (listening-in)
handset equipment, BBLIS for AC-4(Sight Impaired Terminal) equipment, Enhanced AC-Win Connection Package equipment with Enhanced AC-Win
V4.0 Software or Enhanced AC-Wn MQ V2.0 Software, Plus Package AC-Voice V3.0 Product for AC-Win Product, Directory Service for Windows(DS-
Win)Software or E-Mail Client for DS-Win Software, HiPath HG 3800 Product, HiPath AP 3300 Fiber access point Product; HiPath HG 3530, HG 3550
or HG 3570 IP gateway Product,and HiPath AP 3300 or AP 3500 IP access point Product;(b)HiPath RG 2500 IP trunking Product; (c)Hicom®300 H
Product including, but not limited to, optiSet®E Fundamentals Computer Based Training (CBT) Software and desktop Product; (d) Hicom 300 E Com-
munications Server (CS) MAC Product including, but not limited to, optiSet E Fundamentals CBT Software and desktop Product; (e) Siemens 9751
Computerized Branch Exchange(CBX) MAC Product including, but not limited to, desktop Product; (f) HiPath Teleworking Server Product including, if
applicable,the HiPath DeskSharing Software feature;(g)HiPath Teleworking Software including,if applicable,the HiPath DeskSharing Software feature,
for Customer-provided server equipment (HiPath Teleworking Software); (h) HiPath Teleworking Client application Package for optiSet Product; (i)
HiPath Teleworking Client application Package for Analog Phones Software; Q) Hicom Domain Management System (HDMS) MAC Product; (k) Hicom
Trading System Product;(I) Hicom Xpress"" Telephony Internet Server(TIS) Product including TIS Software(CorNet®TIS Product); (m)Telident Sta-
tion Translation System(STS) Product and (n) IntegraTRAK Product, that the Customer(you)has ordered from Siemens Information and Communica-
tion Networks, Inc. (Siemens) in an Ordering Document that references this Exhibit. The term"Services"means professional services including imple-
mentation, installation and integration; warranty support, maintenance support or other services provided to you. Except as modified by the following
supplemental terms,the provisions in the Agreement for Products and Services(APS)or other agreement,whichever is applicable (Agreement), refer-
enced in such Ordering Document,remain in full force and effect.
1. CONDITIONS FOR SERVICES 2. INSTALLATION CHANGE ORDER
Subsequent to Siemens' acceptance of the Ordering Document, Any change(s) to the original Product configuration on a Schedule A
Siemens will provide you with documentation that will describe your and will be recorded on an Installation Change Order(ICO)signed by you and
Siemens' implementation responsibilities. If an Ordering Document speci- Siemens.Such change(s)will be based upon your review and acceptance
fies a HiPath 4000 Product, which includes a HiPath HG 3800 Product, of the revised Product configuration information provided to you by
HiPath AP 3300 Fiber access point, HiPath HG 3530, HG 3550 or HG Siemens on or before the date set forth in the implementation schedule.
3570 IP gateway Product, HiPath AP 3300 or AP 3500 IP access point The Purchase Price for additions and/or changes on such ICO will be at
Product, HiPath RG 2500 IP trunking Product, HiPath optiClient 130 Soft- Siemens'then-current list prices, less a discount percentage, if any,to be
ware, HiPath 4000 AC-Win Software, HiPath 4000 UP0e Product and/or determined by Siemens. Deletions, if any,will be credited at the prices at
HiPath 4000 workpoint Products, or a Hicom 300 H Product or a Hicom which you originally ordered such items. However, any site-specific or
300 E CS MAC Product or Siemens 9751 CBX MAC Product, which in- miscellaneous materials requested by you may not be deleted.Any further
cludes HiPath optiClient 130 Software, HiPath optiClient telephone Prod- changes will be processed as MAC Work Orders priced at Siemens'then.
uct and HiPath RG 2500 IP trunking Product, you agree to provide current MAC list prices.
Siemens with a completed network analysis as further specified in the im- In the event an ICO is not required as a result of your review and ac-
plementation responsibilities documentation. Your obligations set forth ceptance of the Product configuration information provided to you by
therein must be performed on or before the dates mutually agreed to in an Siemens, any changes thereafter will be processed as MAC Work Orders
implementation schedule or similar document(implementation schedule), priced at Siemens'then current MAC list prices.
and be in compliance with all applicable statutes, laws and regulations.
You are responsible for any rigging charges. 3. CUTOVER DATE
You will provide Siemens full, free and safe access to your Premises a) The following terms apply to all original Products except the
and the Product(s) so that Siemens can perform its obligations under the original HiPath optiClient 130 Software and HiPath RG 2500 IP
referenced Agreement. If either party becomes aware of asbestos, haz- trunking Product:
ardous materials or concealed conditions on your Premises, such party Siemens will make reasonable efforts to meet the intended Cutover
agrees to notify the other party promptly, and you will be responsible for Date specified in the Ordering Document. In addition,such intended Cuto-
correcting all such conditions. The existence of any such condition may ver Date and any revisions thereto will be recorded on the implementation
adversely affect your costs and the timeliness of delivery of the Product(s) schedule. Siemens will notify you in writing of the actual Cutover Date of
and other Services. the Product.
During the implementation phase of the original Product and, if appli- The "Cutover Date" means the date on which Siemens installs the
cable, subsequent MAC Products, Siemens will provide Product configu- Product at the Premises in accordance with the Product's functional speci-
ration information to you for your review and written approval.At that time, fications(Specifications).Minor omissions or variances in the performance
you will verify that such configuration meets your security requirements of the Product will not delay the Cutover Date.
with regard to risks of intrusion and unauthorized use after the Product's This Section 3 does not apply to MAC Products.
Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU b) The following terms apply to the original HiPath optiClient 130
FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING Software:
CHARGES, OR NETWORK SECURITY, RESULTING FROM THE USE Siemens will make reasonable efforts to meet the intended Cutover
OF THE PRODUCT(S) BY YOU, YOUR EMPLOYEES OR ANY THIRD Date specified in the Ordering Document. In addition, such intended Cuto-
PARTY,WHETHER OR NOT YOU AUTHORIZE SUCH USE. ver Date and any revisions thereto will be recorded on the implementation
schedule. Siemens will notify you in writing of the actual Cutover Date of
the Software.
Siemens,CorNet,Hicom,and optiSet are registered trademarks of Siemens AG.
HiPath,optiClient and optiPoint are trademarks of Siemens AG
SmartServe is a registered trademark of Siemens Information and Communication Networks, Inc.
Hicom Xpress is a trademark of Siemens Information and Communication Networks, Inc.
All other trademarks used herein are the property of their respective owners.
Z1075UR Rev. 17(07/02) Page 1 of 6
The"Cutover Date"means the date that Siemens ships the Software to g) The following additional terms apply to the original HiPath Tele-
you. On or before the Cutover Date of the HiPath HG 3530 Product, you working Client (optiSet) Product and HiPath Teleworking Client
agree to install the Software on at least one personal computer as further (Analog)Software:
described in the Product Implementation Guide. Siemens will install the HiPath Teleworking Client (optiSet) Product
If you elect to have Siemens install the Software on the requisite num- (Product) and HiPath Teleworking Client (Analog) Software (Software) in
ber of personal computers (PC) provided by you, the "Cutover Date" accordance with their respective Specifications on a personal computer
means the date on which Siemens installs the Software on such PC at the provided by you;however,you will be responsible for installing the Product
Premises in accordance with the Software's functional specifications and Software on each of your teleworkers personal computers. In the
(Specifications). Minor omissions or variances in the performance of the event the Product and Software do not conform to their respective Specifi-
Software will not delay the Cutover Date. In the event the Software does cations on the Cutover Date because your PC does not comply with the
not meet its Specifications on the Cutover Date because your PC does not PC requirements provided to you by Siemens, in Siemens'judgment, the
comply with the PC requirements provided to you by Siemens,in Siemens' Cutover Date will be deemed to have occurred on the day Siemens first
judgment, the Cutover Date will be deemed to have occurred on the day installs the Product and Software. In addition, you agree to pay to
Siemens first installs the Software. In addition, you agree to pay to Siemens its then-current charge to perform the assessment to determine
Siemens its then-current charge to perform the assessment to determine whether your PC complies with the Siemens PC requirements.
whether your PC complies with the Siemens PC requirements. h) The following additional terms apply to the original HiPath 4000
This Section 3 does not apply to MAC Products. Product,which includes an original HiPath HG 3800 Product, HiPath
c) The following terms apply to the original HiPath RG 2500 IP AP 3300 Fiber access point, HiPath HG 3530, HG 3550 or HG 3570 IP
trunking Product: gateway Product, HiPath AP 3300 or AP 3500 IP access point Prod-
Siemens will make reasonable efforts to meet the intended Cutover uct, HiPath RG 2500 IP trunking Product, HiPath optiClient 130 Soft-
Date specified in the Ordering Document. In addition,such intended Cuto- ware, HiPath 4000 AC-Win Software, HiPath 4000 UP0e Product and
ver Date and any revisions thereto will be recorded on the implementation HiPath 4000 workpoint Product,and the Hicom 300 H Product,which
schedule. Siemens will notify you in writing of the actual Cutover Date of includes HiPath optiClient 130 Software, HiPath optiClient 130 tele-
the Product. phone Product and HiPath RG 25001P trunking Product: In the event
The"Cutover Date"means the date that Siemens ships the HiPath RG the Product does not conform to its Specifications on the Cutover Date
2500 IP trunking Product to you. because your network does not comply with the network performance re-
If you elect to have Siemens install the Product, the "Cutover Date" quirements provided to you by Siemens, in Siemens'judgment,the Cuto-
means the date on which Siemens installs the Product on a server pro- ver Date will be deemed to have occurred on the day Siemens first installs
vided by you at the Premises in accordance with the Product's functional the Product at the Premises. In addition, you agree to pay to Siemens its
specifications (Specifications). Minor omissions or variances in the per- then-current charge to perform a network assessment to determine
formance of the Product will not delay the Cutover Date. whether your network complies with the Siemens network performance
In the event the Product does not meet its Specifications on the Cuto- requirements.
ver Date because your server does not comply with the server require-
ments provided to you by Siemens, in Siemens'judgment, the Cutover 4. ACCEPTANCE
Date will be deemed to have occurred on the day Siemens first installs the a) The following terms apply to all Products except the HiPath RG
Product. In addition,you agree to pay to Siemens its then-current charge 25001P trunking Product if installed by you:
to perform the assessment to determine whether your server complies The Product will be accepted by you 30 days after the Cutover Date,
with the Siemens server requirements. unless you notify Siemens in writing within such period and specify in what
This Section 3 does not apply to MAC Products. respect the Product does not conform to its Specifications. Siemens will
d) The following additional terms apply to the original HiPath 4000 promptly correct such nonconformity to your reasonable satisfaction. The
Display Telephone Book(DTB)Software: Product will then be deemed accepted by you.
Siemens will install the HiPath 4000 DTB Software in accordance with This Section 4 does not apply to MAC Products.
its Specifications on the server provided by you. In the event the Software b) The following additional terms apply to the HiPath optiClient 130
does not conform to its Specifications on the Cutover Date, because your Software, HiPath 4000 DTB Software, HiPath 4000 AC-Win Soft-
server does not comply with the server requirements provided to you by ware, HiPath RG 2500 IP trunking Product, HiPath Teleworking
Siemens, in Siemens'judgment,the Cutover Date will be deemed to have Software, HiPath Teleworking Client(optiSet) Product and HiPath
occurred on the day Siemens first installs the Software. In addition, you Teleworking Client(Analog)Software:
agree to pay to Siemens its then-current charge to perform the assess- In the event the Software and Product do not conform to their respec-
ment to determine whether your server complies with the Siemens server five Specifications during the acceptance period because either your PC
requirements. or server does not comply with the PC or server requirements provided to
e) The following additional terms apply to the original HiPath 4000 you by Siemens, in Siemens'judgment,the Software and Product will be
AC-Win Software: deemed accepted by you 30 days after the Cutover Date. In addition,you
Siemens will install the I HiPath 4000 AC-Wn Software in accordance agree to pay to Siemens its then-current charge to perform the assess-
with its Specifications on the requisite number of personal computers(PC) ment to determine whether your PC or server complies with the Siemens
provided by you. In the event the Software does not conform to its Specifi- PC or server requirements.
cations on the Cutover Date, because your PC does not comply with the c) The following additional terms apply to HiPath 4000 Product,
PC requirements provided to you by Siemens, in Siemens'judgment, the which includes a HiPath HG 3800 Product, HiPath AP 3300 Fiber
Cutover Date will be deemed to have occurred on the day Siemens first access point, HiPath HG 3530, HG 3550 or HG 3570 IP gateway
installs the Software. In addition, you agree to pay to Siemens its then- Product, HiPath AP 3300 or AP 3500 IP access point Product,
current charge to perform the assessment to determine whether your PC HiPath RG 2500 IP trunking Product, HiPath optiClient 130 Soft-
complies with the Siemens PC requirements. ware, HiPath 4000 AC Win Software, HiPath 4000 UP0e Product,
f) The following additional terms apply to the original HiPath Tele- and HiPath 4000 workpolnt Product, and the Hicom 300 H Prod-
working Software: uct, which includes HiPath optiClient 130 Software, HiPath opti-
Siemens will install the HiPath Teleworking Software in accordance Client 130 telephone Product andHiPath RG 2500 IP trunking
with its Specifications on a server provided by you. In the event the Soft- Product:
ware does not conform to its Specifications on the Cutover Date because In the event the Product does not conform to its Specifications during
your server does not comply with the server requirements provided to you the acceptance period because your network does not comply with the
by Siemens, in Siemens' judgment, the Cutover Date will be deemed to network performance requirements provided to you by Siemens, in
have occurred on the day Siemens first installs the Software. In addition, Siemens'judgment,the Product will be deemed accepted by you 30 days
you agree to pay to Siemens its then-current charge to perform the as- after the Cutover Date. In addition,you agree to pay to Siemens its then-
sessment to determine whether your server complies with the Siemens current charge to perform a network assessment to determine whether
server requirements. your network complies with the Siemens network performance require-
ments.
Z1075UR Rev.17(07/02) Page 2 of 6
5. WARRANTY the packaging of the server.As a condition of receiving this warranty,you
a) The following terms apply to all Products except the IBM server, will purchase warranty service upgrade services from Siemens.A sample
which Is included in the HiPath Teleworking Server Product, and of the terms for such warranty service upgrade services are described in
HiPath Teleworking Software: the IBM ServicePac Maintenance Service Agreement, which may be re-
The warranty period for the Product commences on its Cutover Date viewed at:
and continues for one year. The warranty period for a MAC Product corn- http://www.ibm.com/services/servicepac/us (Click on "Activitate Now" and
mences on its Installation Date and continues for the remainder,if any, of then "Continue". Do not accept online.) By signing the Ordering Docu-
the aforementioned warranty period,unless a different duration is set forth ment,which references this Exhibit,you are authorizing Siemens to accept
herein or another Siemens Ordering Document.The following MAC Prod- such an Agreement on your behalf. Siemens will provide you with a copy
ucts receive a stand-alone one-year warranty period: of the actual Agreement.
a) Additional equipped ports and attached new station Products in- You will contact Siemens at 1-800-835-7656 to initiate a service call to
stalled with an added cabinet in a HiPath 4000 Product, Hicom 300 IBM during the three-year warranty period. Upon receipt of a call from
H,Hicom 300 E CS or Siemens 9751 CBX Product; Siemens, IBM is responsible for its performance in accordance with the
b) Any cabinets installed to replace one or more existing cabinets warranty terms in the IBM eServer Installation Guide and warranty service
within a HiPath 4000 Product, Hicom 300 H, Hicom 300 E CS or upgrade services described in the IBM ServicePac Maintenance Service
Siemens 9751 CBX Product; Agreement. After the initial call to IBM by Siemens, Siemens is responsi-
c) optiSet E Fundamentals Computer Based Training(CBT)Software; ble for following-up with both you and IBM until the problem has been re-
d) Hicom Domain Management System Product; solved and the ticket has been closed.
e) Telident 911 STS Product;or SIEMENS IS NOT LIABLE FOR IBM'S PERFORMANCE. YOU UN-
0 IntegraTRAK Product. DERSTAND THAT SIEMENS WILL HAVE NO LIABILITY EITHER TO
Siemens warrants that during the warranty period, the Product will YOU OR TO ANY THIRD PARTY FOR CLAIMS, SUITS, ACTIONS,
substantially conform to its Specifications. If the Product does not sub- COSTS OF ANY KIND,INCLUDING ATTORNEY FEES AND COSTS OF
stantially conform to its Specifications, you must provide written notice to LITIGATION, ARISING DIRECTLY OR INDIRECTLY FROM ANY AC-
Siemens during the Product's warranty period. Siemens will, at its option, TIONS OR OMISSIONS BY IBM, ITS AGENTS, EMPLOYEES OR SUB-
repair or replace the Product in accordance with the Warranty Services as CONTRACTORS UNDER THIS SECTION. SIEMENS WILL ONLY BE
described in the SmartServe® Support Services Plan (Plan), as long as RESPONSIBLE FOR ANY DIRECT DAMAGES YOU INCUR AS A RE-
the nonconformity is not caused by any of the circumstances described SULT OF SUCH SIEMENS ACTIVITIES UNDER THIS SECTION AS
below. Provided that the original Product is within its warranty period, LIMITED BY THE TERMS UNDER THE AGREEMENT BETWEEN YOU
Siemens will provide Warranty Services for MAC Products in accordance AND SIEMENS.
with the Warranty Services in the Plan. If the original Product's warranty Siemens offers no maintenance for the IBM server subsequent to the
period has expired and you have elected to have Siemens perform Main- expiration of IBM's three-year warranty period.
tenance Support Services under the Plan, Siemens will provide Warranty c) The following terms apply to the HiPath Teleworking Software:
Services for the MAC Products in accordance with the Maintenance Sup- The warranty period for the Software commences on its Cutover Date
port Services selected by you under the Plan for the original Product.Each and continues for 90 days. The warranty period for MAC Software com-
replacement Part is either a new part or a serviceable used part. All re- mences on its Installation Date and continues for the remainder, if any, of
placed parts become Siemens'property. the aforementioned warranty period,unless a different duration is set forth
If,in Siemens'sole discretion, it is unable to repair or replace the non- herein or another Siemens Ordering Document.
conforming part(s) of the Product so that it operates as warranted, Siemens warrants that during the warranty period, the Software will
Siemens may, at its option, issue a refund for the actual dollar amount(s) substantially conform to its Specifications and the media will be free from
paid for the nonconforming part(s) that is nonconforming, upon Siemens' defects in material and workmanship. If the Software does not substan-
receipt of such part(s). belly conform to its Specifications, and the media is not free from defects
You will be billed at Siemens' then-current hourly time and material in material and workmanship,you must provide written notice to Siemens
rates for Services performed by Siemens due to any of the following cir- during the Software and media's warranty period. Siemens will, at its op-
cumstances: lion,repair or replace the Software and media in accordance with the War-
a) Your failure to follow Siemens' and/or the manufacturer's installa- ranty Services as described in the SmartServe Support Services Plan
lion,maintenance or operational instructions for the Product; (Plan), as long as the Software nonconformity or defective media is not
b) Your failure to maintain your network in accordance with the mini- caused by any of the circumstances described below. Provided that the
mum network performance requirements specified by Siemens; original Software and media is within its warranty period,Siemens will pro-
c) Theft, strikes, riots,vandalism, malicious or criminal acts(including vide Warranty Services for MAC Software in accordance with the Warranty
but not limited to, worms, Trojan horses or viruses), acts of war, Services in the Plan. If the original Software and media's warranty period
lightning,water,fire and other perils; has expired and you have elected to have Siemens perform Support
d) Work performed by persons other than Siemens personnel or with- Services under the Plan, Siemens will provide Warranty Services for the
out Siemens supervision; MAC Software in accordance with the Support Services selected by you
e) Shock,corrosive atmosphere,electrical damage, accident, air con- under the Plan for the original Software and media.Each replacement Part
ditioning or humidity control failure; is either a new part or a serviceable used part.All replaced parts become
f) Service calls necessitated by products not serviced by Siemens; Siemens'property.
g) Normal wear and tear of disposable items such as magnetic tapes, If, in Siemens'sole discretion, it is unable to repair or replace the non-
wet cell batteries and other such operating media; conforming Software or defective media so that they operate as war-
h) Services requested outside of the Plan,or on an expedited basis; ranted, Siemens may, at its option, issue a refund for the actual dollar
i) Services not covered under the Plan;or amount(s)paid for the Software that is nonconforming,or the media that is
j) Any cause other than your ordinary and proper use of the Product. defective,upon Siemens'receipt of such Software or media.
Siemens does not warrant that the operation of the Product will be un- You will be billed at Siemens'then-current time and materials rates for
interrupted or error free. Services performed by Siemens due to any of the following circumstances:
THE WARRANTY SET FORTH HEREIN IS SIEMENS'SOLE WAR- a) Your failure to follow Siemens' and/or the manufacturer's installa-
RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX- tion, maintenance or operational instructions for the Software and
PRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED media;
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT- b) Your failure to maintain your network in accordance with the mini-
NESS FOR A PARTICULAR PURPOSE. mum network performance requirements specified by Siemens;
b) The following terms apply to the IBM server,which is included in c) Theft,strikes, riots,vandalism, malicious or criminal acts(including
the HiPath Teleworking Server Product: but not limited to, worms, Trojan horses or viruses), acts of war,
The three-year warranty period will commence on the fifth day after the lightning,water,fire and other perils;
server is shipped to Siemens and not on the Cutover Date of the HiPath d) Work performed by persons other than Siemens personnel or with-
Teleworking Server Product. The IBM server is subject to IBM's warranty out Siemens supervision;
terms set forth in the IBM eServer Installation Guide, which is included in
Z1075UR Rev. 17(07/02) Page 3 of 6
e) Shock,corrosive atmosphere,electrical damage, accident, air con- ware is an integral part of HiPath Teleworking Server Software and
ditioning or humidity control failure; HiPath Teleworking Software and is for Siemens'use only.
f) Service calls necessitated by products not serviced by Siemens; b) The HiPath Teleworking Client Software contains the following third-
g) Normal wear and tear of disposable items such as magnetic tapes, party Software: Microsoft TAPI 2.1 Software, which is subject to the
wet cell batteries and other such operating media; electronic End User License Agreement in the TAPI 2.1 Software; and
h) Services requested outside of the Plan,or on an expedited basis; Adobe Acrobat Reader Software,which is subject to the electronic End
i) Services not covered under the Plan;or User License Agreement in the Adobe Acrobat Reader Software,which
j) Any cause other than your ordinary and proper use of the Software you authorized Siemens to accept on your behalf.
and media. c) The Hicom Trading System Software contains the following third-party
Siemens does not warrant that the operation of the Software and me- Software: Microsoft Windows 3.11 or later version Software, Microsoft
dia will be uninterrupted or error free. DOS 6.22 or later version Software, and Microsoft Products Carbon
THE WARRANTY SET FORTH HEREIN IS SIEMENS'SOLE WAR- Copy for Windows Software, which is subject to the respective Soft-
RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX- ware license agreement enclosed with each Software packaging or
PRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED documentation.
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT- d) The CorNet TIS Software contains the following third-party Microsoft,
NESS FOR A PARTICULAR PURPOSE. Netscape, Natural MicroSystems and Symantec Software: Microsoft
6. SOFTWARE LICENSE Windows NT Server 4.0 Software is subject to the Microsoft End User
License Agreement, which is attached hereto and incorporated herein
Siemens owns,or has licensed from the owner,the Software.Siemens by reference as Attachment A. By signing the Ordering Document,
grants you a non-exclusive license in the United States and Puerto Rico to which references this Exhibit, you are accepting the terms of the Mi-
use those features of the Software authorized by Siemens(a)in the Prod- crosoft End User License Agreement. Netscape Browser Software is
uct in which it is initially installed,(b) in only one machine at any one time subject to the electronic Netscape Software License Agreement in that
or as otherwise authorized by Siemens in an Ordering Document, (c)only Software, which you authorized Siemens to accept on your behalf.
for so long as you are using the Product within your Enterprise, and(d)so Natural MicroSystems Codec Software is subject to the Natural Micro-
long as you are not in breach of your obligations. If your HiPath 4000 Systems Program License Agreement enclosed in the CorNet TIS
Product includes a HiPath HG 3800 Product, HiPath AP 3300 Fiber ac- Product's packaging. Siemens or its licensor retains all rights,title and
cess point Product, HiPath HG 3530, HG 3550 or HG 3570 IP gateway interest to the Symantec pcAnywhere Software and no Software li-
Product,HiPath AP 3300 or AP 3500 IP access point Product, HiPath RG cense is granted to you hereunder. Such Symantec pcAnywhere Soft-
2500 IP trunking Product and HiPath 4000 workpoint Product,clause(a)in ware is an integral part of CorNet TIS Software and is for Siemens'use
the preceding sentence will not apply and is replaced with the following: only.
"a) you may transfer the Software between the HiPath 4000 Product in
which it was originally installed to another HiPath 4000 Product(s) within 7. PATENTS AND COPYRIGHTS
your network managed by the HiPath 4000 Manager Product." The following terms apply to all Products under this Exhibit ex-
Siemens will provide one copy of the Software, including documenta- cluding the CorNet TIS Product, IBM server within the HiPath Tele-
lion,with the initial installation of the Product. You will receive up to three working Server Product,Telldent STS Product and IntegraTrak Prod-
copies of the optiSet E Fundamentals CBT Software; however, you may uct:
use the Software on only 100 machines at any one time.You will receive This Section sets forth Siemens' entire obligation to you regarding
one copy of the HiPath Teleworking Client Software; however, you may claims of patent or copyright infringement.
only use the Software as authorized by Siemens in the Ordering Docu- If a third party claims that a Product provided hereunder that is manu-
ment.Siemens will provide you with a restoration copy of the TIS Software factured by Siemens or bears the Siemens logo infringes a United States
with the installation of the Product. Except for the CorNet TIS Product,you patent or copyright, Siemens will defend you against that claim at
may make one backup copy of the Software,which is subject to the terms Siemens' expense. Siemens will pay all costs, damages and attorneys'
of this Agreement and which must include the copyright notice(s)and any fees that a court finally awards,provided that you:
legend(s). All copies of the Software remain the property of Siemens or a) Give Siemens prompt written notice of any such claim;
the owner. b) Allow Siemens to control the defense and any related settlement
You will not modify, reverse engineer,de-compile,disassemble, or de- negotiations;and
rive source code from the Software. You also agree not to sublicense, c) Fully cooperate with Siemens.
rent, lease or assign any Software. No title, ownership or other interest in If such a claim is made or appears likely to be made, you agree to
the Software is transferred to you,except as expressly stated in this Sec- permit Siemens to enable you to continue to use the Product or to modify
lion. or replace it. If none of these alternatives is available on terms that are
Unless Siemens specifies otherwise, any modifications to, or new re- reasonable in Siemens' judgment, you agree to return the Product to
leases or versions of,the Software will be provided subject to this Agree- Siemens upon Siemens' written request. Siemens will then give you a
ment at applicable charges. credit equal to your net book value for the Product provided you have fol-
Siemens will grant a license to the party to whom you transfer posses- lowed generally accepted accounting principles.
sion of the Software pursuant to the terms of the Siemens Software Li- Siemens will have no obligation regarding any claim of infringement
cense Agreement, which will be available upon request at the time you based upon a Product that is:
transfer the Software. Transfer of the Software or destruction of all your a) Not manufactured by Siemens or does not bear the Siemens logo;
copies of the Software terminates your license from Siemens. b) Modified by someone other than Siemens;
This Section does not apply to third-party Software supplied by c) Combined, operated or used with any product, data, apparatus,
Siemens that is distributed with a vendor's license agreement in its Soft- software or program not provided by Siemens;or
ware, packaging or documentation, notwithstanding the fact that such d) Outside the United States or Puerto Rico.
Software is included in a Product: Notwithstanding anything to the contrary in this Section, Siemens of-
a) The HiPath Teleworking Server Software on the Siemens-provided fers no patent and copyright indemnification for: Microsoft Windows NT
IBM server and the HiPath Teleworking Software on a Customer- Server 4.0 Software, Adobe Acrobat Reader Software and Symantec
provided server contains the following third-party Microsoft,Adobe and pcAnywhere Software within the HiPath Teleworking Server Software on a
Symantec Software: Microsoft Windows NT Server 4.0 Software is Siemens provided IBM server and the HiPath Teleworking Software on a
subject to the Microsoft End User License Agreement, which is at- Customer-provided server; Microsoft TAPI 2.1 Software and Adobe Acro-
tached hereto and incorporated herein by reference as Attachment A. bat Reader Software within the HiPath Teleworking Client Software; and
By signing the Ordering Document, which references this Exhibit, you Microsoft Windows 3.11 or later version Software, Microsoft DOS 6.22 or
are accepting the terms of the Microsoft End User License Agreement. later version Software, and Microsoft Products Carbon Copy for Windows
Adobe Acrobat Reader Software is subject to the electronic End User Software within the Hicom Trading System Software.
License Agreement in the Adobe Acrobat Reader Software,which you
authorized Siemens to accept on your behalf. Siemens or its licensor 8. LIMITATION OF LIABILITY
retains all rights, title and interest to the Symantec pcAnywhere Soft- The following terms apply to the HiPath 4000 Product, which in-
ware and no Software license is granted to you hereunder. Such Soft-
Z1075UR Rev. 17(07/02) Page 4 of 6
cludes a HiPath HG 3800 Product,HiPath AP 3300 Fiber access point AGREE TO HOLD SIEMENS HARMLESS AND TO WAIVE ANY AND
Product, HiPath HG 3530, HG 3550 or HG 3570 IP gateway Product, ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION (IN-
HlPath AP 3300 or AP 3500 IP access point Product, HiPath RG 2500 CLUDING ALL ACTIONS BY YOU OR THIRD PARTIES)ARISING OUT
IP trunking Product, HiPath optiClient 130 Software, HlPath 4000 AC OF THE USE OR ATTEMPTED USE OF THE PRODUCT(S)TO ACCESS
Win Software,HiPath 4000 UP0e Product,and HiPath 4000 workpoint 911 OR OTHER EMERGENCY SERVICES, OR THE INABILITY TO AC-
Product,and the Hicom 300 H,Hicom 300 E CS or Siemens 9751 CBX CESS 911 OR OTHER EMERGENCY SERVICES THROUGH THE
Product,which includes HiPath optiClient 130 Software, HiPath opti- PRODUCT(S).
Client 130 telephone Product and HiPath RG 2500 IP trunking Prod- The HiPath HG Products are capable of providing near toll-quality
uct: voice over carefully engineered highly reliable Internet Protocol (IP)
IN ADDITION TO THE LIMITATION OF LIABILITY PROVISIONS SET networks. However, it is important to understand that(a)voice qual-
FORTH IN THE REFERENCED AGREEMENT,SIEMENS WILL NOT BE ity might not be as good as that provided by the public telephone
LIABLE OR DEEMED TO BE IN DEFAULT FOR ANY DELAYS OR network and will depend on how well you engineer your IP network,
FAILURE IN PERFORMANCE OR INTERRUPTION OF THE PROD- and (b) your own equipment, e.g., routers, switches, firewalls could
UCT(S) RESULTING DIRECTLY OR INDIRECTLY FROM ANY CAUSE also limit the functionality.
OR CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL. YOU
Z1075UR Rev. 17(07/02) Page 5 of 6
ATTACHMENT A - Microsoft End User License Agreement
You have acquired a device ("DEVICE") that includes software li- line control equipment in hazardous environments requiting fail-
censed by Siemens from Microsoft Licensing Inc. or its affiliates ("MS"). safe performance, such as in the operation of nuclear facilities, air-
Those installed software products of MS origin, as well as associated me- craft navigation or communication systems,air traffic control,direct
dia, printed materials, and "online" or electronic documentation ("SOFT- life support machines, or weapons systems, in which the failure of
WARE")are protected by international intellectual property laws and trea- Java technology could lead directly to death, personal injury, or se-
ties. The SOFTWARE is licensed,not sold. All rights reserved. vere physical or environmental damage. Sun Microsystems, Inc.
has contractually obligated MS to make this disclaimer.
IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREE- e) No Liability for Certain Damages. EXCEPT AS PROHIBITED BY
MENT ("EULA"), DO NOT USE THE DEVICE OR COPY THE SOFT- LAW, MS SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
WARE. INSTEAD, PROMPTLY CONTACT Siemens FOR INSTRUC- SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ARISING FROM OR IN CONNECTION WITH THE USE OR PER-
ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO FORMANCE OF THE SOFTWARE. THIS LIMITATION SHALL
USE ON THE DEVICE, WILL CONSTITUTE YOUR AGREEMENT TO APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PUR-
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). POSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the fol- AMOUNT IN EXCESS OF U.S.TWO HUNDRED FIFTY DOLLARS
lowing license: (U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decompilation, and Dls-
b) NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOL- assembly. You may not reverse engineer, decompile, or disas-
ERANT. Siemens HAS INDEPENDENTLY DETERMINED HOW semble the SOFTWARE, except and only to the o extent that s
TO USE THE SOFTWARE IN THE DEVICE, AND MS HAS RE- activity mti is expressly permitted by applicable law notwithstanding this
limitation.
LIED UPON Siemens TO CONDUCT SUFFICIENT TESTING TO
DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
USE. You may permanently transfer rights under this EULA only as part
NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is of a permanent sale or transfer of the Device, and only if the recipi-
c) provided"AS IS"and with all faults. THE ENTIRE RISK AS TO eat agrees must also ts includeULA. If the SOFTWARE is T ARE. any
transfer prior versions of the SOFTWARE.
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND h) EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is
EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. of US-origin. You agree to comply with all applicable international
ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE and national laws that apply to the SOFTWARE, including the U.S.
WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST Export Administration Regulations, as well as end-user, end-use
INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES and country destination restrictions issued by U.S. and other gov-
REGARDING THE DEVICE OR THE SOFTWARE, THOSE WAR- ernments. For additional information on exporting the SOFTWARE,
RANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING see http://www.microsoft.com/exoortinq/.
ON,MS.
d) Note on Java support. The SOFTWARE may contain support for
programs written in Java. Java technology is not fault tolerant and
is not designed, manufactured,or intended for use or resale as on-
Z1075UR Rev. 17(07/02) Page 6 of 6
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