HomeMy WebLinkAbout20011512.tiff Siemens Enterprise Networks, LLC
SCHEDULE A
PRODUCTS ORDER
Customer Name and Invoice Address: Date: 05-21-2001
Weld County Page No.: 1 of
Attention: Susan Quick Quotation No.: DRSA30102C
915 10th Street 05-21-2001 12:40:42
3rd Floor, Phone Services
Greeley CO 80632
Agreement Type: (x)APS
( ) Other
Products Location Address (Premises):
NA Reference Agreement No.: 00001327
NA CO 80111
Reference Exhibit No(s).:
CCST MST SDST
Customer Contact: Susan Quick
Siemens Region Office Address:
7807 E. Peakview
Suite 400
Englewood CO 80111 Intended Cutover Date: 09-20-2001
Pricing Validity
Siemens Contact: Tom Yetzer Expiration Date: 09-14-2001
•
Scope of Work: Siemens will provide a Siemens Hicom 300 H Model 30EX or 30EP Product including
176 equipped ports, 224 wired-for ports, Optiset telephones, Siemens PhoneMail voice
processing Product with Software, Siemens Flex-Routing Software, Siemens BusinessView
Observer enhanced reporting application Software, Siemens Satellite Operations Software,
and any associated installation Services as further set forth beginning on the next
page.
Purchase Price: $107,384.00 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
� I ' /, , Siemens Enterprise Networks, LLC •
•
By: �///7/��J17(1,'?1 .�/� By:
/ /Authorized Signature A oozed Signature
M. J. Geile, Chair (06/04/2001) ILL 0110W, J /9)i91
Name(Type or Print) Date Name(Type or Print) Date
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Schedule A
05-21-2001
Page 2
Quotation No. DRSA30102C
05-21-2001 12:40:42
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: 75%of the Purchase Price including, if applicable,the
Prepaid Maintenance Support Services Purchase Price, is due on or before the delivery of the switching portion
of the CS or CBX Product to the Premises, and the remaining 25%of the Purchase Price is due upon the acceptance
of all the Products on the Schedule A. Taxes and governmental fees applicable on 100% of the Purchase Price
are due with the first payment, and all transportation charges are due with the second payment.
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.
The SmartTech Software feature is licensed to you at no charge provided your Siemens Hicom 300 H Product Model
30EP or 80EP, or Siemens Hicom 300 E CS Product Model 30, 30E, 30EX, 30EP, 80E, 80EX or 8OEP (collectively hereinafter
referred to as CS) is under a Siemens warranty period or SmartServe Support Services Plan. Should you elect
not to purchase a SmartServe Support Services Plan from Siemens,this feature will be disabled at the expiration
of the CS Product's warranty period. In addition, if the CS Product is under a SmartServe Support Services Plan,
and you elect not to renew or you terminate such Plan, this Software feature will be disabled as of such anniversary
or termination date. Should your CS Product be maintained on a Time and Materials basis or under a Maintenance
Support Services for End User Self-Maintainers offering or similar offerings and you elect to license the SmartTech
Software feature from Siemens at some future date, Siemens will provide you with the capability to access such
Software feature upon payment in full of the applicable Software license charge. Your payment will confirm your
acceptance of this Software feature as part of the Software associated with your CS Product,and that such feature
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Schedule A
05-21-2001
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Quotation No. DRSA30102C
05-21-2001 12:40:42
SITE SPECIFIC TERMS (continued)
For: Weld County
is subject to the same Software License terms set forth in the Referenced Agreement.
You acknowledge that you have declined Siemens'offer to install the Secure Access TraciNet equipment as part
of this order. This equipment is part of Siemens' CS, CBX and messaging Products' security program and is designed
to keep unauthorized users, otherwise known as hackers, out of such Products' maintenance ports via inbound modems.
While no one product guarantees against access to such Products by unauthorized users,which could cause financial
harm,the TraqNet equipment does reduce the risk of unauthorized access. In any event, Siemens will not be liable
to you for any costs, including long distance charges, resulting from the use of the CS, CBX or messaging Products
or other Products by you, your employees or any third party,whether or not you authorize such use.
All Products under Workpoint Communications on this Schedule A are considered Customer Set-Up unless otherwise
specified by Siemens.
This contract only includes support services during the warranty period of the Products sold hereunder inasmuch
as you have elected not to enter into an agreement with Siemens for Maintenance Support Services beyond the warranty
period.
Complete the following if you would like to receive an introduction to Joint Users of Siemens Technologies-
United States (JUST-US),formerly NRUG:
Contact Name:
Company Name:
Mailing Address:
Telephone No.:
The prices in this Schedule A are preliminary prices pending a full site survey of the Premises. Final prices
will be provided only after completion of such a survey.
Siemens is a registered trademark of Siemens AG.
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Schedule A
05-21-2001
Page 4
Quotation No. DRSA30102C
05-21-2001 12:40:42
SOFTWARE AND PROGRAM LICENSE SUMMARY
For: Weld County
Licensed For:
Software:
Conditional ART Routing 9006 Flex Routing 1
PhoneMail Flex Routing 9006 1
Observer Server Software 1
Flex-Routing Agents 1 to 15 1
Flex-Routing Agents 16 to 35 1
Composer LAN Supervisor 1 1
ANI Call Processing Routing SW License 1
ANI Call Process. Rout. SW Lic. Ea. 100 Ports 3
Sat Ops Software License 1
Sat Ops Software License-Each 100 Ports 3
ISDN PRI Software License 1
ISDN Software License-Each 100 Ports 3
ROLMnet VI Software License 1
ROLMnet VI Software License-Each 100 Ports 3
9006 Per Port System Software License 224
SmartTech-As part of SmartSery Contract 1
V1.0 Basic System SW License(30EP) 1
PhoneMail Software(9006) 1
Flex-Routing LAN Package#1 -Credit 1
PhoneMail Network Option 1
PhoneMail/SP 4 Software Sessions 2
Observer Client S/W-One User 1
HICOM Domain Management System Standard 1
ProPAK Remote Site Software 1
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Schedule A
05-21-2001
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Quotation No. DRSA30102C
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PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES
For: Weld County
SWITCHING
Equipped Wired
Standard Lines:
Optiset E phones on 24 Channel Cards 72 96
PhoneMail/RTS/LCS0 Lines on 8 Ch. Cards 8 8
Analog Lines on 24 Channel Cards-SIPAC 48 48
128 152
Trunks:
Digital Trunks on TMDN64 Cards-SIPAC 48 72
48 72
Total Interface Channels 176 224
Qty
Products and Services:
PhoneMail/RTS/LCS0, 8 Ch, Connection 1
Std. Line Capacity,Wired-for 152
Trunk Capacity, Wired-for 72
Base Siemens Hicom 300H Model 30EP 1
Flex-Routing Agts/Teleworking Users Wired-for 35
APC Matrix-UPS MX3000XR-3KVA batt bkup/extrun 1
APC Battery Pack for Matrix 3000XR/5000XR 1
APC Plug Adapter 6XL5-15'S,L14-30
Optiset E Line Connection,24 Ch 3
Analog Line Connection, 24 Ch-Sipac 2
Digital Trunk Connection, 24 Ch-Sipac 2
Total Desired PhoneMail/Xpressions Sessions 8
High Density 260 Ports CTM 110 Wall MDF 1
Software:
9006 Per Port System Software License 224
SmartTech-As part of SmartSery Contract 1
V1.0 Basic System SW License (30EP) 1
WORKPOINT COMMUNICATIONS
Products and Services:
Music on Hold,Adapter 2
Optiset E Headset Plus Adapter 20
SMU 1-Message Announcer/1 Min/Remote Access i
Music on Hold Announcer 8 Min 1
Optiset E Advance 20
Optiset E Basic 20
Optiset E Standard 20
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Siemens Enterprise Networks, LLC
05-21-2001
Page 1
Quotation No. DRSA30102C
05-21-2001 12:40:42
PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES
For: Weld County
SWITCHING
Equipped Wired
Standard Lines:
Optiset E phones on 24 Channel Cards 72 96
PhoneMail/RTS/LCS0 Lines on 8 Ch. Cards 8 8
Analog Lines on 24 Channel Cards-SIPAC 48 48
128 152
Trunks:
Digital Trunks on TMDN64 Cards-SIPAC 48 72
48 72
Total Interface Channels 176 224
Cli List Price Install Discount Total
MAIN LOCATION
SWITCHING
Products and Services:
PhoneMail/RTS/LCS0,8 Ch,Connection 1 1,320 158.00 (528.00) 950.00
Std. Line Capacity,Wired-for 152 3,040 364.80 (1,216.00) 2,188.80
Trunk Capacity,Wired-for 72 1,440 172.80 (576.00) 1,036.80
Base Siemens Hicom 300H Model30EP 1 7,000 2,500.00 (2,800.00) 6,700.00
Flex-Routing Agts/Teleworking Users Wired-for 35 525 63.00 (210.00) 378.00
APC Matrix-UPS MX3000XR-3KVA batt bkup/e: 1 4,175 134.00 4,309.00
APC Battery Pack for Matrix 3000XR/5000XR 1 1,400 1,400.00
APC Plug Adapter 6XL5-15'S,L14-30 1 225 225.00
Optiset E Line Connection,24 Ch 3 11,880 1,425.00 (4,752.00) 8,553.00
Analog Line Connection,24 Ch-Sipac 2 7,920 950.00 (3,168.00) 5,702.00
Digital Trunk Connection,24Ch-Sipac 2 6,240 748.00 (2,496.00) 4,492.00
Total Desired PhoneMail/Xpressions Sessions 8 0.00
High Density 260 Ports CTM 110 Wall MDF 1 1,470 596.00 2,066.00
Software:
9006 Per Port System Software License 224 6,720 806.40 (2,688.00) 4,838.40
SmartTech-As part of SmartSery Contract 1 0.00
V1.0 Basic System SW License(30EP) 1 4,000 480.00 (1,600.00) 2,880.00
Sub-Total 57,355 8,398.00 (20,034.00) 45,719.00
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Quotation No. DRSA30102C
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PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
l:: List Price Install Discount Total
WORKPOINT COMMUNICATIONS
Products and Services:
Music on Hold,Adapter 2 398
320.00
Optiset E Headset Plus Adapter 20 2,200 (880.00) 1,320.00
SMU 1-Message Announcer/1 Min/Remote Aco 1 1,550 68.00 1,618.00
Music on Hold Announcer 8 Min 1 580 580.00
Optiset E Advance 20 7,000 (2,800.00) 4,200.00
OptisetE Basic 20 3,000 (1,200.00) 1,800.00
OptisetE Standard 20 8,000 (3,200.00) 4,800.00
Sub-Total 22,728 68.00 (8,080.00) 14,716.00
WORKGROUP SOLUTIONS
Products and Services:
External Hub Box 1 125.00 125.00
Platform, PhoneMail 1 6,500 240.00 (2,600.00) 4,140.00
PhoneMail/SP 4 Connection Ports 2 1,800 320.00 (720.00) 1,400.00
Storage, 10 hours, PhoneMail/SP 1 2,250 215.00 (900.00) 1,565.00
Software:
PhoneMail Software(9006) 1 0.00
PhoneMail Network Option 1 5,500 1,290.00 (2,200.00) 4,590.00
PhoneMail/SP 4 Software Sessions 2 25,800 430.00 (10,320.00) 15,910.00
Sub-Total 41,850 2,620.00 (16,740.00) 27,730.00
HIPATH PROCENTER
Software:
Conditional ART Routing 9006 Flex Routing 1 2,000 500.00 (800.00) 1,700.00
PhoneMail Flex Routing 9006 1 2,000 250.00 (800.00) 1,450.00
Observer Server Software 1 750.00 750.00
Flex-Routing Agents 1 to 15 1 4,995 1,000.00 (1,998.00) 3,997.00
Flex-Routing Agents 16 to 35 1 3,500 250.00 (1,400.00) 2,350.00
Composer LAN Supervisors 1 125.00 125.00
Flex-Routing LAN Package#1 -Credit 1 (4,495) 1,798.00 (2,697.00)
Observer Client S/W-One User 1 995 63.00 (398.00) 660.00
Sub-Total 8,995 2,938.00 (3,598.00) 8,335.00
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Quotation No. DRSA30102C
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PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
Q.t List Price Install Discount Total
INFORMATION TRANSPORT
Software:
ANI Call Processing Routing SW License 1 750 263.00 (300.00) 713.00
ANI Call Process. Rout.SW Lic. Ea. 100 Ports 3 450 159.00 (180.00) 429.00
Sat Ops Software License 1 1,500 525.00 (600.00) 1,425.00
Sat Ops Software License-Each 100 Ports 3 900 315.00 (360.00) 855.00
ISDN PRI Software License 1 750 263.00 (300.00) 713.00
ISDN Software License-Each 100 Ports 3 450 159.00 (180.00) 429.00
ROLMnet VI Software License 1 750 263.00 (300.00) 713.00
ROLMnet VI Software License-Each 100 Ports 3 450 159.00 (180.00) 429.00
Sub-Total 6,000 2,106.00 (2,400.00) 5,706.00
MANAGEMENT RESOURCES
Products and Services:
ProPAK TRAKSafe II Data Collection Device 1 595 595.00
Surge Protector,Power Strip 1 50 50.00
Software:
HICOM Domain Management System Standard 1 0.00
ProPAK Remote Site Software 1 417 417.00
Sub-Total 1,062 0.00 0.00 1,062.00
OWNERSHIP SERVICES
Products and Services:
Flex Routing Agent Trning Class-1 Class of 12 3 516.00 516.00
Customer-provided Data Collect Analog Phone 3 0.00
Set Up of Phones 60 720.00 720.00
Data Cllctn Opt E per Phone,Adapter, Module 60 1,200.00 1,200.00
Sub-Total 0 2,436.00 0.00 2,436.00
ADDITIONAL PRODUCTS AND SERVICES
Products and Services:
Adtran CSU 3 1,680.00 1,680.00
Sub-Total 1,680.00 0.00 0.00 1,680.00
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Quotation No. DRSA30102C
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PRODUCTS ORDER
DETAILED LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
Clq List Price Install Discount Total
PURCHASE PRICE BEFORE ADJUSTMENTS
Main Location 139,670.00 18,566.00 (50,852.00) 107,384.00
Sub-Total 139,670.00 18,566.00 (50,852.00) 107,384.00
PURCHASE PRICE,
EXCLUDING SALES TAX $139,670.00 $18,566.00 (550,852.00) $107,384.00
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Schedule A
05-21-2001
Page 6
Quotation No. DRSA30102C
05-21-2001 12:40:42
PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
WORKGROUP SOLUTIONS
Products and Services:
External Hub Box
Platform, PhoneMail 1
PhoneMail/SP 4 Connection Ports 2
Storage, 10 hours, PhoneMail/SP
Software:
PhoneMail Software(9006) 1
PhoneMail Network Option 1
PhoneMail/SP 4 Software Sessions 2
HIPATH PROCENTER
Software:
Conditional ART Routing 9006 Flex Routing 1
PhoneMail Flex Routing 9006 1
Observer Server Software
Flex-Routing Agents 1 to 15 1
Flex-Routing Agents 16 to 35 1
Composer LAN Supervisor 1 1
Flex-Routing LAN Package#1 -Credit 1
Observer Client S/W-One User 1
INFORMATION TRANSPORT
Software:
ANI Call Processing Routing SW License 1
ANI Call Process. Rout. SW Lic. Ea. 100 Ports 3
Sat Ops Software License
Sat Ops Software License-Each 100 Ports 3
ISDN PRI Software License 1
ISDN Software License-Each 100 Ports 3
ROLMnet VI Software License 1
ROLMnet VI Software License-Each 100 Ports 3
MANAGEMENT RESOURCES
Products and Services:
ProPAK TRAKSafe II Data Collection Device 1
Surge Protector,Power Strip 1
Software:
HICOM Domain Management System Standard 1
ProPAK Remote Site Software 1
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Schedule A
05-21-2001
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Quotation No. DRSA30102C
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PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
OWNERSHIP SERVICES
Products and Services:
Flex Routing Agent Trning Class-1 Class of 12 3
Customer-provided Data Collect Analog Phone 3
Set Up of Phones 60
Data Cllctn Opt E per Phone,Adapter, Module 60
ADDITIONAL PRODUCTS AND SERVICES
Products and Services:
Adtran CSU 3
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Schedule A
05-21-2001
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Quotation No. DRSA30102C
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PRODUCTS ORDER
SUMMARY LIST OF PRODUCTS AND SERVICES (continued)
For: Weld County
PRICE SUMMARY:
Products and Services $82,238.00
Software 57,432.00
Programs 0.00
Sub-Total 139, 670.00
Installation Material 14.00
Labor 18,552.00
Discount (50,852.00)
Purchase Price,excluding sales tax $107,384.00
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SIEMENS
Call Center Products Supplemental Terms Exhibit
Exhibit No.:COST
The supplemental terms set forth in this Exhibit apply to the following Call Center Product(s)that the Customer(you)has ordered from Siemens Enter-
prise Networks LLC (Siemens) in an Ordering Document(Schedule A)that references this Exhibit: (a)Siemens 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(Com-
poser), 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 incre-
mental Agents, Supervisors and/or Clients will be considered a part of the applicable Entry Package; (b) Siemens HiPath ProCenter Entry Suite
(Group-Based)Software consisting 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,BusinessView Analyst on
Reduced Instruction Set Computer Platform, BusinessView Analyst Users,BusinessView Analyst Monitored Agents,BusinessView Analyst Connection,
and/or BusinessView Analyst Additional Switch; (c) Siemens HiPath ProCenter Standard Suite (Skilled Based) Software consisting of one or
more of the following: ProCenter Active Agents,HiPath ProCenter Server,ProCenter Supervisor,ProCenter Agent,ProCenter Call by Call Reporting,
ProCenter Simulator, ProCenter MessageStream for Desktops,and/or ProCenter MessageStream for Message Boards; (d)Siemens HiPath ProCen-
ter Advanced Suite(Skilled Based)Software consisting of one or more of the following: ProCenter Advanced ResumeRouting,Disk Redundancy
(Redundant Array of Independent Disks Level 1),Additional Real-Time Server, ProCenter Supervisor, ProCenter Agent, ProCenter Call by Call Report-
ing, ProCenter Simulator, ProCenter MessageStream for Desktops, ProCenter MessageStream for Message Boards, ProCenter Call Director—4 Port
Analog Product, ProCenter Call Director—24 Port Digital Product, ProCenter MX Email Interface, ProCenter Internet, ProCenter Callback, ProCenter
Outbound, ProCenter Networking, ProCenter Enterprise Manager,or Simple Network Management Protocol Support;(e)Siemens HiPath ProCenter
Standard or Advanced Equipment consisting of one or both of the following:Siemens HiPath ProCenter Server Product or Siemens HiPath Pro-
Center Real-Time Server Product;(f)Siemens HiPath ProCenter Vantage+Software consisting of one or more of the following:Vantage+Call-
Bridge Computer-Supported Telecommunication Application (CSTA)Package,Vantage+CallBridge Telephone Services Application Programming In-
terface(TSAPI)Package, Vantage+Additional Users,Vantage+Call Diverting,Vantage+Call Qualifying,Vantage+Additional CallBridge CSTA sites,
Vantage+Additional CallBridge TSAPI sites,Vantage+ Remote CallBridge CSTA sites and/or Vantage+Remote CallBridge TSAPI sites;(g)Siemens
HiPath ProCenter CallBridge Software consisting of one or more of the following:CallBridge Connection,Non-Redundancy,Ethemet,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 Interface(TAPI)Server Total Moni-
tored Devices, Active-Redundancy, Standby-Redundancy, CallBridge CSTA Active Redundancy; CallBridge CSTA Standby Redundancy; CallBridge
TSAPI Active Redundancy,and/or CallBridge TSAPI Standby Redundancy;(h)Siemens HiPath ProCenter Prompt Response Interactive Voice Re-
sponse(IVR)Product; (i)Siemens Web Control of Station Features(WebCSF)Software;(J)Comverse Products consisting of one or more of
the following: Mentor, SafeNet or Ultra;(k) Davos UNISON Brand Call Management System Product; or(I)One or more of the following MAC
Products: Siemens BusinessView Analyst enhanced reporting application Software; Siemens BusinessView Composer configuration and historical
application Software; Siemens BusinessView Observer enhanced real-time reporting application Software; Siemens CallBridge for Workgroups appli-
cation Product; Siemens ComManager telephony application Software; Siemens ACD call routing Software;Siemens HiPath ProCenter Prompt Re-
sponse Interactive Voice Response (IVR) Product; Siemens ResumeRouting call routing Software; Siemens ResumeRouting Call Director Product;
Siemens ResumeRouting MessageStream Software;Application features within the Siemens ResumeRouting Express Software;or Siemens Vantage+
automatic call distribution real-time and historical reporting application Software. The term"Services" means installation, warranty, maintenance sup-
port, professional, integration, 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 Schedule A, remain in full force
and effect.
1. CONDITIONS FOR SERVICES FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING
Subsequent to Siemens'acceptance of the Schedule A, Siemens will CHARGES, RESULTING FROM THE USE OF THE PRODUCT(S) BY
provide you with documentation that will describe your and Siemens' im- YOU, YOUR EMPLOYEES OR ANY THIRD PARTY, WHETHER OR
plementation responsibilities. Your obligations set forth therein must be NOT YOU AUTHORIZED SUCH USE.
performed on or before the dates mutually agreed to in an installation
schedule or similar document (installation schedule), and be in compli- 2. INSTALLATION CHANGE ORDER
ance with all applicable statutes, laws and regulations. You are responsi- Any change(s) to the original Product configuration on a Schedule A
ble for any rigging charges. will be recorded on an Installation Change Order(ICO)signed by you and
You will provide Siemens full, free and safe access to your Premises Siemens.Such change(s)will be based upon your review and acceptance
and the Product(s)so that Siemens can perform its obligations under the of the revised Product configuration information provided to you by Sie-
referenced Agreement. If either party becomes aware of asbestos, haz- mens on or before the date set forth in the installation schedule. The
ardous materials or concealed conditions on your Premises, such party Purchase Price for additions and/or changes on such ICO will be at Sie-
agrees to notify the other party promptly, and you will be responsible for mens' then-current list prices, less a discount percentage, if any, to be
correcting all such conditions. The existence of any such condition may determined by Siemens. Deletions, if any,will be credited at the prices at
adversely affect your costs and the timeliness of delivery of the Product(s) which you originally ordered such items. However, any site-specific or
and other Services. miscellaneous materials requested by you may not be deleted. Any fur-
During the implementation phase of the original Product and, if appli- ther changes will be processed as MAC Work Orders priced at Siemens'
cable, subsequent MAC Products, Siemens will provide Product configu- then-current MAC list prices.
ration information to you for your review and written approval.At that time, In the event an ICO is not required as a result of your review and ac-
you will verify that such configuration meets your security requirements ceptance of the Product configuration information provided to you by Sie-
with regard to risks of intrusion and unauthorized use after the Product's mans, any changes thereafter will be processed as MAC Work Orders
Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU priced at Siemens'then current MAC list prices.
Siemens,Hicom and CorNet are registered trademarks of Siemens AG.
HiPath is a trademark of Siemens AG.
BusinessView,CaIlBridge,Flex-Routing,ProCenter,ResumeRouting and SmartServe are registered trademarks of Siemens ICN.
ComManager,Prompt Response and Vantage+are trademarks of Siemens ICN.
All other trademarks used herein are the property of their respective owners.
Z1071 Rev. 13(5/01) Page 1 of 5
3. CUTOVER DATE a MAC receives a stand-alone 90-day warranty period.The following MAC
Siemens will make reasonable efforts to meet the intended Cutover Products receive a stand-alone one-year warranty period:
Date specified in the Schedule A. In addition,such intended Cutover Date a) Siemens BusinessView Analyst;
and any revisions thereto will be recorded on the installation schedule. b) Siemens BusinessView Composer;
Siemens will notify you in writing of the actual Cutover Date of the Prod- c) Siemens BusinessView Observer;
uct. The "Cutover Date" means the date on which Siemens installs the d) Siemens CallBridge for Workgroups;
original Product at the Premises in accordance with the manufacturers' e) Siemens ComManager;
published functional specifications (Specifications). Minor omissions or f) Siemens HiPath ProCenter Entry Packages(Flex-Routing);
variances in the performance of the Product(s)will not delay the Cutover g) Siemens HiPath ProCenter Entry Suite(Group-Based);
Date.This Section does not apply to MAC Products. h) Siemens HiPath ProCenter Standard Suite(Skilled Based);
i) Siemens HiPath ProCenter Advanced Suite(Skilled Based);
The following additional terms apply to the original Siemens HiPath
j) Siemens HiPath ProCenter Prompt Response IVR;
ProCenter Standard or Advanced Software:
k) Siemens ResumeRouting;
If you have selected the Siemens HiPath ProCenter Standard or Ad-
wanted Software Customer Interaction Solutions(CIS)Preload and Instal- I) Siemens ResumeRouting Call Director;
lotion Services Option,the charges will be included on a separate Scheel-
n) Siemens Restage+ uting MessageStream;or
ule A and not the Schedule A,which references this Exhibit.Siemens will n) Siemens Vantage+.
perform installation Services in accordance with the terms specified in the Siemens warrants om oi during Se the Spwaecifications.
Dungty the
the Product od,
CIS Preload and Installation Exhibit referenced on such separate Sched- substantially conform to its Specifications. During the warranty period,
upon notification from you that any nonconformity exists, as long as the
ule A.
I( you have selected the Siemens HiPath ProCenter Server Product nonconformity is not caused by any of the circumstances described be-
and/or Siemens HiPath Real-time Server Product under the Siemens Hi- low,accordance Sa will have the option t o repair or described replabe the nonconformity mte in
Path ProCenter Standard or Advanced Equipment offering, the charges Support a with the Warranty Services that the iein the Smart 00 H
will be on a Schedule A,which references this Exhibit. Siemens will per- roduc Services Plan (Plan). Provided or Siemens Hicom 300 ts
form installation and other Services in accordance with the terms set forth Product, Siemens Hicom 300 E CS or Siemens CBX Product is within its
warranty period, Siemens will provide Warranty Services for the MAC
in this Exhibit.
Products in accordance with the Warranty Services in the Plan. If the
The following additional terms apply to the original Siemens HiPath Siemens Hicom 300 H,Siemens Hicom 300 E CS or Siemens CBX Prod-
ProCenter Vantage+or Siemens Vantage+Software: uct's warranty period has expired and you have elected Siemens to per-
Siemens personnel will install the Siemens ProCenter Vantage+Soft- form Maintenance Support Services under the Plan,Siemens will provide
ware or Siemens Vantage+ Software on a personal computer(PC) pro- Warranty Services for the MAC Products in accordance with the Mainte-
vided by Siemens, at your expense. Such installation and PC charges will nance Support Services selected by you under the Plan for the Hicom 300
be included on a separate Schedule A and not the Schedule A,which ref- H Product, Hicom 300 E CS Product or Siemens CBX Product. Each re-
erences this Exhibit. Siemens will perform installation Services in accor- placement Part is either a new part or a serviceable used part. All re-
dance with the terms specified in the Customer Interaction Solutions placed parts become Siemens'property.
(CIS) Preload and Installation Exhibit referenced on such separate If,in Siemens'sole discretion,it is unable to repair or replace the non-
Schedule A. You agree to sign such document in order for Siemens to conforming part(s)of the Product so that it operates as warranted, Sie-
complete its obligations hereunder. mens 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
4. ACCEPTANCE
a) The following terms apply to all original Products except Siemens part(s).
PP YP You will be billed at Siemens' then-current hourly time and material
HiPath ProCenter Prompt Response IVR Product: rates for Services performed by Siemens due to any of the following cir-
The Product will be accepted by you 30 days after the Cutover Date, cumstances:
unless you notify Siemens in writing within such period and specify in a) Your failure to follow Siemens'and/or the manufacturer's installa-
what respect the Product does not conform to its Specifications.Siemens lion,maintenance or operation instructions for the Product;
will promptly correct such nonconformity to your reasonable satisfaction. b) Theft, strikes, riots, vandalism, acts of war, lightning,water, fire
The Product will then be deemed accepted by you. and other perils;
This Section does not apply to MAC Products. c) Work performed by persons other than Siemens personnel or
b) The following terms apply to the original Siemens HiPath ProCen- without Siemens supervision;
ter Prompt Response IVR Product: d) Shock, corrosive atmosphere, electrical damage, accident, air
Siemens will test the Product and certify functional capabilities as out- conditioning or humidity control failure;
lined in the final application design documentation,and the host data for- e) Service calls necessitated by products not serviced by Siemens;
mat provided by you,and will notify you when the Product is ready for ac- f) Normal wear and tear of disposable items such as magnetic
ceptance testing by you.During the next 10 days,you will: tapes,wet cell batteries and other such operating media;
1) Perform acceptance testing on the Product; g) Services requested outside of Coverage Hours described in the
2) Create one backup copies of the Program in accordance with the Plan,or on an expedited basis;or
terms set forth in Section 6 herein;and h) Any cause other than your ordinary and proper use of the Prod-
3) Sign and return to Siemens, the required documentation with re- uct.
spect to the installation of the Product. Siemens does not warrant that the operation of the Product will be un-
The Product will be deemed accepted by you 10 days after its Cutover interrupted or error free.
Date,unless you notify Siemens in writing within such period,setting forth THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE WAR-
in detail in what respect the Product does not conform to its Specifica- RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX-
tions. Siemens will promptly correct such nonconformity to your reason- PRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED
able satisfaction.The Product will then be deemed accepted by you. TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT-
This Section does not apply to MAC Products. NESS FOR A PARTICULAR PURPOSE.
5. WARRANTY b) The following terms apply to the Product and Services within the
Siemens HiPath ProCenter Standard or Advanced Software CIS
a) The following terms apply to all Products except the Product and
Preload and Installation Services Option as specified in Section 3
Services within the Siemens HiPath ProCenter Standard or Ad- above and as further set forth on Exhibit No. PREM-XX refer-
vanced Software CIS Preload and Installation Services Option as enced on a separate Schedule A:
specified in Section 3 above: The warranty terms for the personal computer, inclusive of its pre-
The warranty period for the original Product commences on its Cut- requisite equipment and software (PC), are described in the vendors'
over Date and continues for one year, except for (a) the Siemens documentation set forth in the packaging of the PC.
WebCSF Software, which has a warranty period of 90 days, and (b)the SIEMENS PROVIDES NO WARRANTY OF ANY KIND, INCLUDING
Siemens HiPath ProCenter Prompt Response IVR Product, which has a BUT NOT LIMITED TO, EXPRESS, STATUTORY OR IMPLIED WAR-
warranty period of one year commencing on the acceptance of the Prod- RANTIES, UNCLUDING THE IMPLIED WARRANTIES OF MERCHANT-
uct.The warranty period for a MAC Product commences on its Installation ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Date and continues for the remainder, if any,of the aforementioned war-
ranty period, unless a different duration is set forth herein or another Sie-
mens Ordering Document. Siemens WebCSF Software when ordered as
Z1071 Rev. 13(5/01) Page 2 of 5
6. SOFTWARE LICENSE "Davox Software"means:
a) The following terms apply to all of the Software except the Soft- a) The machine-readable object code version of the Davox com-
ware within the Siemens HiPath ProCenter Standard or Advanced puter programs, including but not limited to, Davox UNISON
Software CIS Preload and Installation Services Option as specs- brand call management system,inclusive of Smart Management
fled in Section 3 above: Center and Predictive Dialer;
Siemens owns, or has licensed from the owner, the Software. Sie- b) Davox published user manuals and documentation;and
mens grants you a non-exclusive license in the United States and Puerto c) Updates,enhancements or revisions;and all copies thereof.
Rico to use those features of the Software authorized by Siemens(a) in 2) Confidentiality
the Product in which it was originally installed (applies only to Siemens You agree and acknowledge that the Davox Software is confidential
HiPath ProCenter Entry, Siemens ACD Siemens HiPath ProCenter and proprietary information. You will not disclose, provide or otherwise
Prompt Response IVR, and Siemens HiPath ProCenter Standard or Ad- make available the Software or any part or copies thereof to any person
vanced Software, when installed on a Siemens HiPath ProCenter Server other than your employees who have a legitimate need therefor, without
Product and/or Siemens HiPath Real-time Server Product),(b)in only one the prior written consent of Siemens and Davox. You will take all appro-
machine at any one time or as otherwise authorized by Siemens in an priate actions by instruction, agreement or otherwise, with any persons
Ordering Document,and(c)only for so long as you are using the Product permitted access to the Software necessary to satisfy your obligations
within your Enterprise. Siemens will provide one copy of the Software, under this Exhibit and the referenced Agreement. All copies of the Soft-
including documentation, with the initial installation of the Product. You ware, whether provided by Siemens or made by you as permitted in the
may make one backup copy of the Software,which is subject to the terms this Exhibit and the referenced Agreement, including without limitation,
of this Agreement and which must include the copyright notice(s)and any translations, compilations or partial copies are the property of Davox and
legend(s). All copies of the Software remain the property of Siemens or its licensors and may not be used or disclosed except as permitted in this
the owner. Exhibit and the referenced Agreement. You will not allow the removal or
You will not modify, reverse engineer, de-compile, disassemble, or defacement of any confidentiality or proprietary notice placed on the Soft-
derive source code from the Software.You also agree not to sublicense, ware. If an unauthorized use or disclosure occurs, you will immediately
rent, lease or assign any Software. No title,ownership or other interest in notify Siemens and take,at your expense,all steps that may be available
the Software is transferred to you,except as expressly stated in this Sec- to recover the Software and to prevent its subsequent unauthorized use or
Lion. dissemination. You will have no confidentiality obligation with respect to
Unless Siemens specifies otherwise, any modifications to, or new re- any portion of the Software that:
leases or versions of,the Software will be provided subject to this Agree- a) You independently developed before receiving the Software un-
ment at applicable charges. der this Exhibit and the referenced Agreement;
Except for Davox, Siemens will grant a license to the party to whom b) You lawfully obtained from a third party under no confidentiality
you transfer possession of the Software pursuant to the terms of the Sie- obligation;or
mens Software License Agreement,which will be available upon request c) Became available to the public other than as a result of an act
at the time you transfer the Software.Transfer of the Software or destruc- or omission by you or any of your employees or consultants.
lion of all your copies of the Software terminates your license from Sie- 3) Ownership
mens. All rights,title and interest to and all applicable rights in patents,copy-
This Section does not apply to third-party Software supplied by Sie- rights and trade secrets in the software or any of its parts shall remain
mens that is distributed with a vendor's license agreement in its Software, vested in Davox or in any third party vendor from whom Davox Corpora-
packaging or documentation, notwithstanding the fact that such Software lion has acquired rights to license the Software,notwithstanding the grant
is included in a Product: of the license pursuant to the terms of this Exhibit and the referenced
1) The Siemens HiPath ProCenter Prompt Response IVR Software Agreement. You will not take any action that jeopardizes Davox's or its
contains the following third-party Software: Microsoft Windows NT licensors' proprietary rights or acquires any right in the Software, except
Server 4.0 Software or Microsoft Windows 2000 Server Software, the limited use rights specified in this Exhibit and the referenced Agree-
which is subject to the Microsoft End User License Agreement en- ment. Davox or its licensors will own all rights in any copy, translation,
closed in the HiPath ProCenter Prompt Response Product's pack- modification or adaptation of, or derivative work based on the Software,
aging. including any improvement or development thereof. You will obtain, at
2) The Siemens HiPath ProCenter Server Product and/or Siemens Siemens' request,the execution of any instrument that may be appropri-
HiPath Real-time Server Product contains the following third-party ate to assign these rights to Davox or its licensors or perfect these rights
Microsoft and Symantec Software: Microsoft Windows NT Server in Davox's or its licensors'name.
4.0 Software is subject to the Microsoft End User License Agree- 4) Restricted Rights
ment, which is attached hereto and incorporated herein by refer- If you are a U.S. Govemment user, the Software, published users
ence as Attachment A. By signing the Schedule A, which refer- manuals and documentation are provided with RESTRICTED RIGHTS.
ences this Exhibit, you are accepting the terms of the Microsoft Use, duplication and disclosure by the U.S. Govemment are subject to
End User License Agreement. Siemens retains all rights, title and restrictions as set forth in Federal Acquisition Regulation (FAR) clause
interest to the Symantec pcAnywhere Software and no Software li- 52.227-19(c)(2)or successor regulation thereto. Contractor/manufacturer
cense is granted to you hereunder. Such Software is an integral is Siemens Enterprise Networks LLC, 1881 Campus Commons Drive
part of the applicable Server Product and is for Siemens'use only. Reston,Virginia 20191.
3) The Siemens HiPath ProCenter Vantage+ Software or Siemens 5)Restricted Use
Vantage+ Software contains the following third-party Software: You may only use the Software for your own use and only on the sin-
Adobe Acrobat Reader Software,which is subject to the electronic 9le Computerized Autodial System, automated call system, Davox UNI-
End User Software License Agreement within the Adobe Acrobat SON brand call management system, Davox Prelude brand call manage-
Reader Software. ment system, predictive dialer, controller unit, personal computer, work-
4) The Comverse Mentor, SafeNet and Ultra Software contains the station or other item of equipment(one machine),for which the Software
following third-party Software: Microsoft Windows NT Server Soft- is first provided or installed, except as otherwise herein provided. If you
ware and Microsoft Windows 95 Software, which is subject to the are unable to operate the Software on one machine due to an equipment
Microsoft End User License Agreement enclosed in the applicable malfunction, the Software may be transferred temporarily to another sin-
Comverse Product's packaging, and Symantec pcAnywhere Soft- gle machine during the period of equipment malfunction.
ware, which is subject to the Symantec Software License Agree- You will not copy the published user manuals and document or techni-
ment enclosed in the applicable Comverse Product's packaging. cal information provided with the Software.
b) The following terms apply to the Software within the Siemens Hi- bDavox has incorporated a derivative Sybase database into its UNISON
Path ProCenter Standard or Advanced Software CIS Preload and r call management system. Due to such license, you are expressly
Services Option as in 3 above and prohibited from creating or altering columns, tables, schemes, or data-
Installation as further set forth on Exhibit No.specified in Section X referenced on a bases,unless such columns,tables,schemes and databases are created
or altered by and within the context of the UNISON system(i.e.,you may
separate Schedule A: not use the Sybase command verbs).
The vendors' software license terms are described in the vendors'
documentation set forth in the packaging of the PC. 7. PATENTS AND COPYRIGHTS
c) The following additional Software terms apply to the Davox UNI- The following terms apply to all Products except the Comverse
SON Product: Mentor, SafeNet or Ultra Products, Davox UNISON Brand Call Man-
1) Definition agement System Product and the Product within the Siemens HiPath
Z1071 Rev.13(5/01) Page 3 of 5
ProCenter Standard or Advanced Software CIS Preload and Installa- credit equal to your net book value for the Product provided you have fol-
tion Services Option as specified in Section 3 above: lowed generally accepted accounting principles.
This Section sets forth Siemens' entire obligation to you regarding Siemens will have no obligation regarding any claim of infringement
claims of patent or copyright infringement. based upon a Product that is:
If a third party claims that a Product provided hereunder that is manu- a) Not manufactured by Siemens or does not bear the Siemens logo;
factured by Siemens or bears the Siemens logo infringes a United States b) Modified by someone other than Siemens;
patent or copyright, Siemens will defend you against that claim at Sie- c) Combined, operated or used with any product, data, apparatus,
mens'expense. Siemens will pay all costs, damages and attorneys'fees software or program not provided by Siemens;or
that a court finally awards,provided that you: d) Outside the United States or Puerto Rico.
a) Give Siemens prompt written notice of any such claim; Notwithstanding anything to the contrary in this Section, Siemens of-
b) Allow Siemens to control the defense and any related settlement fers no patent and copyright indemnification for: Microsoft Windows NT
negotiations;and Server 4.0 Software or Microsoft Windows 2000 Server Software within
c) Fully cooperate with Siemens. the Siemens HiPath ProCenter Prompt Response IVR Product; Microsoft
If such a claim is made or appears likely to be made, you agree to Windows NT Server 4.0 Software or Symantec pcAnywhere Software
permit Siemens to enable you to continue to use the Product or to modify within the Siemens HiPath ProCenter Server Product or Siemens HiPath
or replace it. If none of these alternatives is available on terms that are Real-time Server Product;and Adobe Acrobat Reader Software within the
reasonable in Siemens' judgment, you agree to return the Product to Siemens HiPath ProCenter Vantage+ Software or Siemens Vantage+
Siemens upon Siemens' written request. Siemens will then give you a Software.
Z1071 Rev. 13(5/01) Page 4 of 5
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 ARIS-
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ING 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
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the follow- AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOL-
ing license: LARS(U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decompilation, and NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT Dis-
assembly. You may not reverse engineer, decompile, or disas-
b)
semble the SOFTWARE, except and only to the extent that such
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED activity is expressly permitted by applicable law notwithstanding
HOW TO USE THE SOFTWARE IN THE DEVICE,AND MS HAS this limitation.
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
SUCH USE. You may permanently transfer rights under this EULA only as part
c) NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is of a permanent sale or transfer of the Device,and only if the recipi-
ent agrees to this EULA. If the SOFTWARE is an upgrade, any
provided"AS IS"and with all faults. THE ENTIRE RISK AS TO transfer must also include 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 SOFT-
RANTIES DO NOT ORIGINATE FROM,AND ARE NOT BINDING WARE,see http://www.microsoft.com/exportinu/.
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-
21071 Rev. 13(5/01) Page 5 of 5
SIEMENS
Messaging Products Supplemental Terms Exhibit
Exhibit No.:MST
The supplemental terms set forth in this Exhibit apply to Siemens PhoneMail voice messaging Product,Siemens HiPath Xpressions 470 unified mes-
saging Product and the Siemens Connect Server Product that the Customer(you)has ordered from Siemens Enterprise Networks LLC(Siemens)in an
Ordering Document(Schedule A)that references this Exhibit.The term"Services"means installation,warranty,maintenance support, professional,in-
tegration,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),referenced in such Schedule A,remain in full force and effect.
1. CONDITIONS FOR SERVICES 3. ACCEPTANCE
Subsequent to Siemens' acceptance of the Schedule A, Siemens The Product will be accepted by you 30 days after the Cutover
will provide you with documentation that will describe your and Sie- Date, unless you notify Siemens in writing within such period and
mens' implementation responsibilities. Your obligations set forth specify in what respect the Product does not conform to its Specifica-
therein must be performed on or before the dates mutually agreed to tions. Siemens will promptly correct such nonconformity to your rea-
in an installation schedule or similar document(installation schedule), sonable satisfaction. The Product will then be deemed accepted by
and be in compliance with all applicable statutes,laws and regulations. you.
You are responsible for any rigging charges. This Section does not apply to MAC Products.
You will provide Siemens full,free and safe access to your Prem- The following additional terms apply to the original Siemens
ises and the Product(s) so that Siemens can perform its obligations Connect Server Software If you elect to provide the equipment on
under the referenced Agreement. If either party becomes aware of which the Software will operate:
asbestos,hazardous materials or concealed conditions on your Prem- Any third-party programs and equipment provided by you is not
ises,such party agrees to notify the other party promptly,and you will considered a part of the Product's Specifications.
be responsible for correcting all such conditions.The existence of any
such condition may adversely affect your costs and the timeliness of 4. WARRANTY
delivery of the Product(s)and other Services. a) The following terms apply to the Siemens PhoneMail Product:
During the implementation phase of the original Product and,if ap- The warranty period for the original Product commences on its
plicable, subsequent MAC Products, Siemens will provide Product Cutover Date and continues for one year. The warranty period for a
configuration information to you for your review and written approval. MAC Product commences on its Installation Date and continues for
At that time,you will verify that such configuration meets your security the remainder, if any,of the aforementioned warranty period,unless a
requirements with regard to risks of intrusion and unauthorized use different duration is set forth herein or another Siemens Ordering
after the Product's Cutover/Installation Date.SIEMENS WILL NOT BE Document. The following MAC Products receive a stand-alone one-
LIABLE TO YOU FOR ANY COSTS, INCLUDING LONG DISTANCE year warranty period:
OR NETWORKING CHARGES, RESULTING FROM THE USE OF 1) Siemens PhoneMail;or
THE PRODUCT(S) BY YOU, YOUR EMPLOYEES OR ANY THIRD 2) Additional disks or channels installed in a PhoneMail Product.
PARTY,WHETHER OR NOT YOU AUTHORIZE SUCH USE. Siemens warrants that during the warranty period,the Product will
INSTALLATION CHANGE ORDER substantially conform to its Specifications. During the warranty period,
upon notification from you that any nonconformity exists, as long as
Any change(s)to the original Product configuration on a Schedule the nonconformity is not caused by any of the circumstances de-
A will be recorded on an Installation Change Order (ICO) signed by scribed below, Siemens will have the option to repair or replace the
you and Siemens. Such change(s)will be based upon your review and nonconformity in accordance with the Warranty Services as described
acceptance of the revised Product configuration information provided in the SmartServe Support Services Plan (Plan). Provided that the
to you by Siemens on or before the date set forth in the installation original Product is within its warranty period,Siemens will provide War-
schedule. The Purchase Price for additions and/or changes on such ranty Services for MAC Products in accordance with the Warranty
ICO will be at Siemens' then-current list prices, less a discount per- Services in the Plan. If the original Product's warranty period has ex-
centage, if any,to be determined by Siemens.Deletions,if any,will be pired and you have elected Siemens to perform Maintenance Support
credited at the prices at which you originally ordered such items.How- Services under the Plan, Siemens will provide Warranty Services for
ever, any site-specific or miscellaneous materials requested by you the MAC Products in accordance with the Maintenance Support Ser-
may not be deleted. Any further changes will be processed as MAC vices selected by you under the Plan for the original Product. Each
Work Orders priced at Siemens'then-current MAC list prices. replacement Part is either a new part or a serviceable used part. All
In the event an ICO is not required as a result of your review and replaced parts become Siemens'property.
acceptance of the Product configuration information provided to you by If, in Siemens' sole discretion, it is unable to repair or replace the
Siemens,any changes thereafter will be processed as MAC Work Or- nonconforming part(s)of the Product so that it operates as warranted,
ders priced at Siemens'then current MAC list prices. Siemens may, at its option, issue a refund for the actual dollar
2. CUTOVER DATE amount(s) paid for the part(s) that is nonconforming, upon Siemens'
Siemens will make reasonable efforts to meet the intended Cutover receipt Y of such part(s).
at
Date specified in the Schedule A. In addition, such intended Cutover Your will Services bv billed rf red Siemens'Siemens theenrrent howdy anyti ofe and material
Data and any revisions thereto will be recorded on the installation rates for performed by due to of the fallowing
schedule. Siemens will notify you in writing of the actual Cutover Date circumstances:
1) Your
of the Product.The"Cutover Date"means the date on which Siemens 1) failure at follow Siemens'and/instructions or the manufacturer's Product;itstal-
installs the original Product at the Premises in accordance with Sie- lotion,maintenance or vandalism,is tofr, for nin ,wter
mens'published functional specifications(Specifications). Minor omis- 2) Theft,strikes, riots, acts of war,lightning,water,fire
sions or variances in the performance of the Product(s)will not delay and other perils;
the Cutover Date. Under the Siemens Connect Server Software only 3) Work t performns supervision;y eersons other than Siemens personnel or
offering, the "Cutover Date" means the date on which Siemens ships without iv atmosphere,
the Connect Server Software to you. 4) Shock, corrosive humidity control electrical damage, accident, air
This Section does not apply to MAC Products. conditioning or failure;
Siemens is a registered trademark of Siemens AG.
HiPath and Xpressions are trademarks of Siemens AG.
PhoneMail and SmartServe are registered trademarks of Siemens ICN.
Z1074 Rev. 10(5/01) Page 1 of 4
5) Service calls necessitated by products not serviced by Sie- f) Normal wear and tear of disposable items;
mens; g) Services requested outside of Coverage Hours in the Plan, or
6) Normal wear and tear of disposable items such as magnetic on an expedited basis;or
tapes,wet cell batteries and other such operating media; h)Any cause other than your ordinary and proper use of the Prod-
7) Services requested outside of Coverage Hours described in the uct.
Plan,or on an expedited basis;or Siemens does not warrant that the operation of the Product will be
8) Any cause other than your ordinary and proper use of the Prod- uninterrupted or error free.
uct. THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE
Siemens does not warrant that the operation of the Product will be WARRANTY TO YOU, AND REPLACES ALL OTHER WARRAN-
uninterrupted or error free. TIES,EXPRESS,STATUTORY OR IMPLIED,INCLUDING BUT NOT
THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY
WARRANTY TO YOU, AND REPLACES ALL OTHER WARRAN- AND FITNESS FOR A PARTICULAR PURPOSE.
TIES,EXPRESS,STATUTORY OR IMPLIED,INCLUDING,BUT NOT
LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY c) The following terms apply to the Siemens Connect Server
AND FITNESS FOR A PARTICULAR PURPOSE. Product:
1) Software and Media:
b) The following terms apply to the Siemens HiPath Xpressions Siemens warrants that for a period of 90 days after the Cutover
470 Product: Date or, if applicable, the Installation Date, the original Software will
1) Software and Media: substantially conform to its Specifications, and the original media will
Siemens warrants that for a period of 90 days after the Cutover be free from defects in material and workmanship. In addition, Sie-
Date or, if applicable, the Installation Date, the original Server Soft- mens warrants that any additional Software will receive the balance of
ware and Desktop Subscribers Client Software will substantially con- the original Software's warranty period, if any, and any additional me-
form to its Specifications and that the original media will be free from dia will receive the balance of the original media's warranty period, if
defects in material and workmanship. In addition, Siemens warrants any.
that any additional Server Software and Desktop Subscribers Client Upon notification from you within this warranty period that the Soft-
Software will receive the balance of the original Server Software and ware does not substantially conform to its Specifications or that the
Desktop Subscribers Client Software's warranty period,if any,and any media is defective,as long as the nonconformity or defective media is
additional media will receive the balance of the original media's war- not caused by any of the circumstances described in the second para-
ranty period,if any. graph of sub-paragraph 3 below,Siemens will have the option to repair
Upon notification from you within this warranty period that the Soft- or replace such Software so that it substantially meets its Specifica-
ware does not substantially conform to its Specifications, or that the tions, or repair or replace the defective media with non-defective me-
media is defective,as long as the nonconformity or defective media is dia, in accordance with the Warranty Services as described in the
not caused by any of the circumstances described in the second para- SmartServe Support Services Plan(Plan).
graph of sub-paragraph 3 below,Siemens will have the option to repair 2) Equipment: This warranty is only applicable if Siemens
or replace such Software so that it substantially meets its Specifica- provides the equipment to you.
Lions, or repair or replace such defective media with non-defective Siemens warrants that for a period of one year after the Cutover
media, in accordance with the Warranty Services as described in the Date or, if applicable, the Installation Date,the original equipment will
SmartServe Support Services Plan(Plan). substantially conform to its Specifications. In addition, Siemens war-
2) Equipment: rants that any additional Connect Server equipment purchased by you
Siemens warrants that for a period of one year after the Cutover for the same Premises will receive the balance of the original equip-
Date or, if applicable,the Installation Date,the original equipment will ment's warranty period,if any.
substantially conform to its Specifications. In addition, Siemens war- Upon notification from you within the warranty period that the
rants that any additional HiPath Xpressions 470 equipment purchased equipment does not substantially conform to its Specifications,as long
by you for the same Premises will receive the balance of the original as the nonconformity is not caused by any of the circumstances de-
equipment's warranty period,if any. scribed in the second paragraph of sub-paragraph 3 below, Siemens
Upon notification from you within the warranty period that the will have the option to repair or replace the equipment so that it is sub-
equipment does not substantially conform to its Specifications,as long stantially meets its Specifications in accordance with the Warranty
as the nonconformity is not caused by any of the circumstances de- Services as described in the Plan. Each replacement Part is either a
scribed in the second paragraph of sub-paragraph 3 below, Siemens new part or a serviceable used part. All replaced Parts become Sie-
will have the option to repair or replace the equipment so that it is sub- mens'property.
stantially meets its Specifications in accordance with the Warranty 3) General:
Services as described in the Plan. Each replacement Part is either a If, in Siemens'sole discretion, it is unable to repair or replace the
new part or a serviceable used part. All replaced Parts become Sie- nonconforming part(s) or defective media within the Product so that
mens'property. the Product operates as warranted, Siemens may, at its option, issue
3) General: a refund for the actual dollar amount(s)paid for the part(s)that is non-
If, in Siemens'sole discretion, it is unable to repair or replace the conforming, or the media that is defective, upon Siemens' receipt of
nonconforming parts) or defective media within the Product so that such part(s)or media.
the Product operates as warranted, Siemens may,at its option, issue You will be billed at Siemens'then-current time and materials rates
a refund for the actual dollar amount(s)paid for the part(s)that is non- for Services performed by Siemens due to any of the following circum-
conforming, or the media that is defective, upon Siemens' receipt of stances:
such part(s)or media. a) Your failure to follow Siemens and/or the manufacturer's installa-
You will be billed at Siemens'then-current time and materials rates lion,maintenance or operation instructions for the Product;
for Services performed by Siemens due to any of the following circum- b) Theft, strikes, riots,vandalism, acts of war,lightning,water,fire
stances: and other perils;
a) Your failure to follow Siemens and/or the manufacturer's instal- c) Work performed by persons other than Siemens personnel or
lation,maintenance or operation instructions for the Product; without Siemens'supervision;
b) Theft, strikes, riots,vandalism,acts of war,lightning,water,fire d) Shock, corrosive atmosphere, electrical damage, accident, air
and other perils; conditioning or humidity control failure;
c) Work performed by persons other than Siemens personnel or e) Service calls necessitated by products not serviced by Siemens;
without Siemens'supervision; f) Normal wear and tear of disposable items;
d) Shock, corrosive atmosphere, electrical damage, accident, air g) Services requested outside of Coverage Hours in the Plan,or on
conditioning or humidity control failure; an expedited basis;or
e) Service calls necessitated by products not serviced by Sie- h)Any cause other than your ordinary and proper use of the Prod-
mens; uct.
Z1074 Rev. 10(5/01) Page 2 of 4
Siemens does not warrant that the operation of the Product will be ware and no Software license is granted to you hereunder. Such
uninterrupted or error free. Symantec pcAnywhere Software is an integral part of Siemens Hi-
THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE Path Xpressions 470 Software and is for Siemens'use only.
WARRANTY TO YOU, AND REPLACES ALL OTHER WARRAN- b) If Siemens provides you with the Siemens Connect Server Prod-
TIES,EXPRESS,STATUTORY OR IMPLIED,INCLUDING BUT NOT uct,model nos.40478,40479,40492,40493,40494,40495,40496
LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY and 40497, each Product contains the following third-party Micro-
AND FITNESS FOR A PARTICULAR PURPOSE. soft and Symantec Software: Microsoft Windows NT Workstation
4.0 Software, inclusive of Microsoft Windows Service Pack 4.0
5. SOFTWARE LICENSE Software, Microsoft Personal Web Server Software and Internet
Siemens owns, or has licensed from the owner,the Software.Sie- Explorer 4.01 or above Software, is subject to the Microsoft End
mans grants you a non-exclusive license in the United States and User License Agreement, which is attached hereto and incorpo-
Puerto Rico to use those features of the Software authorized by Sie- rated herein by reference as Attachment A. By signing the Sched-
mens (a) in the Product in which it is initially installed, (b)in only one theul
A,which references this Exhibit,you are accepting the terms of
the Microsoft End User License Agreement.Siemens or its licensor
machine at any one time or as otherwise authorized by Siemens in an retains all rights, title and interest to the Symantec pcAnywhere
Ordering Document and as further set forth herein for the HiPath Software and no Software license is granted to you hereunder.
Xpressions 470 Add-in Software, and (c)only for so long as you are Such Symantec pcAnywhere Software is an integral part of Sie-
using the Product within your Enterprise. The HiPath Xpressions 470 mans Connect Server Software and is for Siemens' l
Add-in Software may only be installed on your desktop equipment that use ony'
has been assigned an HiPath Xpressions 470 Desktop Subscriber Cli- 7. PATENTS AND COPYRIGHTS
ent license. This Section sets forth Siemens'entire obligation to you regarding
Siemens will provide one copy of the Software,including documen- claims of patent or copyright infringement.
tation, with the initial installation of the Product. You may make one If a third party claims that a Product provided hereunder that is
backup copy of the Software, which is subject to the terms of this manufactured by Siemens or bears the Siemens logo infringes a
Agreement and which must include the copyright notice(s) and any United States patent or copyright, Siemens will defend you against
legend(s). All copies of the Software remain the property of Siemens that claim at Siemens'expense. Siemens will pay all costs,damages
or the owner. and attomeys'fees that a court finally awards,provided that you:
You will not modify, reverse engineer,de-compile,disassemble,or a) Give Siemens prompt written notice of any such claim;
derive source code from the Software. You also agree not to subli- b) Allow Siemens to control the defense and any related settle-
cense, rent, lease or assign any Software. No title,ownership or other ment negotiations;and
interest in the Software is transferred to you, except as expressly c) Fully cooperate with Siemens.
stated in this Section. If such a claim is made or appears likely to be made,you agree to
Unless Siemens specifies otherwise, any modifications to, or new permit Siemens to enable you to continue to use the Product or to
releases or versions of, the Software will be provided subject to this modify or replace it. If none of these altematives is available on terms
Agreement at applicable charges. that are reasonable in Siemens' judgment, you agree to retum the
Siemens will grant a license to the party to whom you transfer pos- Product to Siemens upon Siemens'written request. Siemens will then
session of the Software pursuant to the terms of the Siemens Soft- give you a credit equal to your net book value for the Product provided
ware License Agreement, which will be available upon request at the you have followed generally accepted accounting principles.
time you transfer the Software.Transfer of the Software or destruction Siemens will have no obligation regarding any claim of infringement
of all your copies of the Software terminates your license from Sie- based upon a Product that is:
mans. a) Not manufactured by Siemens or does not bear the Siemens
This Section does not apply to third-party Software supplied by logo;
Siemens that is distributed with a vendor's license agreement in its b) Modified by someone other than Siemens;
Software, packaging or documentation, notwithstanding the fact that c) Combined,operated or used with any product,data,apparatus,
such Software is included in a Product. software or program not provided by Siemens;or
a) The Siemens HiPath Xpressions 470 Software contains the follow- d) Outside the United States or Puerto Rico.
ing third-party Microsoft and Symantec Software: Microsoft Win- Notwithstanding anything to the contrary in this Section, Siemens
dows NT Server 4.0 Software is subject to the Microsoft End User offers no patent and copyright indemnification for Microsoft Windows
License Agreement, which is attached hereto and incorporated NT Server 4.0 Software, Microsoft Exchange Server 5.5 Standard Edi-
herein by reference as Attachment A. By signing the Schedule A, tion Software or Symantec pcAnywhere Software within the Siemens
which references this Exhibit, you are accepting the terms of the HiPath Xpressions 470 Product, and Microsoft Windows NT Work-
Microsoft End User License Agreement. Microsoft Exchange station 4.0 Software, inclusive of Microsoft Windows Service Pack 4.0
Server 5.5 Standard Edition Software is subject to the Microsoft Software, Microsoft Personal Web Server Software and Internet Ex-
End User License Agreement, which is enclosed in the HiPath
Xpressions 470 Product's packaging. Siemens or its licensor re- plover 4.01 or above Software, or Symantec pcAnywhere Software
tains all rights,title and interest to the Symantec pcAnywhere Soft- within the Siemens Connect Server Product.
21074 Rev. 10(5/01) Page 3 of 4
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 ARTS"
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ING 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
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the follow- AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOL-
ing license: LARS(U.S.$250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decampllation, and Dis-
assembly. You may not reverse engineer, decompile, or disas-
semble the SOFTWARE, except and only to the extent that such
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED activity is expressly permitted by applicable law notwithstanding
HOW TO USE THE SOFTWARE IN THE DEVICE,AND MS HAS this limitation.
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g) SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
SUCH USE. You may permanently transfer rights under this EULA only as part
of a permanent sale or transfer of the Device,and only if the recipi-
c) NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is ent agrees to this EULA. If the SOFTWARE is an upgrade, any
provided"AS IS"and with all faults. THE ENTIRE RISK AS TO transfer must also include prior versions of the SOFTWARE.
SATISFACTORY QUALITY, PERFORMANCE,ACCURACY, AND h) EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is
AL ,EFFORTTHEREIS(INCLUDING O WLAARKRANTY
OF NEGLIGENCE)INTERFERENCE IS WIER YOU. of US-origin. You agree to comply with all applicable international
ALSO, IS NO AGAINST 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 SOFT-
RANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING WARE,see htto://www.microsoft.com/exoortina/.
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-
Z1074 Rev.10(5/01) Page 4 of 4
SIEMENS
Siemens Hicom 300 H, Hicom 300 E CS, CBX and Desktop Products
Supplemental Terms Exhibit
Exhibit No.:SDST
The supplemental terms set forth in this Exhibit apply to Siemens Hicom 300 H Product including desktop Products;Siemens Hicom 300 E Communi-
cations Server(CS) Product including desktop Products; Siemens 9751 Computerized Branch Exchange (CBX)Product including desktop Products;
Siemens HiPath HG 3800 Product;Siemens Hicom Domain Management System(HDMS)Product;Siemens Hicom Trading System Product;Siemens
Hicom Xpress Telephony Internet Server (TIS) Product including TIS Software (CorNet TIS Product); Siemens Optiset E Fundamentals Computer
Based Training (CBT) Program; Siemens HiPath Teleworking Server Product; Siemens HiPath Teleworking Client application Package for Optiset
Product;Siemens HiPath Teleworking Client application Package for Analog Phones Program,Telident Station Translation System(STS)Product and
IntegraTRAK Product,that the Customer(you)has ordered from Siemens Enterprise Networks LLC(Siemens)in an Ordering Document(Schedule A)
that references this Exhibit. Certain Software is designated by Siemens as a Program and is governed by the licensing terms set forth in Section 6
herein. The term "Services"means installation,warranty, maintenance support, professional, integration, 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 appli-
cable(Agreement),referenced in such Schedule A,remain in full force and effect.
1. CONDITIONS FOR SERVICES 3. CUTOVER DATE
Subsequent to Siemens' acceptance of the Schedule A, Siemens will Siemens will make reasonable efforts to meet the intended Cutover
provide you with documentation that will describe your and Siemens' im- Date specified in the Schedule A.In addition,such intended Cutover Date
plementation responsibilities. Your obligations set forth therein must be and any revisions thereto will be recorded on the installation schedule.
performed on or before the dates mutually agreed to in an installation Siemens will notify you in writing of the actual Cutover Date of the Prod-
schedule or similar document (installation schedule), and be in compli- uct. The "Cutover Date" means the date on which Siemens installs the
ance with all applicable statutes,laws and regulations.You are responsi- original Product at the Premises in accordance with Siemens' published
ble for any rigging charges. I had planned to delete"(installation sched- functional specifications(Specifications). Minor omissions or variances in
ule)"but I use it under Section 2,second sentence so will leave it in here. the performance of the Product(s)will not delay the Cutover Date.
You will provide Siemens full, free and safe access to your Premises This Section does not apply to MAC Products.
and the Product(s)so that Siemens can perform its obligations under the The following additional terms apply to the original Siemens HI-
referenced Agreement. If either party becomes aware of asbestos, haz- Path Teleworking Client(Optiset)Product and Siemens Teleworking
ardous materials or concealed conditions on your Premises, such party Client(Analog)Program:
agrees to notify the other party promptly,and you will be responsible for Siemens will install the Client Optiset Product and Client Analog Pro-
correcting all such conditions. The existence of any such condition may gram on a personal computerprovided b
adversely affect your costs and the timeliness of delivery of the Product(s) p by you in accordance with the
Product's Specifications;however,you will be responsible for installing the
and other Services.
During the implementation phase of the original Product and, if appli- Product and Program on each of your teleworkers personal computers.
cable, subsequent MAC Products, Siemens will provide Product configu- 4. ACCEPTANCE
ration information to you for your review and written approval.At that time, The Product will be accepted by you 30 days after the Cutover Date,
you will verify that such configuration meets your security requirements unless you notify Siemens in writing within such period and specify in
with regard to risks of intrusion and unauthorized use after the Product's what respect the Product does not conform to its Specifications.Siemens
Cutover/Installation Date. SIEMENS WILL NOT BE LIABLE TO YOU will promptly correct such nonconformity to your reasonable satisfaction.
FOR ANY COSTS, INCLUDING LONG DISTANCE OR NETWORKING The Product will then be deemed accepted by you.
CHARGES, RESULTING FROM THE USE OF THE PRODUCT(S) BY This Section does not apply to MAC Products.
YOU, YOUR EMPLOYEES OR ANY THIRD PARTY, WHETHER OR 5. WARRANTY
NOT YOU AUTHORIZE SUCH USE. a) The following terms apply to all Products described above ex-
2. INSTALLATION CHANGE ORDER cept the CorNet TIS Product:
Any change(s) to the original Product configuration on a Schedule A The warranty period for the original Product commences on its Cut-
will be recorded on an Installation Change Order(ICO)signed by you and over Date and continues for one year. The warranty period for a MAC
Siemens.Such change(s)will be based upon your review and acceptance Product commences on its Installation Date and continues for the re-
of the revised Product configuration information provided to you by Sie- mainder, if any,of the aforementioned warranty period,unless a different
mens on or before the date set forth in the installation schedule.The Pur- duration is set forth herein or another Siemens Ordering Document. The
chase Price for additions and/or changes on such ICO will be at Siemens' following MAC Products receive a stand-alone one-year warranty period:
then-current list prices, less a discount percentage, if any, to be deter- a) Additional equipped ports and attached new station Products in-
mined by Siemens.Deletions,if any,will be credited at the prices at which stalled with an added cabinet in a Hicom 300 H, Hicom 300 E CS
you originally ordered such items. However, any site-specific or miscella- or 9751 CBX Product;
neous materials requested by you may not be deleted. Any further b) Any cabinets installed to replace one or more existing cabinets
changes will be processed as MAC Work Orders priced at Siemens'then- within a Hicom 300 H,Hicom 300 E CS or 9751 CBX Product;
current MAC list prices. c) Telident 911 STS Product;
In the event an ICO is not required as a result of your review and ac- d) Siemens BusinessView for Telemanagement;
ceptance of the Product configuration information provided to you by Sie- e) Siemens Optiset E Fundamentals CBT Program;
mens, any changes thereafter will be processed as MAC Work Orders f) Siemens Hicom Domain Management System Product;or
priced at Siemens'then current MAC list prices. g) IntegraTRAK Product.
Siemens warrants that during the warranty period, the Product will
substantially conform to its Specifications. During the warranty period,
Siemens,CorNet,Hicom and Optiset are registered trademarks of Siemens AG.
HiPath is a trademark of Siemens AG.
BusinessView and SmartServe are registered trademarks of Siemens ICN.
Hicom Xpress is a trademark of Siemens ICN.
All other trademarks used herein are the property of their respective owners.
Z1075 Rev. 10(5/01) Page 1 of 4
upon notification from you that any nonconformity exists, as long as the nonconformity is not caused by any of the circumstances described in the
nonconformity is not caused by any of the circumstances described be- second paragraph of sub-paragraph 3 below, Siemens will have the op-
low,Siemens will have the option to repair or replace the nonconformity in tion to repair or replace the equipment so that it substantially meets its
accordance with the Warranty Services as described in the SmartServe Specifications in accordance with the Warranty Services as described in
Support Services Plan (Plan). Provided that the original Product is within the Plan. Each replacement Part is either a new part or a serviceable
its warranty period, Siemens will provide Warranty Services for MAC used part.All replaced Parts become Siemens'property.
Products in accordance with the Warranty Services in the Plan. If the 3) General:
original Product's warranty period has expired and you have elected Sie- If,in Siemens'sole discretion, it is unable to repair or replace the non-
mens to perform Maintenance Support Services under the Plan,Siemens conforming part(s)or defective media within the Product so that the Prod-
will provide Warranty Services for the MAC Products in accordance with uct operates as warranted, Siemens may, at its option, issue a refund for
the Maintenance Support Services selected by you under the Plan for the the actual dollar amount(s) paid for the part(s)that is nonconforming, or
original Product. Each replacement Part is either a new part or a service- the media that is defective, upon Siemens'receipt of such part(s)or me-
able used part.All replaced parts become Siemens'property. dia.
If, in Siemens'sole discretion, it is unable to repair or replace the non- You will be billed at Siemens'then-current time and materials rates for
conforming part(s) of the Product so that it operates as warranted, Sie- Services performed by Siemens due to any of the following circum-
mens may, at its option, issue a refund for the actual dollar amount(s) stances:
paid for the part(s)that is nonconforming, upon Siemens'receipt of such a) Your failure to follow Siemens and/or the manufacturers installation,
part(s). maintenance or operation instructions for the Product;
You will be billed at Siemens' then-current hourly time and material b) Theft, strikes, riots,vandalism, acts of war, lightning,water,fire and
rates for Services performed by Siemens due to any of the following cir- other perils;
cumstances: c) Work performed by persons other than Siemens personnel or with-
a) Your failure to follow Siemens' and/or the manufacturer's installa- out Siemens'supervision;
bon,maintenance or operation instructions for the Product; d) Shock,corrosive atmosphere,electrical damage,accident,air condi-
b) Theft, strikes, riots, vandalism, acts of war, lightning, water, fire tioning or humidity control failure;
and other perils; e) Service calls necessitated by products not serviced by Siemens;
c) Work performed by persons other than Siemens personnel or with- f) Normal wear and tear of disposable items;
out Siemens supervision; g) Services requested outside of Coverage Hours in the Plan,or on an
d) Shock, corrosive atmosphere, electrical damage, accident, air expedited basis;or
conditioning or humidity control failure; h) Any cause other than your ordinary and proper use of the Product.
e) Service calls necessitated by products not serviced by Siemens; Siemens does not warrant that the operation of the Product will be un-
f) Normal wear and tear of disposable items such as magnetic tapes, interrupted or error free.
wet cell batteries and other such operating media; THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE WAR-
g) Services requested outside of Coverage Hours described in the RANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, EX-
Plan,or on an expedited basis;or PRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED
h) Any cause other than your ordinary and proper use of the Product. TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT-
Siemens does not warrant that the operation of the Product will be un- NESS FOR A PARTICULAR PURPOSE.
interrupted or error free.
THE WARRANTY SET FORTH HEREIN IS SIEMENS' SOLE 6. SOFTWARE LICENSE
WARRANTY TO YOU, AND REPLACES ALL OTHER WARRANTIES, Siemens owns, or has licensed from the owner, the Software. Sie-
EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIM- mens grants you a non-exclusive license in the United States and Puerto
ITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND Rico to use those features of the Software authorized by Siemens (a)in
FITNESS FOR A PARTICULAR PURPOSE. the Product in which it is initially installed,and(b)only for so long as you
b) The following terms apply to the CorNet TIS Product: are using the Product within your Enterprise. Siemens will provide one
1) TIS Software and Media: copy of the Software, including documentation,with the initial installation
Siemens warrants that for a period of one year after the Cutover Date of the Product. At that time, Siemens will provide you with a restoration
or, if applicable, the Installation Date, the original TIS Software will sub- copy of the TIS Software. Except for the CorNet TIS Product, you may
stantially conform to the specifications set forth in the Product's published make one backup copy of the Software, which is subject to the terms of
functional specifications (Specifications), and the original media will be this Agreement and which must include the copyright notice(s)and any
free from defects in material and workmanship, In addition,Siemens war- legend(s). All copies of the Software remain the property of Siemens or
rants that any additional TIS Software will receive the balance of the origi- the owner.
nal TIS Software's warranty period, if any, and any additional media will You will not modify, reverse engineer, decompile, disassemble, or
receive the balance of the original media's warranty period,if any. derive source code from the Software. You also agree not to sublicense,
Upon notification from you within this warranty period that the TIS rent, lease or assign any Software. No title,ownership or other interest in
Software does not substantially conform to its Specifications, or that the the Software is transferred to you, except as expressly stated in this Sec-
media is defective,as long as the nonconformity or defective media is not lion'
caused by any of the circumstances described in the second paragraph of Unless Siemens specifies otherwise, any modifications to, or new re-
sub-paragraph 3 below, Siemens will have the option to repair or replace leases or versions of, the Software will be provided subject to this Agree-
such Software so that it substantially meets its Specifications,or repair or ment at applicable charges.
replace such defective media with non-defective media, in accordance Siemens will grant a license to the party to whom you transfer posses-
with the Warranty Services as described in the SmartServe Support Ser- sion of the Software pursuant to the terms of the Siemens Software Li-
vices Plan(Plan). cense Agreement, which will be available upon request at the time you
2) Equipment: transfer the Software. Transfer of the Software or destruction of all your
Siemens warrants that for a period of one year after the Cutover Date copies of the Software terminates your license from Siemens.
or, if applicable,the Installation Date,the original equipment will substan- Siemens may designate certain Software as a Program.Siemens des-
tially conform to the specifications set forth in the Product's published ignates the following Software as Programs: Siemens Optiset E Funda-
functional specifications (Specifications). In addition, Siemens warrants mentals CBT,Siemens HiPath Teleworking Client and Telident STS.The
that any additional equipment purchased by you for the same Premises terms in this Section apply except that:
will receive the balance of the original equipment's warranty period,if any. a) You will receive up to three copies of the Optiset E Fundamentals
Upon notification from you within the warranty period that the equip- CBT Program; however, you may use the Program on only 100
ment does not substantially conform to its Specifications, as long as the machines at any one time;and
Z1075 Rev. 10(5/01) Page 2 of 4
b) You will receive one copy of the HiPath Teleworker Client Pro- Acrobat Reader Software is subject to the electronic End User Li-
grams; however,you may only use the Program as authorized by cense Agreement in the Adobe Acrobat Reader Software, which
Siemens in the Ordering Document. you authorized Siemens to accept on your behalf. Siemens or its
This Section does not apply to third-party Software supplied by Sie- licensor retains all rights, title and interest to the Symantec
mens that is distributed with a vendors license agreement in its Software, pcAnywhere Software and no Software license is granted to you
packaging or documentation, notwithstanding the fact that such Software hereunder. Such Software is an integral part of Siemens HiPath
is included in a Product: Teleworking Server Software and is for Siemens'use only.
a) The Siemens Hicom Trading System Software contains the follow- PATENTS AND COPYRIGHTS
ing third-party Software: Microsoft Windows 3.11 or later version The following terms apply to all Products under this Exhibit ex-
Software, Microsoft DOS 6.22 or later version Software, and Mi- eluding the Siemens CorNet TIS Product,Telldent STS Product and
crosoft Products Carbon Copy for Windows Software, which is IntegraTrak Product:
subject to the respective Software license agreement enclosed This Section sets forth Siemens' entire obligation to you regarding
with each Software packaging or documentation. claims of patent or copyright infringement.
b) The Siemens CorNet TIS Software contains the following third- If a third party claims that a Product provided hereunder that is manu-
party Microsoft, Netscape, Natural MicroSystems and Symantec factured by Siemens or bears the Siemens logo infringes a United States
Software:Microsoft Windows NT Server 4.0 Software is subject to patent or copyright, Siemens will defend you against that claim at Sie-
the Microsoft End User License Agreement, which is attached mens'expense. Siemens will pay all costs,damages and attomeys'fees
hereto and incorporated herein by reference as Attachment A. By that a court finally awards,provided that you:
signing the Schedule A,which references this Exhibit,you are ac- a) Give Siemens prompt written notice of any such claim;
cepting the terms of the Microsoft End User License Agreement. b) Allow Siemens to control the defense and any related settlement
P 9 9 negotiations;and
Netscape Browser Software is subject to the electronic Netscape c) Fully cooperate with Siemens.
Software License Agreement in that Software,which you author- If such a claim is made or appears likely to be made, you agree to
ized Siemens to accept on your behalf. Natural MicroSystems Permit Siemens to enable you to continue to use the Product or to modify
Codec Software is subject to the Natural MicroSystems Program or replace it. If none of these alternatives is available on terms that are
License Agreement enclosed in the CorNet TIS Product's packag- reasonable in Siemens' judgment, you agree to return the product to
ing. Siemens or its licensor retains all rights, title and interest to Siemens upon Siemens' written request. Siemens will then give you a
credit equal to your net book value for the Product provided you have fol-
the Symantec pcAnywhere Software and no Software license is lowed generally accepted accounting principles.
granted to you hereunder. Such Symantec pcAnywhere Software Siemens will have no obligation regarding any claim of infringement
is an integral part of Siemens CorNet TIS Software and is for based upon a Product that is:
Siemens'use only. a) Not manufactured by Siemens or does not bear the Siemens logo;
c) The Siemens HiPath Teleworking Client Programs contain the fol- b) Modified by someone other than Siemens;
lowing third-party Software: Microsoft TAPI 2.1 Software,which is c) Combined, operated or used with any product, data, apparatus,
software or program not provided by Siemens;or
subject to the electronic End User License Agreement in the TAPI
d) Outside the United States or Puerto Rico.
2.1 Software;and Adobe Acrobat Reader Software,which is sub- Notwithstanding anything to the contrary in this Section, Siemens of-
ject to the electronic End User License Agreement in the Adobe fers no patent and copyright indemnification for: Microsoft Windows 3.11
Acrobat Reader Software, which you authorized Siemens to ac- or later version Software, Microsoft DOS 6.22 or later version Software,
cept on your behalf. and Microsoft Products Carbon Copy for Windows Software within the
d) The Siemens HiPath Teleworking Server Software contains the Siemens Hicom Trading System Software; Microsoft TAPI 2.1 Software
following third-party Microsoft, Adobe and Symantec Software: and Adobe Acrobat Reader Software within the Siemens HiPath Tele-
Microsoft Windows NT Server 4.0 Software is subject to the Mi- working Client Programs;and Microsoft Windows NT Server 4.0 Software,
Adobe Acrobat Reader Software and Symantec pcAnywhere Software
crosoft End User License Agreement, which is attached hereto
within the Siemens HiPath Teleworking Server Software.
and incorporated herein by reference as Attachment A.By signing
the Schedule A, which references this Exhibit, you are accepting
the terms of the Microsoft End User License Agreement. Adobe
Z1075 Rev. 10(5/01) Page 3 of 4
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 intemational 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 ARIS-
TIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. ING 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
THIS EULA(OR RATIFICATION OF ANY PREVIOUS CONSENT). PURPOSE. IN NO EVENT SHALL MS BE LIABLE FOR ANY
GRANT OF SOFTWARE LICENSE. This EULA grants you the follow- AMOUNT IN EXCESS OF U.S. TWO HUNDRED FIFTY DOL-
ing license: LARS(U.S.5250.00).
a) You may use the SOFTWARE only on the DEVICE. f) Limitations on Reverse Engineering, Decompllatlon, and NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT Dis-
assembly. You may not reverse engineer, decompile, or disas-
b)
semble the SOFTWARE, except and only to the extent that such
TOLERANT. Siemens HAS INDEPENDENTLY DETERMINED activity is expressly permitted by applicable law notwithstanding
HOW TO USE THE SOFTWARE IN THE DEVICE,AND MS HAS this limitation.
RELIED UPON Siemens TO CONDUCT SUFFICIENT TESTING SOFTWARE TRANSFER ALLOWED BUT WITH RESTRICTIONS.
TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR g)
SUCH USE. You may permanently transfer rights under this EULA only as part
c) NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is of a permanent sale or transfer of the Device,and only if the recipi-
ent agrees to this EULA. If the SOFTWARE is an upgrade, any
provided"AS IS"and with all faults. THE ENTIRE RISK AS TO transfer must also include 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.
ALSO, THERE IS NO WARRANTY AGAINST INTERFERENCE of US-origin. You agree to comply with all applicable international
WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST and national laws that apply to the SOFTWARE,including the U.S.
Export Administration Regulations, as well as end-user, end-use
INFRINGEMENT. IF YOU HAVE RECEIVED ANY WARRANTIES
REGARDING THE DEVICE OR THE SOFTWARE,THOSE WAR- and country destination restrictions issued by U.S. and other PANTIES DO NOT ORIGINATE FROM,AND ARE NOT BINDING gov-
ernments. 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 on-
Z1075 Rev.10(5/01) Page 4 of 4
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