exv10w29



 





Exhibit 10.29




AMENDMENT









CA, Inc., One CA Plaza, Islandia, New York 11749, tel: +1 631 342 6000




AMENDMENT 1

to the MSP Agreement

March 30, 2006

between

CA, Inc. (“CA”)

and

InterNetwork Experts, Inc. (“MSP”)



CA and MSP agree to amend the terms and conditions of the Agreement effective December 15, 2006 as
follows:





1. Exhibit A




Exhibit A is hereby deleted in its entirety and replaced with First Revised Exhibit A attached
hereto.




2. Term




The Term of the Agreement is hereby extended through December 14, 2009, subject to the term
limitations specified in the First Revised Exhibit A.




3. Semi-Annual True Up




Section 6.3.5 of the MSP Agreement titled Royalty Reporting and Payment is deleted in its entirety
and replaced with the below:




“On June 15 and December 15 of each year during the Term, MSP shall report to CA in writing the
Actual Use of Network Devices, Active VOIP Ports and Managed Servers (the “Reported Actual Use”)
for the preceding six month period. CA shall thereupon review such report and advise MSP of any
applicable Supplemental Fees due in excess of the Authorized Use identified on the First Revised
Exhibit A. Supplemental Fees will include Authorized Use in excess of the Authorized Use Active
for the preceding six month period as well as the Authorized Use in excess of the Authorized Use
Base Line for the following six month period in accordance with the Supplemental Fees section of
the First Revised Exhibit A. The parties agree that in order to verify the accuracy of MSP’s
report, MSP will, at CA’s request upon reasonable notice, grant CA access to each MSP Operations
Center (OC) Installation Site, and shall provide any further information as CA may reasonably
require.”




4. No Other Terms




The Agreement, this Amendment and its Exhibits and the documents referred to herein comprise the
whole Agreement between the parties. In the event of a conflict between the Amendment 1 and the
MSP Agreement, the Amendment 1 terms shall prevail. All prior oral or written agreements or
representations other than as included in this Agreement are hereby excluded from this Agreement.




THE PARTIES REPRESENT THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.








	 	 	 	 	 	 	 	 	 	 	 
	Accepted by: CA, Inc.	 	 	 	InterNetwork Experts, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signed:

	 	/s/ Srinivas Manepalli 	 	 	 	Signed:	 	/s/ Mark T. Helz 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Srinivas Manepalli 	 	 	 	Name:	 	Mark T. Helz 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	Revenue Manager 	 	 	 	Title:	 	President 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	12/28/2006 	 	 	 	Date:	 	12/20/06 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 









			
	 	 	 
	CA
Initial     /s/ SM     
	 	MSP
Initial     /s/ MH     
	 	 	 
	Legally approved by	 	 






Page 1 of 4









 





FIRST REVISED EXHIBIT A




	 	 	 
	SPECIFICATIONS FOR USAGE OF CA SOFTWARE
	Authorized Use – Base Line	 	Authorized Use – Active
	Network Devices (1-10 Ports) = 1,200
	 	Network Device Count (1-10 Ports) = 1,200
	 
	 	 
	Network Devices (11-25 Ports) = 800
	 	Network Device Count (11-25 Ports) = 800
	 
	 	 
	Network Devices (26+ Ports) = 2,000
	 	Network Device Count (26+ Ports) = 2,000
	 
	 	 
	Total Network Device Count = 4,000
	 	          Total Network Device Count = 4,000
	 
	 	 
	Active VOIP Ports = 20,000
	 	Active VOIP Ports = 20,000
	 
	 	 
	Managed Servers = 50
	 	Managed Servers = 50






	 	 	 
	 	 	SHIPMENT
	CA SOFTWARE - LICENSED PROGRAMS	 	REQUIRED
	Unicenter® Network and Systems Management Managed Resource – Version 11 (Windows)

	 	YES
	Unicenter® Management Portal

	 	YES
	Unicenter® Network and Systems Management

	 	YES
	Unicenter® Network and Systems Management Managed Resource 1-2 Processors-Version 11

	 	YES
	Unicenter® ServicePlus Service Desk

	 	YES
	Unicenter® ServicePlus Dashboard

	 	YES
	Unicenter® Service Desk Knowledge Tools

	 	YES
	Unicenter® Service Desk Knowledge Tools User

	 	YES
	CA eHealth Distributed X-Large

	 	YES
	CA eHealth Distributed Additional Distributed Consoles

	 	YES
	CA eHealth E2E Console

	 	YES
	CA eHealth for Cisco Call Manager — 500 User License

	 	YES
	CA eHealth for Voice — Cisco Unity and Unity Bridge — Platform Level 3

	 	YES
	CA eHealth for Voice — Policy Manager Right to Use License

	 	YES
	CA eHealth for Voice — Policy Manager Per Node, 1-20 Nodes

	 	YES
	CA eHealth for Voice — Voice Quality Monitor Per Agent Base price

	 	YES
	CA eHealth for Voice — Voice Quality Monitor Per Agent, 2-4 agents

	 	YES
	CA eHealth for Voice — Cisco Call Manager Right to Use

	 	YES
	CA eHealth for Voice — Cisco Call Manager Cluster

	 	YES
	CA eHealth for Voice — Cisco Call Manager 10,001 – 25,000 RD

	 	YES
	CA eHealth Integration for SPECTRUM

	 	YES
	CA eHealth Live Health Application

	 	YES
	CA eHealth Live Health Upgrade Elements

	 	YES
	CA eHealth Remote Poller to Distributed xLarge

	 	YES
	CA eHealth Service Availability

	 	YES
	CA eHealth Systems Elements

	 	YES
	CA System Performance Agent

	 	YES
	CA eHealth Traffic Accountant

	 	YES
	CA eHealth Trap Exploder

	 	YES
	CA Spectrum Infinity NOC Unrestricted Device Management

	 	YES
	CA Spectrum Alarm Notification Manager for Infinity/Integrity

	 	YES
	CA Spectrum CA Unicenter Gateway

	 	YES
	CA Spectrum Configuration Manager for Integrity/Infinity

	 	YES
	CA Spectrum Qos Manager for Infinity/Integrity

	 	YES
	CA Spectrum Report Manager for Infinity/Integrity

	 	YES
	CA Spectrum Report Manager Single Concurrent User License

	 	YES
	CA Spectrum Secure Domain Manager

	 	YES
	CA Spectrum Secure Domain Connector

	 	YES
	CA Spectrum Service Manager for Infinity/Integrity

	 	YES






			
	 	 	 
	CA Initial      /s/ SM     
	 	MSP Initial      /s/ MH     
	 	 	 
	Legally approved by	 	 






Page 2 of 4









 






	 	 	 
	 	 	SHIPMENT
	CA SOFTWARE - LICENSED PROGRAMS	 	REQUIRED
	CA Spectrum Service Manager Connector

	 	YES
	CA Spectrum Service Performance Manager for Infinity/Integrity

	 	YES
	CA Spectrum Single Concurrent Administrator License

	 	YES
	CA Spectrum Single Concurrent Oneclick Console Operator License

	 	YES
	CA Spectrum Single Concurrent User License for Service Manager

	 	YES
	CA Spectrum Spectrowatch Editor for Infinity/Integrity

	 	YES
	CA eHealth Universal Elements

	 	YES
	CA Spectrum Report Manager Connector

	 	YES
	CA Spectrum SNMPv3 Management Solution

	 	YES
	CA Spectrum Southbound Gateway Unlimited

	 	YES
	CA CMDB Application Server

	 	YES
	CA CMDB Full License

	 	YES






PRODUCT DELIVERY



Any CA Software identified with “NO” under the heading entitled “Shipment Required” above was
previously delivered to MSP by CA and therefore will not be delivered to MSP at this time. CA
Software identified with a “YES” under such heading will be delivered to MSP upon execution of this
agreement. The CA Software shall be delivered to MSP, either by electronic delivery or in tangible
media F.O.B. Point of Shipment, as CA deems appropriate.




MSP OPERATIONS CENTER (OC) INSTALLATION SITE



1955 Lakeway Drive, Suite 220, Lewisville, TX 75057



TERRITORY (include target market if appropriate): North America




FEES



MSP shall pay to CA a fee inclusive of usage and maintenance of the CA Software through the
expiration of the Term, in the amount of $ 716,620.00, payable as follows:




	 	 	 	 	 
	Due Date	 	Amount Due
	December 15, 2006
	 	$	150,000.00	 
	December 15, 2007
	 	$	283,310.00	 
	December 15, 2008
	 	$	283,310.00	 





MSP agrees to make the first payment listed above on or before the due date through a wire
transfer. For the remaining payments, CA will send MSP an invoice containing the applicable remit
to address or wire transfer information at least 30 days prior to each respective due date. As of
the effective date of this Agreement, the following wire-transfer routing information applies:




Wachovia Bank, NA

1 South Broad Street

Mail Code PA 1227

Philadelphia, PA 19107

ABA# 0312-0146-7

Account Name: CA, Inc.

Account #2000028313816



The Fee stated above includes all remaining committed payment obligations of MSP due prior to the
Effective Date of this Amendment 1 under the MSP Agreement effective March 30, 2006.



Thereafter, at least thirty (30) days prior to the end of the current Term of the Agreement, MSP
shall notify CA in writing of its intention regarding renewal (“Written Notification”). MSP
understands that if MSP does not elect to renew the current term of the License by way of Written
Notification, usage and maintenance shall be cancelled at the end of the current term and shall
be subject to a reinstatement charge.




	 	 	 
	EFFECTIVE DATE:

	 	December 15, 2006
	 
	EXPIRATION DATE:

	 	December 14, 2009






			
	 	 	 
	CA Initial      /s/ SM     
	 	MSP Initial      /s/ MH     
	 	 	 
	Legally approved by	 	 






Page 3 of 4









 





SPECIAL TERMS




LICENSE TERMINATION



All previous Licenses and Order Forms respecting use of the CA Software granted to MSP by CA or any
of its predecessors for the use at the Installation Site set forth above are hereby terminated,
subject, however, to the obligation of MSP to maintain the confidentiality of the CA Software and
comply with the non-disclosure provisions of such terminated Licenses. Any future use of or access
to the CA Software by MSP at any MSP Operations Center Installation Site shall be controlled
exclusively by the terms of this Agreement.




SUPPLEMENTAL FEES



Any Supplemental Fees pursuant to Section 3 of this Amendment shall be calculated as the sum of 1)
the Reported Authorized Use in excess of the Authorized Use Active for the preceding six month
period; and 2) the Reported Authorized Use in excess of the Authorized Use Base Line for the
following six month period; as described below. Notwithstanding any installment payment schedule
for the Initial Fees, the Supplemental Fees shall be paid within thirty (30) days after MSP’s
receipt of CA’s invoice.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease
	 	 	Payment	 	Payment	 	Payment	 	Payment	 	Payment
	 	 	(4,000-5,000)	 	(5001-10,000)	 	(10,001-25,000)	 	(25,001-50,000)	 	(50,001+)
	Network	 	Total Network	 	Total Network	 	Total Network	 	Total Network	 	Total Network
	Devices	 	Devices	 	Devices	 	Devices	 	Devices	 	Devices
	1-10 Ports
	 	$	29.70	 	 	$	26.73	 	 	$	24.06	 	 	$	21.65	 	 	$	19.49	 
	11-25 Ports
	 	$	59.40	 	 	$	53.46	 	 	$	48.11	 	 	$	43.30	 	 	$	38.97	 
	26+ Ports
	 	$	89.10	 	 	$	80.19	 	 	$	72.17	 	 	$	64.95	 	 	$	58.46	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease
	 	 	Payment	 	Payment	 	Payment	 	Payment	 	Payment
	VOIP Ports	 	(20,000 - 40,000)	 	(40,001-60,000)	 	(60,001-80,000)	 	(80,001-100,000)	 	(100,001+)
	Active Ports
	 	$	3.60	 	 	$	3.24	 	 	$	2.92	 	 	$	2.62	 	 	$	2.36	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease	 	Annual Lease
	 	 	Payment	 	Payment	 	Payment	 	Payment	 	Payment	 	Payment
	Servers	 	(50-200)	 	(201-500)	 	(501-1,000)	 	(1,001-5,000)	 	(5,001-10,000)	 	(10,001+)
	Per Managed
Server
	 	$	200.00	 	 	$	180.00	 	 	$	162.00	 	 	$	145.80	 	 	$	131.22	 	 	$	118.10	 






Supplemental Fees will be calculated as follows:



Preceding six month period Supplemental Fee = (Reported Actual Use – Authorized Use Active) X 50% X
Annual Lease Payment X .5



Following six month period Supplemental Fee = (Reported Actual Use – Authorized Use Baseline) X
Annual Lease Payment X .5



Example of Calculating Supplemental Fees with 1,000 additional Network Devices (1-10 Ports), which
results in a Total of 5,000 Network Devices:




	 	 	 	 	 	 	 
	(Reported Actual
Use – Authorized
Use Active) X 50% X
Annual Lease
Payment X .5
	 	(2200 - 1200) X 50% X 29.70 X .5 =	 	$7,425.00	 	Additional payment due for preceding 6 months based on the Reported Actual Use
	 
	 	 	 	 	 	 
	Plus
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(Reported Actual
Use – Authorized
Use Baseline) X
Annual Lease
Payment X .5
	 	(2200 - 1200) X 29.70 X .5 =	 	$14,850.00	 	Additional payment due for following 6 months for the Authorized Use Active
	 
	 	 	 	 	 	 
	 
	 	Total	 	$22,275.00	 	 






			
	 	 	 
	CA Initial      /s/ SM     
	 	MSP Initial      /s/ MH     
	 	 	 
	Legally approved by	 	 







Page 4 of 4