exv10w26



 







EXHIBIT 10.26




Amendment No. 8 to Systems Integrator Agreement



This
Amendment No. 8 (“Amendment”) to the Systems Integrator Agreement dated November 13, 2001, as
amended (the “Agreement”) is entered into by and between Cisco Systems, Inc., a California
corporation (“Cisco”), having its principal place of business at 170 West Tasman Drive, San Jose,
California, 95134, and INX Inc. (formerly known as InterNetwork Experts, Inc.) (“Integrator”), a
Delaware corporation having its principal place of business at 1955 Lakeway Drive, Suite 220,
Lewisville, Texas 75057. Integrator’s right to resell the Services shall commence at the time when
both parties’ authorized representatives have executed this Amendment (the “Effective Date”), as
evidence by their signatures below. Except as modified by this Amendment, all terms and conditions
of the Agreement shall remain in full force and effect. To the extent there is a conflict between
the terms of the Agreement and this Amendment, the terms of this Amendment shall control. Unless
otherwise agreed upon by the parties in writing, this Amendment shall terminate when the Agreement
is terminated or expires.



WHEREAS, Cisco and Integrator have previously entered into the Agreement in order to set forth the
terms and conditions pursuant to which Cisco will provide services to Integrator;



WHEREAS, Cisco and Integrator desire to further amend the Agreement in the manner stated herein;



NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:



The parties hereby agree to amend the Agreement as follows:





	1.	 	Ex. H: EXHIBIT FOR THE RESALE OF CISCO REMOTE OPERATIONS SERVICES (“CISCO
ROS”) is hereby attached to and made a part of the Agreement.




This Amendment is the complete agreement among the parties concerning the subject matter herein and
replaces any prior oral or written communications by the parties, including but not limited to any
prior or existing agreement that Integrator may have or held with NetSolve, Incorporated. There are
no conditions, understandings, agreements, representations, or warranties, expressed or implied,
which are not specified herein. This Amendment may only be modified by a written document executed
by the parties hereto.



Each party warrants and represents that its respective signatories, whose signatures appear below,
have been and are on the date of signature, duly authorized to execute this Amendment.




	 	 	 	 	 	 	 
	INTEGRATOR	 	CISCO SYSTEMS, INC.
	 
	 	 	 	 	 	 
	Authorized Signature:

	 	/s/ Paul Klotz
	 	Authorized Signature:
	 	/s/ Perry Booth
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name:

	 	Paul Klotz
	 	Print Name:
	 	Perry Booth
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Title:

	 	Vice President
	 	Print Title:
	 	Cisco Financial
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	3-7-06
	 	Date:
	 	3/20/06
	 

	 	 
	 	 	 	 





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EXHIBIT H




EXHIBIT FOR THE RESALE OF CISCO REMOTE OPERATIONS SERVICES (“CISCO ROS”)




     This Exhibit (“Exhibit”), and all referenced Attachments, supplement the Agreement, and
pertain to Integrator’s resale of Cisco’s Remote Operations Services (“Services”).



     This Exhibit consists of the following: the Terms and Conditions for the resale of the
Services, Attachment 1 (Glossary of Terms), Attachment 2 (Services Availability), Attachment 3
(Integrator Requirements), Attachment 4 (Pricing), Attachments 5 and 6 (Approval Forms),
Attachment 7 (Limited Warranty statement).



CISCO ROS RESALE TERMS AND CONDITIONS





	1.0	 	DEFINITIONS.
	 
	 	 	All capitalized terms not defined herein shall have the meaning ascribed in Attachment 1
(Glossary of Terms).
	 
	2.0	 	SCOPE. Integrator is authorized on a non-exclusive basis to resell Services to End Users in
the Territory. The Services Integrator is authorized to resell are set forth in Attachment 2
(Services Availability). This Exhibit shall apply to Integrator’s resale of, and Cisco’s
provisioning of, the Services.
	 
	3.0	 	CISCO RIGHTS AND OBLIGATIONS. For each End User to whom Integrator resells Services, Cisco
will use commercially reasonable efforts to provide the Services to Integrator’s End User in
accordance with the following.






	 	3.1	 	Resale of Services. Cisco will make the Services listed in Attachment 2
(Services Availability) available to Integrator for resale to
Integrator’s End Users, subject to the specified limitations.
	 
	 	3.2	 	Communications with End Users. Cisco will, from time to time, communicate
with End Users, regarding such matters as Service activation, support and troubleshooting. All such
communications will be in English unless otherwise agreed by Cisco and the End User. End Users calling Cisco
for technical support should be fluent in English.






	4.0	 	INTEGRATOR RIGHTS AND OBLIGATIONS.






	 	4.1	 	Services Descriptions. When Integrator resells the Services to an End
User, Integrator shall provide at the time of sale to End User a copy of the Service Description of each Service ordered
by the End User. Integrator further agrees to:






	 	(i)	 	provide or ensure that each End User provides the required
Management Connections for each ordered service; and
	 
	 	(ii)	 	ensure that Integrator and End User comply with all
requirements listed in Section 5.0 (Customer Responsibilities) of the Services
Description of each ordered Services; and
	 
	 	(iii)	 	comply with all requirements set forth in Attachment 3 (Integrator
Requirements).






	 	 	 	Integrator may not make any modification(s) to the Service Descriptions, except as
delineated in section 5.2 below. Cisco shall only be obligated to provide the Services
set forth in Attachment 2 (Services Availability) and shall not be obligated to
provide any other services, including, without limitation, any services described in a
Modified Description.
	 
	 	4.2	 	Valid Customer Service Order. Cisco requires a valid Customer Service
Order from Integrator prior to commencing Services to End Users.
	 
	 	4.3	 	Submission of Transaction Details. Orders must state the name of the End
User and provide contact information for the End User employee or contractor who is responsible for
coordinating activation of the





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	 	 	 	Service with Cisco. An Order must also specify the Components that are to be managed by each
ordered Service. Integrator will be responsible for providing all additional information
reasonably requested by Cisco to fill the Order, such as the sites at which Components are
located. Such information may be provided with the Order or promptly following Cisco’s
request.
	 
	 	4.4	 	Ordering. Integrator agrees to be bound by all Orders submitted by Integrator or on
Integrator’s behalf. Each Order shall be limited to a single End User. Orders are subject to acceptance or
rejection by Cisco. An Order received by Cisco will be deemed accepted unless Cisco rejects it in writing (by fax, e-mail or
otherwise) within ten (10) Business Days of receipt.
	 
	 	4.5	 	Supplemental Orders. Integrator may purchase additional quantities of a Service
(“Supplemental Order”) for resale to an End User to which Integrator has previously sold that Service by adding additional
Components to the existing Order for that service and End User (“Existing Order”). The Service Term of
the Supplemental Order will be coterminous with the Service Term of the Existing Order. Supplemental
Orders are subject to acceptance or rejection by Cisco.
	 
	 	4.6	 	Start Date of Service Term.
	 
	 	 	 	A Service may be turned up over the course of several weeks or months, as the End User
makes each Component available for management of that Service. The initial Service Term of
a Service will begin on the Start Date of that Service, whether or not the End User makes
Components available for management on that date. However, as set forth in Section 9.3,
Component-based fees will not be invoiced until the Service is initiated for the Component.
	 
	 	4.7.	 	Activation Schedule. Delays. Rescheduling.






	 	 	Each party will use reasonable efforts to meet the Start Date of each Order accepted by Cisco, and
will promptly inform each other of any expected delays. Either party may defer the scheduled Start
Date of a Service by up to thirty (30) days by notifying the other party at least five (5)
Business Days before the original Start Date. The notice will propose a new Start Date, which will
be subject to the other party’s approval, such approval not to be unreasonably withheld or
delayed.






	 	4.8	 	Cancellation Without Cause.
	 
	 	 	 	Integrator may cancel all or any portion of an accepted Order, without cause, by notice to
Cisco, provided:






	 	(i)	 	if Integrator reschedules activation of a Service for a Component for which
such activation had already been scheduled pursuant to Section 4.7 (Activation
Schedule), Integrator agrees to pay the rescheduling charge for that Component; and
	 
	 	(ii)	 	if Integrator cancels all or substantially all of Integrator’s Order for a
Service for an End User, effective either before the start of or during the Service
Term of that Service, Integrator agrees to pay Cisco the cancellation
fee per Section 9.2.






	 	 	 	In either (i) or (ii) above, Integrator shall pay Cisco the rescheduling or cancellation
fees within thirty (30) days of the effective date of cancellation.
	 
	 	4.9	 	Services Renewal. At the end of the initial Service Term of an Order, that Service
Term will automatically be extended on a month-to-month basis until the Order for that Service is renewed for a
longer term (which will be considered a new Service Term), or cancelled by either party on thirty (30) days notice.
Cisco will give Integrator sixty (60) days notice of any price increases that will apply to such month-to-
month services.





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	 	4.10	 	Effect of Termination. Termination or expiration of this Exhibit does
not terminate Orders previously accepted by Cisco under this Exhibit, except as set
forth in the Term and Termination section of the Agreement.






	5.0	 	COPYRIGHT LICENSE FOR USE OF SERVICE DESCRIPTIONS.






	 	5.1	 	Each Service is described in a Service Description, which also sets forth
requirements for use of that Service.
	 
	 	5.2	 	Service Descriptions are copyrighted by Cisco, and may be used and modified only
as permitted herein. Subject to this Agreement, Cisco grants Integrator a non-exclusive, non-transferable
(except as permitted in Section 4.2) and nonsublicenseable (except as permitted in this Section) license,
during the Term, with respect to the Service Description of each Service that Integrator seek to sell, to:






	 	(i)	 	modify the Service Description by adding Integrator’s
Marks, provided such branding complies with Cisco’s then-current copyright

(http://www.cisco.com/en/US/about/ac50/ac47/copyright_material_guidelines.html) and other brandling guidelines at

http:/www.cisco.com/en/US/about/ac50/ac47/about_cisco_brand_center.html;
	 
	 	(ii)	 	modify the Service Description to create a Modified Description;
	 
	 	(iii)	 	use the Service Description or Modified Description solely
to sell the Service and products or services Integrator bundle with that Service;
	 
	 	(iv)	 	reproduce and distribute the Service Description or Modified
Description solely to End Users and potential End Users, in connection with the
marketing and sale of the Service; and
	 
	 	(v)	 	sublicense third parties to exercise the rights granted in
this Section 5.0, solely to perform services for Integrator.






	6.0	 	USE OF CISCO’S MARKS.






	 	6.1	 	Integrator may use the Cisco Marks solely for use for the Services in connection
with Integrator’s advertisement, promotion and distribution of the Services.
Integrator’s use of Cisco’s Marks must comport with Cisco’s then-current policies.
	 
	 	6.2	 	Notwithstanding section 6.1 above, Integrator may not use Cisco Marks in a
Modified Description, unless approved by Cisco in writing for a specific Modified Description. Cisco may give or
withhold such approval in its sole discretion. Cisco’s approval does not constitute an endorsement or
approval of the contents of the Modified Description, and does not relieve Integrator of full responsibility for
such content.
	 
	 	6.3	 	Before publishing or disseminating any advertisement, promotional materials or
documentation bearing any of Cisco’s Marks, Integrator will deliver a sample of the proposed item to Cisco’s designated
representative for approval, which will not be unreasonably withheld or delayed.
	 
	 	6.4	 	Integrator may not publish or otherwise disseminate any such item until approved by Cisco. All such
advertising and other material will include such statements or other identifying references as Cisco may
reasonably request. Any use of the Cisco Marks by Integrator will inure to Cisco’s benefit.
	 
	 	6.5	 	Cisco (and its respective suppliers as the case may be), own all right, title and
interest in the Marks, the Services and the software used to provide Services. Integrator has paid no
consideration for the use of the Cisco Marks, and nothing in this Exhibit will give Integrator any interest in any of
the Marks.






	7.0	 	USE OF INTEGRATOR’S MARKS.






	 	7.1	 	During the Term, Cisco may list Integrator as an Integrator of Services on
Cisco.com, and in presentations to current and potential investors and customers, using
Integrator’s name and logo.





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	 	7.2	 	Before publishing or disseminating any other form of advertisement or
promotional materials bearing any of Integrator’s Marks, Cisco will deliver a sample of the proposed item to Integrator
for Integrator’s approval, which will not be unreasonably withheld or delayed.
	 
	 	7.3	 	Cisco will not publish or otherwise disseminate any such items until approved by
Integrator. All such advertising and other material will include such statements or other identifying
references as Integrator may reasonably request. Any use by Cisco of Integrator’s Marks will inure to
Integrator’s benefit. Cisco will comply with Integrator’s standard usage guidelines concerning use of Integrator’s
Marks.
	 
	 	7.4	 	Integrator owns all right, title and interest in Integrator’s Marks. Cisco has
paid no consideration for the use of Integrator’s Marks, and nothing in this Agreement will give Cisco any interest
in any of Integrator’s Marks.
	 
	 	7.5	 	Upon termination or expiration of the Agreement or this Exhibit or both, for any
reason, each party will immediately cease all display, advertising and use of the other party’s name and
Marks, and Integrator will cease all use of the Service Descriptions and Modified Descriptions.






	8.0	 	LIMITED SERVICE WARRANTY.
	 
	 	 	The Services are provided with the Limited Service Warranty set forth in Attachment 7
(Limited Warranty Statement).
	 
	9.0	 	PRICE AND PAYMENT TERMS.






	 	9.1	 	Pricing. Cisco’s price(s) and discounts for the Services are set forth
in Attachment 4 (Pricing) and
http://www.cisco.com/partner/services/remote_ops/docs/cros_pricing.xls. All
prices are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes
are billed as a separate item. Integrator may not set off against any invoices any amounts claimed due to
Integrator from Cisco.
	 
	 	9.2	 	Pursuant to Section 9.1 above (Pricing) and Attachment 4 (Pricing), the discount
applicable to Integrator for each Service is based on the term for which the Service is ordered for a specific
End User.
	 
	 	 	 	If the sum of all recurring monthly charges paid by Integrator to Cisco at the time
of cancellation (per Section 4.8) or at the end of Service Term is less than
eighty-five percent (85%) of total recurring contract value, then Integrator agrees
to pay Cisco a sum equal to eighty-five percent (85%) of such recurring contract
value less the total recurring monthly charges actually paid to Cisco by Integrator.
	 
	 	 	 	Integrator shall remit payment to Cisco within thirty (30) days of the cancellation
date or at the end of the applicable Service Term, unless, upon expiration of the
Service Term, Integrator agrees in writing:






(a) to extend that Service Term for the number of whole months necessary to
permit Integrator to achieve the minimum eighty-five percent (85%) of total contract value for that
Service, and




(b) to pay Cisco, during each month of that extension, recurring charges that
are, at a minimum, equal to the amount charged in the final month of the original Service Term.




	 	9.3	 	Invoices. Invoices for recurring charges for a Service will be issued
monthly, in advance (generally on the first day of each calendar month). Each such invoice will include charges only for
those Components for which the Service has been implemented by the Cisco internal billing cut-off date in
the month preceding the date of the invoice. The first invoice for a newly-implemented Component will
include pro-rated charges for the period from the date Service was implemented for the Component until
the start of the current billing period, as well as charges for the current billing period. One-time
charges (initiation and set up fees, cancellation fees, time and materials fees, etc.) will be invoiced as
incurred. Payment for all invoiced charges is due thirty (30) days from the invoice date in U.S. Dollars.





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	 	9.4	 	Additional Terms. Integrator agrees to pay for each
ordered Service at the price in effect on the date
Cisco receives an Order for the Service. Prices may be reduced by
Cisco at any time, and may be increased on ninety (90) days notice. The applicable monthly charge
for each Service is based on the number and types of Components to be managed under that Service, as
referenced in Attachment 4 (Pricing).
	 
	 	 	 	Price reductions and increases will apply to all Orders received
after the effective date of the price change, except that the
price applicable to each Component listed on a Supplemental Order
will be the lower of: (i) the price charged for that Component on
the Existing Order, or (ii) the then-current price for that
Component, applying the same discount tier as applied to the
Existing Order. If Integrator purchases a Service for some
Components for an End User, and later purchase that Service for
additional Components for the same End User, Integrator may take
advantage of the higher discount (if any) that results from
increasing number of Components under management, only if: (a)
Integrator commits to a new one, two or three year Service Term
for all Components, and (b) the new Service Term exceeds the
number of months remaining in the Service Term of the existing
Service.
	 
	 	9.5	 	Resale Price. Integrator is free to determine its resale prices unilaterally. Integrator understands
that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or
unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or
representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the
Services must be, or to inhibit in anyway, Integrator’s pricing discretion with respect to the Services.






	10.0	 	TERMINATION.
	 
	 	 	This Exhibit may be terminated by Cisco and/or Cisco may suspend its
performance of any and all Services on five days notice if Integrator
fails to pay for the Services when due and fails to make such payment
within fifteen (15) days after notice from Cisco of such past due
payment. Integrator will be charged the normal daily rate for suspended
Services during the period of suspension, and a Service restoration
charge may apply. In addition, a deposit may be required prior to
Service restoration.
	 
	11.0	 	TIME AND MATERIAL SERVICE CHARGES — UNCOVERED CAUSES.






	 	11.1	 	Notwithstanding any provision of a Service Description, the Services do not include troubleshooting or
resolution of a reported Network problem, answering calls, or providing on-site assistance to the extent the
reported problem results from, or the time or expenses incurred are due to, an Uncovered Cause.
	 
	 	11.2	 	Subject to the limitations set forth in this Section 11, Integrator agrees to pay Cisco’s then-current time
and material service rates for time and expenses Cisco incurs in providing services due to an Uncovered
Cause. For example, such charges would be incurred if: (i) Integrator’s End User calls Cisco for
assistance regarding a Component that is not managed by Cisco’s Service and Cisco has Integrator’s
permission pursuant to Section 12.1 or (ii) Integrator’s Modified Description of a Service requires Cisco to
change its normal processes or procedures or to incur more time in providing the Service.
	 
	 	11.3	 	Cisco will promptly consult Integrator (or End User, if Cisco has Integrator’s permission pursuant to
Section 12.1) once Cisco determines that a chargeable event has been
identified or is about to occur. Prior to proceeding further, Cisco will require Integrator’s written
authorization, unless pre-authorized pursuant to Section 12 below, to pay for time spent and expenses
beyond that incurred in isolating or identifying a problem.






	12.0	 	OTHER SERVICES CHARGES — AUTHORIZED BY INTEGRATOR OR END USER.






	 	12.1	 	From time to time, one of Integrator’s End
Users may request that Cisco perform services (other than moves,
adds, changes and disconnects) that are beyond the scope of the
Services Integrator has purchased for resale to that End User
(e.g., with respect to an Uncovered Cause). If Integrator checks
“Yes” on Attachment 5 (Approval Form for Cisco to Provide Hourly
Services to End Users), Integrator





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	 	 	 	authorizes Cisco to perform such services, and bill Integrator for those services at
Cisco’s then-current rates.
	 
	 	12.2	 	From time to time, one of Integrator’s End Users may request that Cisco
perform moves, adds, changes and disconnects. If Integrator checks “Yes” on Attachment
6 (Approval Form for Processing End User MACDs), Integrator authorizes Cisco to
perform the services requested by Integrator’s End User, and bill Integrator for those
services at Cisco’s then-current rates.






	13.0	 	DESIGN, REVIEW, ORDER SUSPENSION AND TERMINATION.
	 
	 	 	Cisco will promptly notify Integrator if Cisco concludes that a Network is not reasonably
supportable (for example, because of incorrect wiring of a LAN, protocols not disclosed to
Cisco at the time Cisco accepted the Order, or a Network design that will require unusually
high levels of troubleshooting and support), describing the problem encountered and any
suspected cause(s). Notwithstanding any other provision of this Exhibit or the Agreement:






	 	(i)	 	If Cisco provides such notice prior to the date the Service is
initiated for any Component of the affected Network, Cisco may, without
liability to Integrator, suspend the Order for that Service until the problem is
resolved to Cisco’s satisfaction;
	 
	 	(ii)	 	If Cisco provided such notice after the Service is initiated for a
Component of that Network, Cisco will continue to provide the Service for all
Components for which Service has previously been initiated, but Cisco may,
without liability to Integrator, refuse to initiate the Service for additional
Components until the problem is resolved to Cisco’s satisfaction; and
	 
	 	(iii)	 	Either party may terminate the Order for the affected Service and
End User Network if the problem is not resolved within sixty (60) days of the
date of Cisco’s notice. Cisco will have no liability to Integrator, and
Integrator will have no liability to Cisco, arising from such termination.






	14.0	 	SUSPENSION OF SERVICES FOR MISUSE OF MANAGEMENT CONNECTION.
	 
	 	 	Cisco will have the right to suspend affected Services if a Management Connection
established for use in providing such Services is used for any other purpose (for example,
in an attempt to gain access to Cisco’s network or data). Cisco will promptly inform
Integrator of any such suspension. Integrator will be charged the normal daily rate for
suspended Services during the period of suspension. When Cisco is satisfied that adequate
measures have been implemented to prevent a recurrence of the problem, Services will
promptly be restored.
	 
	15.0	 	GENERAL.






	 	15.1	 	Entitlement. Integrator acknowledges that an End User is entitled to
receive Services only for which Integrator has paid the service fees to Cisco.
	 
	 	15.2	 	Disclosure of Contract Information. Integrator acknowledges and agrees
that in no event shall any of the information contained in this Exhibit or Integrator’s Agreement be disclosed to any
third party.
	 
	 	15.3	 	Representations and Warranties. Integrator shall not make any
representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in
writing. Neither Integrator nor Cisco will make any obligation to End Users on behalf of the other, nor
commit the resources of the other to End Users.
	 
	 	15.4	 	Independent Contractors. The relationship of Cisco and Integrator
established by this Exhibit is that of independent contractors. Nothing in this Exhibit shall be construed to (i) give either
party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties
as joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow
Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial
obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and
other agreements





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	 	 	 	between Integrator and its End Users are Integrator’s exclusive responsibility and
shall have no effect on Integrator’s obligations under this Agreement.
	 
	 	15.5	 	Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any
claim, loss, damage or expense, including reasonable court costs and attorney’s fees, resulting from any claim made by End User
against Cisco hereunder under claim of a third party beneficiary or otherwise. This shall not limit Cisco’s
obligations, subject to the terms and conditions of this Exhibit, to provide the Services described herein.
Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any
and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator,
its employees or its agents including, without limitation, any warranties made in addition to Cisco’s Limited
Services Warranty and for any misrepresentation of Cisco’s reputation or the Services.
	 
	 	15.6	 	No Third Party Beneficiaries. Except as expressly set forth herein, nothing expressed or referred to in this
Exhibit shall be construed to give any person or entity other than the parties to this
Exhibit any legal or equitable right, remedy, or claim under or with respect to this Exhibit or any provision of
this Exhibit. This Exhibit and all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Exhibit.





-Attachment 1 Follows-




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ATTACHMENT 1 to EXHIBIT H

GLOSSARY OF TERMS




The terms identified below define the terms set forth in this Exhibit.




     Agreement means the Cisco Systems Integrator Agreement and all incorporated Exhibits,
amendments, and other identified documents.



     Attachments means the Attachments marked 1 through 7 to this Exhibit, which are incorporated
and made a part of this Exhibit.



     Business
Day(s) means Monday through Friday, excluding Cisco-observed holidays.



     Cisco means Cisco Systems, Inc., a California corporation having its principal place of
business at 170 West Tasman Drive, San Jose, California 95134.



     Cisco.com means Cisco’s suite of on-line Services and information at www.cisco.com,
previously known as CCO.



     Cisco Remote Network Management Services means the Cisco brand services listed in Attachment
2, which are available for resale to End Users per the terms of this Exhibit and Agreement.



     Component(s) means a device, circuit, link, interface, or other component of a Network.



     Customer Service Order — CSO means a written/sealed or electronic order from Integrator to
Cisco for the Services to be provided by Cisco under this Agreement.



     DBU means dial back up.



     Downtime means any time a managed component is not available to perform normal services,
according to the Cisco ROS incident monitoring tools.



     End User means an entity (including Integrator) that purchases a Service from Integrator
solely for the management of its IT infrastructure), and not for further distribution or resale.



     High Risk Activities means on-line control equipment in environments requiring fail-safe
performance, such as in the operation of nuclear facilities, aircraft navigation or aircraft
communication systems, air traffic control, direct life support machines or weapons systems, in
which the failure of the products or services could lead directly to death, personal injury, or severe physical or environmental damage.



     IT means Information Technology.



     Layer 3 means the third layer of the OSI model, also referred to as the “network layer.”




     LAN means Local Area Network.



     Managed
Component(s) means an element for which remote IT-infrastructure management services
are provided by Cisco.



     Management Connections mean the network connections that are required to enable to provide an
ordered Service. These connections are specified in the Service Description of the Service.



     Marks means the name, trademarks, trade names and logos of a party, and the trademarks, trade
names, logos and designations of any of its products or services.



     Modified Description means a Service Description that has been changed by Integrator (by
additions, deletions or otherwise) in any way, for example, to describe other services Integrator
bundle with the Service. Notwithstanding the foregoing, adding Integrator’s Marks to a Service
Description does not, alone, create a Modified Description.



     Network means a set of interconnected and interworking Cisco supported hardware and software.



     Network Availability means the percentage of time that the Network is available to perform
normal services, according to the Cisco ROS incident monitoring tools.



     Network Component means a device or link that makes up part of a network.



     NOC means the Cisco Network Operations Center, the organization that performs management
duties on End User networks.



     Order means a Customer Service Order.



     OSI Model means the Open System Interconnection Reference Model.



Page 9 of 17









 





     The Portal means the online Web user interface supplied for Integrator and End Users to
receive and submit information to and from the NOC.



     Service Description means Cisco will provide the Services and perform the Cisco
responsibilities described in the standard Cisco Service Descriptions located at
http://www.cisco.com/partner/services/remote ops/docs/cros
ServiceDescriptions.pdf (or such
other location of which Cisco may notify Integrator from time to time).




     Service Term means the term for the Services as stated on the CSO.



     Service(s) means Cisco Remote Operations Services (“Cisco ROS”) described in the standard
Cisco Service Description or a mutually agreed upon custom statement of work. The Services can also
include those provided by Cisco per Integrator’s request per the Move, Add, Change process for new
or existing Service Orders.



     Start Date means the date on which Cisco agrees to begin providing an ordered Service,
as set forth on Cisco’s acceptance of the Order for that Service (or if no date is specified there,
then the Start Date requested in Integrator’s Order).



     Territory means the fifty United States.



     Uncovered Cause means (i) the failure of Integrator or Integrator’s End User to comply with
any of the requirements in Section 5.0 (Customer Responsibilities) of a Service Description or in
this Agreement, or Integrator’s failure to comply with any of the Integrator’s responsibilities
listed in this Agreement; (ii) the fault, negligence, act or omission (including operator error) of
anyone other than Cisco and its subcontractors; (iii) inaccurate information provided to us by
Integrator, Integrator’s End User or a third party (such as an equipment or facilities vendor);
(iv) Integrator’s failure to provide an End User the Service Description of a Service (even if
Integrator provided a Modified Description to that End User); (v) an item (including a Component)
that is not managed by a Service; (vi) a Network design provided by anyone other than Cisco; or
(vii) a managed Component or a Network Connection that adversely affects the provision of any
Service or increases our cost of providing that Service.



     VPN mean Virtual Private Network.



     WAN means Wide Area Network.



-End of Attachment 1-




Page 10 of 17









 





ATTACHMENT 2 to EXHIBIT H

Services AVAILABILITY




	 	 	 
	 	 	Services Available and requirements for
	Cisco Remote IT Infrastructure and Change	 	commercial resale in the United States
	Management Services	 	(excluding sales to U.S. Federal Government)
	WAN/LAN — Management
	 	No specialization required
	 
	 	 
	IP Telephony — Management

	 	Must have Cisco IPC Specialization to resell
	 
	 	 
	Security
— Management

	 	Must have Cisco Security Specialization to resell





A current list of Services is provided above. List may be updated from time to time. Current information is available
upon request.




***************




-End of Attachment 2-





Page 11 of 17









 







ATTACHMENT 3 TO EXHIBIT H

INTEGRATOR REQUIREMENTS



INTEGRATOR SHALL MEET ALL OF THE FOLLOWING CRITERIA AS A CONDITION TO THE RIGHT TO RESELL THE
SERVICES:





	1.	 	Integrator shall be in good standing (i.e. at least maintain its partnership status and
remain current on outstanding invoices);
	 
	2.	 	Integrator shall have Cisco’s IPC specialization criteria;
	 
	3.	 	Integrator shall have a corporate main office or be headquartered in the United States; and
	 
	4.	 	Integrator shall be in good CSAT standing (maintaining the minimum score for the U.S. Theatre)





-End of Attachment 3-




Page 12 of 17









 





ATTACHMENT 4 TO EXHIBIT H

PRICING




All pricing terms of Section 9.0 apply. Pricing subject to change.




See the Cisco ROS service descriptions




http://www.cisco.com/partner/services/remote_ops/docs/cros_ServiceDescriptions.pdf for
additional information and a full list of supported equipment.




Cisco ROS
Price List — Volume Variable List (VVL) Price located at:




http://www.cisco.com/partner/services/remote_ops/docs/cros_pricing.xls

Recurring and non-recurring (one-time) fees are rounded to the nearest dollar, actual prices may
vary. Non-recurring fees listed are for existing networks.



All
Services contain two charges (1) one-time service activation fee (non-recurring fees) and (2)
monthly recurring fee.




Prices are determined by device counts and term length.




The following table reflects the discount that Integrator shall receive for monthly recurring fees.




MAC fees are not discounted.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	All Recurring Services
	Months of Term:
	 	 	12	 	 	 	24	 	 	 	36	 
	 	 	 
	Discounts
from VVL Price:
	 	 	15	%	 	 	20	%	 	 	25	%





International Pricing Notes:

If the physical location of the managed device is outside the United States, the price may be
subject to the following increase over the domestic VVL prices:




	 	 	 	 	 
	Canada
	 	 	0	%
	EMEA
	 	 	15	%
	Japan
	 	 	15	%
	Australia
	 	 	15	%
	Latin America
	 	 	25	%
	APAC
	 	 	25	%
	Rest of world
	 	 	25	%






-End of Attachment 4-




Page 13 of 17









 





ATTACHMENT 5 TO EXHIBIT H



APPROVAL FORMS


Approval
Form for Cisco to Provide Hourly Services to End Users



	 	 	 	 	 
	Integrator Name:	  Inx
	 	 	 
	Integrator HQ Address:	  1955 Lavelay Dr. Ste 220
	 

	 	 






	o	 	YES. When Integrator’s End User requests or requires technical assistance or other services
(other than moves, adds, changes and disconnects, as defined on Cisco’s price list) that are
beyond the scope of the Services Integrator have purchased from Cisco (e.g., with respect to
an Uncovered Cause), Integrator HEREBY AUTHORIZES Cisco to e-mail the End User (with copy to
Integrator) requesting the End User’s approval for Integrator to provide that service to the
End User for a quoted hourly rate.




If Integrator checks YES, and if the End User approves Integrator’s providing the service for an
hourly fee, we will provide that service as Integrator’s subcontractor, and will bill Integrator for such services as set forth
in Section 12.0 (Other Services Charges — Authorized by Integrator or End User). Unless Integrator indicates otherwise
below, Cisco will quote the then-standard Professional Services Rate (located in the Move, Add, Change section of
Attachment 4 (Pricing)) to the End User for these services. As a courtesy, if Integrator prefers that Cisco quote a different
hourly rate for such services, enter that hourly rate here:
$          /hour.




	 	 	 	 	 	 	 
	Integrator contact to cc: on authorization form:
	 
	 	 	 	 	 	 
	Integrator contact name:	 	 
	 

	 	 	 	 	 	 
	Cell Phone:	 	 	 	 
	 	 	 	 	 
	Pager:
	 	 	 	 	 	 
	 	 	 
	Email:
	 	 	 	 	 	 
	 	 	 




Approval
will be received from the end-user via email or facsimile before Cisco will render the
requested services.





	x 	 	NO. When Integrator’s End User requests or requires technical assistance or other services
that are beyond the scope of the Services Integrator has purchased from Cisco (e.g., with
respect to an Uncovered Cause), Integrator DOES NOT AUTHORIZE Cisco to e-mail the End User
requesting the End User’s approval for Integrator to provide that service for a quoted
hourly rate.
	 
	 	 	If Integrator checks “No”, Integrator must provide contact information for Integrator’s support
or sales personnel who can be reached 24x7 to provide or authorize the requested or required
services.





	 	 	 	 	 	 	 
	Integrator 24X7 contact name:	 	Integrator 24X7 contact name:
	 

	 	Jon Groves
	 	 	 	Gary Derheim
	 
	 	 	 	 	 	 
	Cell Phone	 	Cell Phone
	 

	 	972-786-4006
	 	 	 	214-893-1409
	 
	 	 	 	 	 	 
	Pager:	 	Pager:
	 
	 	 	 	 	 	 
	Email:	 	Email:
	 

	 	jonathan.groves@inxi.com
	 	 	 	gary.derheim@inxi.com





Designate additional contacts on an attachment to this Exhibit. If contact information
changes, it is Integrator’s responsibility to notify Cisco of the change.




-End of Attachment 5-




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ATTACHMENT 6 TO EXHIBIT H

Approval Form For Processing End User MACDs





	 	 	 	 	 
	Integrator Name:	  Inx
	 	 	 
	Integrator HQ Address:	  1955 Lavelay Dr. Ste 220
	 

	 	 






When Integrator’s End User makes request to Cisco for moves, adds, changes or disconnects
(MACDs) as defined on Cisco’s price list, Cisco will be unable to provide the requested service
without Integrator’s written approval. The time for Cisco to provide that service will therefore be
increased by the time it takes to obtain Integrator’s written approval or submission of that
request. If Integrator wants to expedite the MACD process for Integrator’s End Users, Integrator
may authorize Cisco to provide the requested service, and bill Integrator for that service
automatically, by checking “Yes” below:





	o	 	YES. When Integrator’s End User requests MACDs, Integrator HEREBY AUTHORIZES Cisco to provide
the requested service.




If Integrator checks YES, Cisco will provide that service as Integrator’s subcontractor, and
will bill Integrator for such services at the rates set forth in Cisco’s then-current price list. Unless Integrator
indicates otherwise below, Cisco will quote the then-current rates to the End User for these services. As a courtesy, if Integrator
prefers that Cisco quote a different rate for such services, enter
those rates here:           





	x	 	NO. Integrator does not want Cisco to begin processing a MACD request until Cisco receives
Integrator’s specific written authorization in each instance. Integrator understands that
this election will increase the time it takes for Cisco to respond to such requests from
Integrator’s End Users.
	 
	 	 	In either case, Integrator would like Cisco to provide information about MACDs requested by the
End Users to the following contacts:





	 	 	 	 	 	 	 
	Billing contact:	 	Gary Derheim
	 

	 	 	 	 	 	 
	Cell Phone:	 	214.893.1409
	 	 	 	 	 
	Pager:
	 	 	 	 	 	 
	 	 	 
	Email:	 	gary.derheim@inxi.com
	 	 	 
	MAC & Disconnect contact:	 	Jon Groves
	 

	 	 	 	 	 	 
	Cell Phone:	 	972.786.4006
	 	 	 	 	 
	Pager:
	 	 	 	 	 	 
	 	 	 
	Email:	 	jonathan.groves@inxi.com
	 	 	 




Designate any additional contacts on an attachment to this Exhibit. If contact information
changes, it is Integrator’s responsibility to notify Cisco of the change.




-End of Attachment 6-




Page 15 of 17









 





Attachment 7 TO EXHIBIT H

Limited Warranty and Disclaimer for Remote Operations Services


1.0 GENERAL WARRANTY REGARDING ALL SERVICES FOR EACH END USER.



WITH RESPECT TO SERVICES, CISCO’S EXCLUSIVE WARRANTY IS THAT THE SERVICES SHALL BE PERFORMED IN A
WORKMANLIKE FASHION. IN ANY MONTH IN WHICH CISCO HAS BREACHED THIS WARRANTY, CISCO WILL CREDIT
INTEGRATOR UP TO ONE HUNDRED PERCENT (100%) OF THE SERVICE FEES FOR THAT MONTH FOR THE SERVICES. IN
ORDER TO RECEIVE A CREDIT, INTEGRATOR MUST NOTIFY CISCO IN WRITING WITHIN THIRTY (30) DAYS
FOLLOWING THE END OF THE MONTH DURING WHICH THE SERVICES WERE PROVIDED STATING (I) THE REASON
INTEGRATOR IS DISSATISFIED WITH THE SERVICES AND (II) THE AMOUNT OF SERVICE FEES INTEGRATOR
REQUESTS TO BE CREDITED. ANY CREDIT PAID BY CISCO TO INTEGRATOR (UP TO THE LIMITS ABOVE) APPLY TO
THE NEXT BILLING CYCLE AND WILL CONSTITUTE INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE
WARRANTY UNDER THIS SECTION 1.0. CISCO SHALL NOT BE OBLIGATED TO CREDIT INTEGRATOR AN AGGREGATE
AMOUNT EXCEEDING TWO MONTHS’ SERVICE FEES IN ANY TWELVE MONTH PERIOD, OR AN AGGREGATE AMOUNT
EXCEEDING THREE MONTHS’ SERVICE FEES IN ANY EIGHTEEN (18) MONTH PERIOD.



2.0 ISDN WARRANTY.




ON MANAGED COMPONENTS CONFIGURED BY CISCO TO USE AN ISDN DIAL BACKUP (DBU) CIRCUIT, INTEGRATORS
ARE RESPONSIBLE FOR ISDN CHARGES ASSOCIATED WITH ANY CONFIGURATION AND TESTING, THE NORMAL
OPERATION OF THE ISDN DBU IN THE EVENT OF A PRIMARY WAN CIRCUIT FAILURE, AND INTEGRATOR-REQUESTED
ACTIVATION OF THE ISDN DBU. IN THE EVENT OF A CONFIGURATION ERROR MADE BY CISCO THAT CAUSES THE
ISDN DBU TO BECOME ACTIVE, INTEGRATOR’S SOLE AND EXCLUSIVE REMEDIES FOR A BREACH OF WARRANTY UNDER
THIS SECTION 2.0 SHALL BE FOR CISCO TO CORRECT THE CONFIGURATION UPON DISCOVERY WITHIN THE CHANGE
MANAGEMENT PROCESS, AND ALSO THAT CISCO MAY CREDIT THE INTEGRATOR FOR UP TO $2,500.00 PER ISDN
LINE PER EVENT.


3.0
NETWORK AVAILABILITY (WAN MANAGEMENT SERVICES ONLY).



NETWORK AVAILABILITY EXTENDS UP TO AND INCLUDING LAYER 3 OF THE OSI MODEL, PROVIDED THAT THE SOURCE
OF THE PROBLEM(S) IS A NETWORK COMPONENT, AND IS CALCULATED AS FOLLOWS:




	 	 	 
	Availability =1-

	 	Total Downtime (in minutes) for all Network Links
	 	 
	 	(#
of minutes in month) x (Total Network Links)






CISCO WARRANTS THAT NETWORK AVAILABILITY WILL BE EQUAL TO OR GREATER THAN 99.5% FOR EACH MONTH
DURING THE SERVICE TERM. IN THE EVENT SUCH NETWORK AVAILABILITY GOAL FOR ANY GIVEN CALENDAR MONTH
IS NOT ACHIEVED, INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF WARRANTY UNDER THIS SECTION
3.0 SHALL BE FOR CISCO TO CREDIT INTEGRATOR 50% OF THE WAN MANAGEMENT CHARGES FOR THAT MONTH, UP TO
A MAXIMUM CREDIT OF $10,000 IF THE CAUSE IS A CARRIER OUTAGE BEYOND CISCO’S REASONABLE CONTROL, OR
UP TO A MAXIMUM CREDIT OF $20,000 FOR ALL OTHER COVERED CAUSES (SEE EXCLUSIONS FROM COVERED CAUSES
BELOW).



FOR PURPOSES OF DETERMINING WHETHER THE MONTHLY NETWORK AVAILABILITY GOAL IS MET, DOWNTIME
EXCLUDES OUTAGES RESULTING FROM (I) VPN SITES; (II) FAILURES OF ANY FACILITIES, EQUIPMENT,
SERVICES, OR THE LIKE WHICH ARE NOT NETWORK COMPONENTS, INCLUDING BUT NOT LIMITED TO LAN
COMPONENTS; (III) FAILURE OF INTEGRATOR TO PERFORM ITS RESPONSIBILITIES DEFINED IN THIS DOCUMENT,
OR ANY FAULT, NEGLIGENCE, OPERATOR ERROR, ACT OR OMISSION OF INTEGRATOR, INCLUDING THE SUPPLYING
OF INACCURATE INFORMATION TO CISCO; (IV) UNAVAILABILITY OF END USER PERSONNEL TO GRANT CISCO
ACCESS TO END USER FACILITIES; (V) FAILURE OF EQUIPMENT OR CARRIER FACILITIES AT HEADQUARTER/HUB
LOCATIONS UNLESS REDUNDANT EQUIPMENT, AND REDUNDANT AND DIVERSE CARRIER FACILITIES ARE IN PLACE
AND OPERATING; (VI) UNAVAILABILITY OF ANY OTHER REQUIRED (PER THE CISCO-APPROVED NETWORK DESIGN)
DIAL BACK-UP OR OTHER REDUNDANT FACILITIES OR EQUIPMENT; (VII) FAILURE OF EQUIPMENT NOT COVERED BY
A MAINTENANCE AGREEMENT WITH CISCO UNLESS INTEGRATOR, END USER OR ITS THIRD PARTY
MAINTENANCE PROVIDER




Page 16 of 17









 




RESTORES THE EQUIPMENT WITHIN AGREED UPON TIMEFRAMES; (VIII) MASS OUTAGES, DEFINED AS
CATASTROPHIC OUTAGES OF END USER’S CARRIER’S NETWORK AFFECTING MULTIPLE END USERS, BEYOND CISCO’S
REASONABLE CONTROL; OR (IX) LOCATIONS OUTSIDE CONTINENTAL UNITED STATES.



4.0 GENERAL DISCLAIMER FOR ALL SERVICES.



4.1 ANY WARRANTIES AND RELATED REMEDIES
IN THIS ATTACHMENT 7 ARE EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES OR REMEDIES,
EXPRESS, STATUTORY, OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE DISCLAIMERS AND
EXCLUSIONS IN THIS ATTACHMENT 7 SHALL APPLY
EVEN IF THE EXPRESS WARRANTIES AND LIMITED
REMEDIES SET FORTH IN THIS ATTACHMENT 7
FAIL OF THEIR ESSENTIAL PURPOSE. IN ANY
EVENT, THE WARRANTIES PROVIDED UNDER THIS
AGREEMENT ARE SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT.



4.2 BECAUSE OF THE CONTINUOUS EVOLUTION
OF THE SOPHISTICATION OF NETWORK THREATS
AND INFRASTRUCTURE TECHNOLOGIES, CISCO
DOES NOT MAKE, AND IT IS ACKNOWLEDGED THAT
CISCO CANNOT MAKE ANY WARRANTY OR
REPRESENTATION THAT ANY SYSTEM ATTACK OR
IMPACTING INCIDENT WILL BE DETECTED OR
PREVENTED.



4.3 INTEGRATOR ACKNOWLEDGES THAT THE
SERVICES ARE NOT DESIGNED OR INTENDED BY
CISCO FOR USE OR RESALE IN, OR FOR
INCORPORATION INTO PRODUCTS OR SERVICES
USED IN HIGH RISK ACTIVITIES. CISCO
SPECIFICALLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY OF ANY KIND WITH RESPECT
TO THE USE OF THE SERVICES IN CONNECTION
WITH ANY HIGH RISK ACTIVITY.




-End of Attachment 7-





Page 17 of 17