exv10w24



 









Exhibit 10.24








AMENDMENT
6 TO SYSTEMS INTEGRATOR AGREEMENT

This Amendment 6 (“Amendment 6”) is made by and between Cisco Systems, Inc., a
California corporation having its principal place of business at 170 West Tasman Drive, San
Jose, CA, 95134 (“Cisco”), and Internetwork Experts, Inc., a Texas corporation having its
principal place of business at 15960 Midway Road, Suite 101, Addison, TX 75001
(“Integrator”), and is entered into as of the date last written below (the “Amendment 6
Effective Date”).



WHEREAS, Cisco and Integrator have previously entered into a Systems integrator Agreement
dated November 13, 2001, including amendments to that agreement, if any (the “Agreement”);
and



WHEREAS, Integrator is interested in participating in a pilot of a new Cisco support offering
entitled. Partner Voice Support Offering supported under the Agreement after the Amendment 6
Effective Date; and



NOW WHEREFORE, the parties agree to supplement the Agreement to define the parties’
obligations with respect to the provision of support for Products under the Pilot as
follows:





	1)	 	Attachment 1 to this Amendment, entitled “Partner Voice Support Offering” is attached
hereto and made a part of Exhibit C of the Agreement by this Amendment.




All other terms and conditions of the Agreement remain unchanged and in full force and
effect. This Amendment 6 and the Agreement as amended comprise the complete agreement
between the parties hereto regarding this subject matter. There are no conditions,
understandings, agreements, representations, or warranties, expressed or implied, which are
not specified herein. In the event of a conflict between the Agreement and this Amendment
6, this Amendment 6 will prevail with regard to the subject matter herein.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment 6 to be duly executed.
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
6.




	 	 	 	 	 	 	 
	Internetwork
Experts, Inc. (“Integrator”)	 	Cisco Systems Inc.
“Cisco”
	 
	 	 	 	 	 	 
	By:

	 	/s/ David J. De Young	 	By:	 	/s/ Frank A. Calderoni
	 

	 
	 	 	 
	 

	 	          Its
authorized representative
	 	 	 	          Its
authorized representative
	 
	 	 	 	 	 	 
	Printed Name:

	David J. De Young
	 	Printed Name:
	          FRANK A. CALDERONI
	 

	 	 
	 	 	 	 
	Title: 

	 	General Manager
	 	Title: 
	 	          VP, WW SALES FINANCE
	 

	 
	 	 	 
	Date of signature:

	3/28/05
	 	Date of signature:
	          4/18/05
	 

	 	 
	 	 	 	 





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Amendment
No. 6




ATTACHMENT 1 — PARTNER VOICE SUPPORT OFFERING



The parties agree the following changes will affect Product that is part of a Voice Solution
that has been purchased (that is purchase orders accepted by Cisco) after Amendment 6 Effective
Date. For Product purchased prior to the Amendment 6 Effective Date and for opportunities that do
not qualify as a Voice Solution as defined under this Pilot, Integrator will continue to provide
support in accordance with the terms and conditions set forth in Exhibit C| to the Agreement.




1.1
Definitions.





	 	1.1	 	“Advanced Services” means the services listed in Attachment A, including but
not limited to Focused Technical Support, Network Optimization Support,
Technology Application Support and Total Implementation Services, which are
available for resale to End User only if the End User has Technical Support
Services across the same devices at the End User location.
	 
	 	1.2	 	“Application Software” means non-resident/stand alone Software Voice Product
listed on the Price List.
	 
	 	1.3	 	“Equipment List” means the approved Cisco—provided list of Product covered
under each End User’s Support Agreement, where applicable.
	 
	 	1.4	 	“First Call” means the initial call made by the End User when requesting
assistance with Product.
	 
	 	1.5	 	“First Level Support” means the ability to provide general Voice Product
information (pre-sales and post-sales), Hardware and Software configuration,
installation, and update and feature set upgrade support; collect relevant
technical problem determination information; resolve most Hardware problems,
resolve known problems (through documentation available on Cisco.com),
provide basic internetworking troubleshooting expertise; provide basic support on
the standard Software protocols and features; capture network traces, provide
regular problem resolution status reports to the End User; and maintain
knowledge of the End User’s network.
	 
	 	1.6	 	“Hardware* means tangible Voice Product made available to Integrator.
	 
	 	1.7	 	“Maintenance Contract Number” means the reference number assigned by Cisco
for each Service purchased from Cisco. The Maintenance Contract Number is to
be used by integrator or End User when opening a case with Cisco.
	 
	 	1.8	 	“Other Product” means Product which an End User acquired from sources other
than Integrator.
	 
	 	1.9	 	“Program Descriptions” means the description of Services, found on Cisco.com
at http://www.cisco.com/public/scc/CTA FTS NOS Master.pdf. as of the
purchase date of such Services, to be provided by Cisco to End Users on behalf
of Integrator, and the terms and conditions under which Cisco provides those
Services.
	 
	 	1.10	 	“Second Level Support” means the ability to resolve the majority of complex
configuration problems by troubleshooting and simulation; resolution of most
Hardware, and Software problems; determination of Product specification





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	 	 	 	defects; provision of lab simulation and interoperability and compatibility
testing for new Software and Hardware releases prior to being deployed into an End
User’s production network; definition of an action plan for
troubleshooting/resolution; provision of advanced support on all Software
protocols and features; having the ability to analyze traces, diagnose problems
remotely and provide Cisco with complete steps to reproduce a problem; and lab
testing before deployment of possible fix.






	 	1.11	 	“Services” mean the services available for resale (Technical Support Services
and Advanced Services) listed in Attachment 1 attached hereto and forming part
hereof which are available to the Integrator for resale by the Integrator to End
User and as described in the corresponding Program Description.
	 
	 	1.12	 	“Software” means the machine-readable object code Software programs licensed
by Cisco, and includes Application Software unless otherwise indicated.
	 
	 	1.13	 	“Support Agreement” means the then—current agreement between Integrator and
the End User for the resale of any of the Services Cisco’s
then—current
agreement for Services.
	 
	 	1.14	 	“Technical Support Services” means the SMARTnet and Software Application
Support Services listed in Attachment A.
	 
	 	1.15	 	“Third Level Support” means resolving unknown problems such as problems
reported to TAC for the first time in which no documentation exists for the
problem on Cisco.com or any other format; resolving problems associated with
an identified bug that is not yet published on Cisco.com; fixing or generating
workarounds for Hardware and Software bugs and troubleshooting bugs that
were not diagnosed or resolved during First or Second Level Support.
	 
	 	1.16	 	“Voice Product” means the Cisco Product in the family of voice networking
products that includes IPCBU products (CM, IP Phones, MCS for all
Applications), ECSBU products (Unity, UM, PA), IPCC Express (in CCBU). Unity
Express and Call Manager Express, Voice Switches (Catalyst 6500 and 6500G)
and Gateways (VG248, VG224, DPA, DPA 7610, DPA 7630, ATA 186, ATA 188,
17xx, 2600XM, 2691,2800,3600,3700, 3800, 7200, H323 series routers).
	 
	 	1.17	 	“Voice Solution” means the portion of Integrator’s overall support solution
to End User that contains Product, of which Voice Product represents at least thirty
percent (30%) of the total value based on Price List of the Product purchased at
point of sale.





2.0  Scope.





	 	2.1	 	Partner Voice Support Offering. The support hereunder is intended for
Integrators who provide a Voice Solution offering to End User. Under this pilot,
Integrator will assist Cisco in defining the general core program requirements and
validate program processes for combined services offering between Cisco and
Integrator’s with respect to Voice Product support.. With respect to Integrator’s
support solution, Integrator will focus on incorporating a minimum of Cisco’s
SMARTnet service (i.e., Next Business Day) offering as part of Voice Solution to be
delivered. In its performance of Services under this Pilot, Cisco acts at all times
as Integrator’s subcontractor, retained by Integrator to provide Services specified
in Program Descriptions. Since Voice Product End Users have a specific minimum set of
support needs, Integrator’s goal during the Pilot is to





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	 	 	 	achieve one hundred percent (100%) attach rate of Service to the Voice
Product sales.






	 	2.2	 	Integrator’s participation in this Pilot under this Attachment 1 shall in no
way be construed to create any obligation on the part of Cisco to: (a) offer a Pilot
program in any form beyond the Term; (b) extend the period of the Pilot beyond the
Term; or (c) create and/or offer a generally available Partner Voice Support Offering
during or following the Pilot. Additionally, Integrator understands and acknowledges
that any generally available Partner Voice Support Offering may have program terms
that are materially different than the terms of the Pilot.
	 
	 	2.4	 	Integrator is excluded from reselling Partner Voice Support Offering to
city, local, state and Federal government End Users during the Term of this Pilot.
Resale to these End Users is considered outside the scope of this Pilot and standard
CBR Attach Rate discounting under Exhibit C will apply.






	3.0	 	CISCO RIGHTS AND OBLIGATIONS. In consideration of the Services ordered under this Attachment
and Service fees paid by Integrator, Cisco will use commercially reasonable efforts to
provide Services either to the Integrator, or, directly to Integrator’s End User and on
behalf of the Integrator in accordance with the following.






	 	3.1	 	Service Availability. Cisco will make Services as described in
the corresponding Program Description available to the Integrator for resale to End User
	 
	 	3.2	 	Commencement of Services. Cisco shall only commence providing Services,
to or for the Integrator, under the following conditions:






	 	3.2.1	 	receipt of valid purchase order for Services from Integrator
together with the payment to Cisco of the applicable Service Fees as set out in Section
5, Price and Payment Terms of this Attachment 1. Such purchase order
shall include the End User’s point of sale (POS) information (eg. End
User’s address, etc); and,
	 
	 	3.2.2	 	submission by Integrator of necessary transaction details
including but
not limited to service ordered as identified by Product Code in
Attachment A and relevant End User information; and,
	 
	 	3.2.3	 	receipt from the Integrator of a preliminary Equipment List
setting out all of the Products of the relevant End User covered by the applicable
Support Agreement; and,
	 
	 	3.2.4	 	after receipt of the above documentation, Cisco will:






	 	3.2.4.1	 	validate / confirm the End User’s Product model(s) and serial
numbers; and,
	 
	 	3.2.4.2	 	provide a confirmed or validated copy of the Equipment List
(including charges) and Maintenance Contract Number either to
End User and / or Integrator, as applicable;
	 
	 	at which point Services shall commence.








	 	3.3	 	Services to be provided. Except as otherwise described sub-Section 3.4, Cisco
shall provide, to or for the applicable End User(s), the Services, as described in the
applicable Program Description, on behalf of Integrator for each Service





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purchased
by Integrator hereunder. Integrator hereby confirms having
received a copy of each of the current Program Descriptions from Cisco. Such
Services shall be provided by Cisco for a term which shall end upon the later of:
twelve (12) months from the date of receipt by Cisco of all the documentation set
out in sub-Section 3.2 above; or, the applicable end date for each item or Product
set out In any Equipment List which has been submitted to and validated /
confirmed by Cisco pursuant to sub-Section 3.2 above. In the event that this
Agreement terminates at any time for any reason, then, with respect to any
Services for which Cisco has already received all of the documentation and the
payment as contemplated in sub-Section 3.2, all such Services shall thereafter
continue to be provided until the expiration of the term for the provision of such
Services as set out above in this sub-Section 3.3.




	 	3.4	 	Third Level Support. Cisco will provide 24-hour 7-day a week access to
Cisco’s TAC for Third Level Support on Product supported in Technical Support Services
resold by Integrator as part of a Voice Solution.
	 
	 	3.5	 	Program Review. Cisco will assign Pilot program team that will include
personnel responsible for managing the Cisco-Integrator relationship, driving the
Pilot, managing service delivery and issue resolution. Cisco will conduct monthly
meetings with Integrator for the purpose of discussing Pilot progress and any
operational issues. Additionally, Cisco will monitor Integrator’s Pilot performance
against performance metrics such as: (1) percentage of End User Voice Product
trouble calls escalated by Integrator to Cisco prior to Integrator’s performance of
First Level Support and Second Level Support; (2) percentage of trouble calls
opened directly by End User; (3) percentage of Voice Product RMAs opened;
and (4) mutually agreeable margin information on End User opportunities. Cisco
will share all integrator-specific metric data with the Integrator during the pilot
period.





4.0 INTEGRATOR RIGHTS AND OBLIGATIONS.





	 	4.1	 	Resale of Services. Integrator is authorized, on a non-exclusive basis,
to resell Services to End Users pursuant to the provisions of this Amendment.






	 	4.1.1	 	Representation of Cisco Brand: During the Pilot Term,
Integrator
agrees to identify to End User(s), during pre-sales and post-sales, any
elements of Cisco’s Technical Support Services program offerings which
are contained within Integrator’s branded service offering described to
End User(s). Integrator agrees to include in each of its End User
contracts a copy of the corresponding Program Description for each
Service resold by Integrator to each End User or text similar to that
described in Attachment B that discloses that Integrator has contracted
with Cisco and is utilizing Cisco technical resources in delivering ongoing
support for the Voice Solution of the Integrator’s overall IPC services
solution. Furthermore, Integrator shall ensure that End Users to whom
Integrator resells Services under this Amendment understand their
responsibilities described in each Program Description and comply with
these responsibilities. Additionally, Integrator agrees to submit to Cisco
any marketing or sales collateral developed specifically under this Pilot
for review and approval.
	 
	 	4.1.2	 	Integrator shall execute a Support Agreement with End User,
which shall contain, at a minimum, the terms set forth in Attachment C (End User
Minimum Terms and Conditions for Support Agreement).





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	 	4.2	 	Sales Forecast and Program Review. Integrator agrees to provide Cisco with
its forecasted sales pipeline for Partner Voice Support Offering opportunities
within thirty (30) days from Amendment 6 Effective Date. Also, Integrator agrees
to identify a representative (“Pilot Program Manager”) to interact with the Cisco
assigned Program Manager and attend the monthly and weekly scheduled
meetings and conference calls to review the Pilot.
	 
	 	4.3	 	Technical Support.






	 	4.3.1	 	Integrator will provide an 8-hour, 5-day per week (8x5) help desk to
take End User calls. Integrator will act as the single point of contact for End
User, take the First Call from the End User, and perform initial problem
determination with respect to Voice Solution. For Product in Voice Solution,
Integrator will provide First Level Support and Second Level Support, and then
open TAC case with Cisco if Level Three Support is required, using a Maintenance
Contract Number. For problems related to Product other than Voice Product,
Integrator will open TAC case with Cisco and act as interface between
TAC and the
Enid User. If the End User calls Integrator on device not supported under this
Pilot Integrator will either provide a hot hand-off or designated End User contact
to Cisco TAC when opening TAC case. End User may at any time escalate directly to
Cisco for support without having Integrator open the case with Cisco TAC or manage
the escalation process/dialogue.
	 
	 	4.3.2	 	When End User requests escalation to Cisco, Integrator shall continue to
work with both End User and Cisco until resolution of the case. Integrator
shall be the primary point of contact with End User and any
communication will flow from Cisco to Integrator to End User.
	 
	 	4.3.3	 	All calls opened by Integrator on behalf of the End User shall be handled
and escalated in accordance with the Cisco’s Problem Prioritization and
Escalation Guideline contained in Appendix A to this Attachment.
	 
	 	4.3.4	 	Onsite Services. Integrator will offer onsite support services, with
a minimum of four hour response, to its End User.
	 
	 	4.3.5	 	Remote Alarm Monitoring. Integrator will offer remote alarm monitoring
services on Voice Product to End Users.
	 
	 	4.3.6	 	Cisco will not address any applications-based or other non-Cisco
problems






	 	4.4	 	Performance Measurement Definition. Integrator will assist Cisco in definition
and validation of Partner Voice Support Offering business model eligibility criteria
and participate in testing of business model operational metric(s).
	 
	 	4.5	 	Minimum Voice Product Content. Each Purchase Order submitted by
Integrator must contain a minimum of thirty percent (30%) Voice
Product to be
eligible to participate under this Pilot. Cisco may perform monthly
audits on
integrator’s Voice Solution opportunities to assess eligibility.
	 
	 	4.6	 	Equipment List.






	 	4.6.1	 	Integrator shall ensure that Product for which Services are being provided
under an End User’s Support Agreement are listed in the Equipment List(s).





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	 	4.6.2	 	Integrator must provide thirty (30) days notice of requested
addition(s) to
the Equipment List. In addition, thirty (30) days notice is required for
Product relocations and service level/Product configuration changes,
where applicable. For any Product on the Equipment List which End
User has moved to a new location, Integrator will notify Cisco in writing
(i.e. via facsimile, electronic mail or using Cisco.com).
	 
	 	4.6.3	 	The Equipment List may be revised for new Product, service level
upgrades and Product configuration changes through submission of
Integrator’s Purchase Order requesting such revisions and Cisco’s
acceptance thereof (based on availability). For changes, Cisco will
charge the pro-rated difference from the date upon which the change is
requested to the end of the impacted Equipment List’s term.






	 	4.7	 	Renewal of Support Agreements. Prior to expiration of an Equipment List,
Cisco will send support renewal reminder
notices to both Integrator and its End
User. Upon receipt of Cisco’s notice of
renewal of the Equipment List for the End
User, Integrator will (i) initiate the
renewal process with its End User and
forward
to Cisco the completed renewal with
purchase order or (ii) notify Cisco of
Integrator’s intent to cancel support on
the Equipment List. If a renewal is not
completed or notice of cancellation is not
received by Cisco thirty (30) days prior
to the expiration date of the Equipment
List, Integrator authorizes Cisco to
contact the End User for the express
purpose of determining status of Equipment
List renewals with the understanding that
Cisco reserves the right to renew the
Equipment List directly with the End User
upon expiration date of the Equipment
List.
	 
	 	4.8	 	Warranty Service.






	 	4.8.1	 	Integrator shall provide to its End Users, at no charge, all warranty
service for a minimum of the warranty period set forth in the published
Product warranty provided with the original Product. Warranty shall
commence upon shipment to the End User. Warranty service consists of
the following Software and Hardware replacement services:






	 	4.8.1.1	 	Integrator will distribute Bug Fixes to the End User during the
warranty period.
	 
	 	4.8.1.2	 	Integrator will meet the replacement obligations as set forth in
the then-current published Product warranty applicable to the
particular Product sold to the End User.






	 	4.8.2	 	Returns Coordination. For Product returned to Cisco for replacement
under warranty, Integrator will comply with the following:






	 	4.8.2.1	 	Coordinate the return of all failed parts, freight and insurance
prepaid, to the Cisco designated location. For Product that has
been advance replaced pursuant to the Product warranty terms,
Integrator shall return failed/defective Product within ten (10)
days of receipt of the replacement Product; otherwise, Product
will be invoiced to Integrator at the then current list price.
	 
	 	4.8.2.2	 	Comply with the following RMA procedure:





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	 	4.8.2.2.1	 	Ensure all Products are properly
packaged prior to
being shipped, and will include a written description of
the failure and specification of any changes or
alterations made to the Product. Product returned to
Cisco will conform in quantity and serial number to the
RMA request.
	 
	 	4.8.2.2.2	 	Tag each Product returned with the RMA transaction
number and a brief description of the problem.






	 	4.9	 	Unsupported End User List. If Integrator elects not to support Product under
this Attachment, Integrator shall refer End User information, including but not
limited to End User name, address and phone number to Cisco at the time of
Product purchase or renewal of support. If Product becomes unsupported due to
End User decision at some point subsequent to initial deployment, Integrator
shall refer End User information to Cisco within 90 days of equipment becoming
unsupported.
	 
	 	4.10	 	Case Data. Integrator agrees to provide to Cisco monthly case data for all
cases opened on Integrator’s ticketing system for End User during the Pilot. The data to
be reported will include:
	 
	 	 	 	

Customer, Case Ticket Number, Case Open Date, Case Close Date, Trouble Reported,
Product, Name of Requestor, Cleared Remotely (Y/N), Truck Rolled
(Y/N), Cisco TAC
Involved, Cisco Case Number, Contract Used





5.0 PRICE AND PAYMENT TERMS.





	 	5.1	 	Discounts. The price of Technical Support Services to Integrator for support on
Voice Solution is calculated by applying Cisco’s then-current service list price
less the applicable discount of thirty-five percent (35%). In the event a Purchase
Order received by Cisco from Integrator contains less than 30% Voice Product,
standard Attach Rate discounting under Exhibit C will apply and Integrator shall
make an additional payment to Cisco in an amount equal to the difference
between the actual payment received and the amount that would have been paid
had standard Attach Rate discounting applied. For example, an Integrator with a
twenty-five percent (25%) discount under CBR would owe Cisco an additional ten
percent (10%) of Cisco’s then-current service list price for the Technical Support
Services included in the Purchase Order value on any order that did not contain
30% Voice Product.
	 
	 	5.2	 	The discounts listed above do not apply when Integrator resells Technical
Support Services for Other Product. Integrator discount for Other Product shall
be fifteen percent (15%) off of local Price List.
	 
	 	5.3	 	The discounts listed above do not apply when Integrator resells Advanced
Services. Integrator Discount for Advanced Services shall be ten (10%) percent.
	 
	 	5.4	 	All Services are invoiced annually in advance and payable thirty (30) days from
the invoice date in U.S. Dollars unless otherwise agreed to in writing.
	 
	 	5.5	 	All prices in the Equipment List are exclusive of any taxes and duties which,
if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate
item. In addition, the following items will be billed to Integrator: time and
material fees and Product list price of replaced Product not returned pursuant to the terms
of End User’s Support Agreement.





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	 	5.6	 	Cisco shall have the right to seek payment for Services directly from the End User
in the event Integrator does not remit payment to Cisco pursuant to the payment terms or refuse to
provide Services to End User, provided that before seeking payment for Services directly from End
User or refusing to provide Services to End User, Cisco provides not less than ten (10) days prior
written notice to Integrator.
	 
	 	5.7	 	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 any way, Integrator’s pricing
discretion with respect to the Services.





6.0 GENERAL.





	 	6.1	 	Entitlement. Integrator acknowledges that an End User is entitled to receive support
services only on Product for which Integrator has paid the applicable license and support fees to
Cisco. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary.
	 
	 	6.2	 	Independent Contractors. The relationship of Cisco and Integrator is that of independent
contractors, and nothing contained in this Attachment 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 partners, joint venturers, fiduciaries, 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 between Integrator and its End Users are Integrator’s exclusive responsibility and
shall have no effect on Integrator’s obligations under the Attachment. Integrator shall not
make any representations or warranties of any kind on behalf of Cisco, or with respect to the
content or nature of Services to be provided by Cisco
	 
	 	6.3	 	Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or
expense, including reasonable court costs and attorney’s fees (“Damages”), resulting from any
claim made by End User against Cisco hereunder under claim of a third party beneficiary or
otherwise or which arise out of the representations, acts or failure to act of Integrator.
This shall not limit Cisco’s obligations, subject to the terms and conditions of this
Attachment, to provide the Services described herein
	 
	 	6.4	 	Except for those provisions required to be included pursuant to Section 4, Integrator is
free to determine the contents of its Support Agreement provided that Cisco is under no obligation
to Integrator nor End User to provide any services other than those specified in this Attachment.
Integrator shall indemnify Cisco for any additional commitments or representations whether written
or oral, made on Cisco’s behalf.
	 
	 	6.5	 	URL. Integrator hereby confirms that it has the ability to access, has accessed and has
read, the information made available by Cisco at all of the world wide web
sites/URLs/addresses/pages referred to anywhere throughout this Attachment. Integrator acknowledges
that Cisco may modify any URL address





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or terminate the availability of any information at any address without notice to Integrator.




	7.0	  Term and Termination






	 	7.1	 	Cisco may terminate this Amendment 6, with or without cause, at any time upon at least
thirty (30) days’ prior written notice to Integrator.
	 
	 	7.2	 	This Amendment 6 shall commence on Amendment 6___Effective Date and continue for a period of
six (6) months (‘Term”) unless otherwise extended in writing by mutual agreement of the
parties. This Amendment 6 may also be terminated as provided for in the Agreement. Upon
termination, neither party shall have any further obligations to the other party under this
Attachment 1 and/or Equipment List other than as detailed in
sub-Section 7.3
below. For continuation of support services upon conclusion of the Term, the parties
shall execute a new agreement or an amendment to this Attachment 1 as required by Cisco that
may incorporate any additional program requirements, including any findings which result from
this Pilot. Nothing in this Attachment 1 or the Agreement shall oblige either party to enter
into any new Agreement or further amendment to this Amendment 6.
	 
	 	7.3	 	In the event Cisco’s support obligations to Integrator in respect of an Equipment List
agreed upon by the parties and for which payment has been received by Cisco prior to the expiration
of the term set forth in sub-Section 7.2 above extend beyond the Term set forth in sub-Section 7.2
of this Attachment 1, and provided that Integrator complies with the terms of the Agreement and its
obligations in this Attachment 1, Cisco will provide support to Integrator for the term of such
Equipment List provided that the maximum period of support shall not exceed one (1) year from the
date of such Equipment List.






	8.0  	WARRANTY.






	 	 	NOTHING IN THIS AMENDMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR
SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE
PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO
CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR
TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR
MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR
TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE
FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION
SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL
PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE
AMENDMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S
BEHALF.




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	9.0	 	LIMITATION OF LIABILITY.
	 
	 	 	NOTWITHSTANDING ANYTHING ELSE HEREIN, ALL LIABILITY OF CISCO, ITS SUPPLIERS AND ITS SUBCONTRACTORS
UNDER THIS AMENDMENT SHALL BE LIMITED TO THE AMOUNTS PAID TO CISCO UNDER THE PROGRAM DESCRIPTION
GIVING RISE TO SUCH LIABILITY FOR THE SERVICES THAT WERE PROVIDED DURING THE SIX (6) MONTHS
PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH LIABILITY.
	 
	10.0	 	CONSEQUENTIAL DAMAGES WAIVER.
	 
	 	 	IN NO EVENT SHALL CISCO, ITS SUPPLIERS OR ITS SUBCONTRACTORS BE LIABLE FOR (A) ANY INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST DATA, OR ANY OTHER
INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE OR (B) ANY
COSTS OR EXPENSES FOR THE PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES, EVEN IF CISCO OR ITS
SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF.




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ATTACHMENT A to ATTACHMENT 1




SERVICES AVAILABILITY




	 	 	 	 	 
	      Services	 	Product Code	 	Availability
	Technical Support Services	 	 	 	 
	 
	 	 	 	 
	SMARTnet 8x5xNBD
	 	8x5xNBD (PST)	 	Available in U.S.
	SMARTnet 8x5x4
	 	8x5x4 (PSE)	 	Available in U.S.
	SMARTnet 24x7x4
	 	24x7x4 (PSP)	 	Available in U.S.
	 
	 	 	 	 
	Software Application Services (“SAS”)
	 	SAS (PSS)	 	Available in U.S.
	 
	 	 	 	 
	Software Application Services with Updates (“SASU”)
	 	SAU (PSU)	 	Available in U.S.
	 
	 	 	 	 
	Advanced Services
	 	 	 	 
	 
	 	 	 	 
	Focused
Technical Support (FTS) — configuration as selected and detailed on
Purchase Order
	 	Provided at time of order	 	Availability of Advanced Services must be confirmed with Cisco Sales Representative 
	 
	 	 	 	 
	Network
Optimization Support (NOS) —
configuration as selected and detailed on
Purchase Order
	 	Provided at time   of order	 	Availability of  Advanced Services must be confirmed with Cisco  Sales Representative
	 
	 	 	 	 
	Technology
Application Support (TAS) —

configuration as selected and detailed on
Purchase Order
	 	Provided at time  of order	 	Availability of  Advanced Services must be confirmed with Cisco  Sales Representative
	 
	 	 	 	 
	Total Implementation Services (TIS)
	 	Provided at time  of order	 	Availability of  Advanced Services must be confirmed with Cisco Sales Representative
	 
	 	 	 	 
	Network Deployment Mentoring (NDM)
	 	Provided at time of order	 	 





A current list of Services is provided above. List may be updated from time to



time. Current information is available upon request




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ATTACHMENT
B to ATTACHMENT 1




Integrator/Cisco Support Plan for Cisco IP Communications




Integrator Support Plan



The plan provides:





	 	•	 	Various levels of On-site hardware replacement on covered components,
integrated with Cisco SMARTnet
	 
	 	•	 	Remote Diagnostics
	 
	 	•	 	24x7 Technical Support, integrated with Cisco SMARTnet
	 
	 	•	 	Parts and Labor
	 
	 	•	 	Software patches with Cisco Software Application Support
	 
	 	•	 	Access to software updates with Cisco Software Application Support




As part of Integrator’s solution, Cisco will provide its SMARTnet service consisting of technical
assistance center (TAC), Cisco.com access, hardware support and software support further described
at http://www.cisco.com/public/scc/CTA FTS NOS Master.pdf. Integrator will undertake
certain responsibilities related to Voice products and applications as part of pre-defined
escalation procedures and business process established between Integrator and Cisco.




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ATTACHMENT C to ATTACHMENT 1




MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT



Each Support Agreement is to provide, as a minimum, as follows:





	(1)	 	End User agrees to comply with Cisco’s Export Restrictions.
	 
	(2)	 	End User agrees to comply with Cisco’s standard Software License Agreement for all Cisco
software provided with any Service.
	 
	(3)	 	End User agrees to comply with terms and conditions provided in the Program Description.
	 
	(4)	 	End User will keep all Cisco Confidential Information confidential.
	 
	(5)	 	Sufficient provisions such that Cisco shall be entitled to act as a third party
beneficiary with respect to the enforcement of the terms and conditions herein.
	 
	(6)	 	Cisco or its suppliers’ liabilities shall be limited to the amounts actually paid by End
User to Integrator for the Service giving rise to the liability during the six (6) months preceding
the event or circumstances giving rise to such liability. Liability under each Service shall be
cumulative and not per incident.
	 
	(7)	 	In no event shall Cisco or its suppliers shall be liable for (A) any indirect,
incidental, special, punitive or consequential damages, lost profits or lost data, whether arising
in contract, tort (including negligence) or otherwise or (B) any costs or expenses for the
procurement of substitute equipment or services in each case, even if End Users, Integrator, Cisco,
or its suppliers have been informed of the possibility thereof,
	 
	(8)	 	Cisco makes no warranty to End User of any kind with respect
to the Service(s), express
or implied, including, without limitation, any implied warranties of merchantability, fitness for a
particular purpose and non-infringement of third party rights. Any and all Services provided
hereunder shall be performed in a workmanlike manner.
	 
	(9)	 	Integrator shall attach the applicable Program Description or materially similar text to
each Support Agreement between Integrator and End User.





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APPENDIX “A” TO ATTACHMENT 1




CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE



To ensure that all problems are reported in a standard format, Cisco has established the
following
problem severity definitions.    These definitions will assist Cisco in allocating the appropriate
resources to resolve problems. Integrator must assign a severity to all problems submitted to
Cisco.




PROBLEM SEVERITY DEFINITIONS:




	 	 	 
	Severity 1:

	 	An existing network is down or there is a critical impact to the End User’s
business operation. Cisco, Integrator and End User will commit full-time resources to resolve the
situation.
	 
	Severity 2:

	 	Operation of an existing network is severely degraded, or significant aspects of the
End User’s business operation are being negatively impacted by unacceptable network performance.
Cisco, Integrator and End User will commit full-time resources during Standard Business Hours to
resolve the situation.
	 
	Severity 3:

	 	Operational performance of the network is impaired while most business operations
remain functional. Cisco, Integrator and End User are willing to commit resources during Standard
Business Hours to restore service to satisfactory levels.
	 
	Severity 4:

	 	Information or assistance is required on Cisco product capabilities, installation, or
configuration. There is clearly little or no impact to the End User’s business operation. Cisco,
Integrator and End User are willing to provide resources during Standard Business Hours to provide
information or assistance as requested.





Cisco encourages Integrator to reference this guide when Integrator-initiated escalation is
required. If Integrator does not feel that adequate forward progress or the quality of Cisco
service
is satisfactory, Cisco encourages Integrator to escalate the problem ownership to the appropriate
level of Cisco management by asking for the TAC Duty Manager.




CISCO ESCALATION GUIDELINE:




	 	 	 	 	 	 	 	 	 
	Elapsed	 	 	 	 	 	 	 	 
	Time	 	Severity 1	 	Severity 2	 	Severity 3	 	Severity 4
	1-Hour

	 	Customer Engineering Manager	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4-Hour

	 	Technical Support Director
	 	Customer Engineering Manager	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	24-Hour

	 	Vice President Customer Advocacy
	 	Technical Support Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	48-Hour

	 	President (CEO)
	 	Vice President Customer Advocacy	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	72-Hour

	 	 	 	 	 	Customer Engineering Manager	 	 
	 
	 	 	 	 	 	 	 	 
	96-Hour

	 	 	 	President (CEO)
	 	Technical Support Director
	 	Customer Engineering Manager





Note: Severity 1 problem escalation times are measured in calendar hours 24 hours per day, 7
days per week. Severity 2, 3 and 4 escalation times correspond with Standard Business Hours.



The Cisco representative to which the problem is escalated will take ownership of the problem and
provide the Integrator with updates. Cisco recommends that Integrator-initiated escalation begins
at the Customer Engineering Manager level and proceed upward using the escalation guideline shown
above for reference. This will allow those most closely associated with the support resources to
correct any service problems quickly.




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ACCESSING TAC:




	 	 	 
	North America, South America:

	 	+1-800-553-2447 (within the United States)
	 

	 	+1-408-526-7209
	Europe, Middle East, Africa:

	 	+ 32-2-704-5555
	Asia Pacific:

	 	+1-800-805-227 (within Australia)
	 

	 	+ 61-2-8448-7107






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APPENDIX “B” TO ATTACHMENT 1




CISCO .com ONLINE PARTNER INITIATED CUSTOMER ACCESS (PICA)




Integrator Responsibility.





Integrator shall nominate at least one employee to enable End User Cisco.com access using Cisco.com
administration tools.




Integrator shall forward the following information to Cisco (via electronic mail to
“cco-team@cisco.com”), as soon as possible, for the nominated person(s):




	 	1.	 	Current Service Contract number with Cisco
	 
	 	2.	 	Cisco.com User ID(s)
	 
	 	3.	 	Internet email address(es)





The Integrator’s nominated employee(s) will be responsible for:





	 	1.	 	Providing Cisco.com access to End Users.
	 
	 	2.	 	Assisting Cisco in verifying Cisco.com users previously registered (including but not
limited to providing Cisco with reports detailing End Users registered and eligible for access and
use of Cisco.com), whereby Integrator submitted End User Cisco.com Access Requests on behalf of
their End Users. Assist in moving End Users from the older process to the PICA process.
	 
	 	3.	 	Integrator is responsible for disabling End User’s PICA access when the End User is no
longer eligible.
	 
	 	4.	 	Integrator shall be responsible for ensuring that End Users only download software for
use with Products for which applicable license and support fees have been paid, and shall pay to
Cisco applicable license and support fees for any Products for which support is received through
use of the procedures described in this Appendix B, regardless of whether or not such Product was
originally sold or licensed by the Integrator to the End User.





Integrator Employee Registrations





Employees within the Integrator organization must continue to use the existing system of
registering (i.e. with their Service Agreement number). To ensure correct access, Integrator
employees should never use a special PICA account number for registering online.



End User Eligibility for Cisco.com Access





End User eligibility for Cisco.com access commences when the End User has purchased a Cisco
Product, or service for Cisco Product(s) from the Integrator, and has a support agreement with that
Integrator for such Product.



PICA Process Overview





	 	1.	 	Cisco will assign a unique PICA Registration Number prefix to the nominated person(s)
if one does not already exist.
	 
	 	2.	 	This prefix is the basis of the new PICA Registration Number numbering scheme for End
Users (i.e. FJLxxxx). Each End User Company will have a different number following the prefix (i.e.
FJL4001, FJL4004,
FJL 4035 etc.)
	 
	 	3.	 	If the Integrator wishes to entitle End User access to Cisco.com, the nominated person
logs onto Cisco.com and uses the PICA Administration Tool to entitle End Users.
	 
	 	4.	 	When this option is selected the fields listed below will appear. These fields enable
them to determine the defaults for their customer’s Registration Numbers, and select the services
and support the customer will be able to access via Cisco.com.






	 	•	Company Name
	 
	 	•	Company Address
	 
	 	•	Company City
	 
	 	•	Company Postal Code
	 
	 	•	Country End User is Located In





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	 	• 	Select the PICA Support Options & PICA Commerce Options
	 
	 	• 	Select the Price List that you would like the End User Company to have access to, if
necessary.






	 	5.	 	When correctly entered, selected, and executed, Cisco.com will generate a PICA
Registration Number and Verification Key just for that End User Company, and display it on screen.
For example FJL4012
	 
	 	6.	 	After it is generated online, the PICA Registration Number may only be used within that
End User Company. Only one number per End User Company Is normally permitted.
	 
	 	7.	 	Any number of End User employees may register on Cisco.com with that PICA Registration
Number for example, FJL4012. A unique User ID will be generated for each user that registers.
	 
	 	8.	 	For security reasons, generic or group PICA Registration Numbers are not permitted
under any circumstances.
	 
	 	9.	 	For each registration performed, an email will automatically be sent to the PICA
Administrator with the newly registered user’s registration details.
	 
	 	10.	 	Disabling End User Cisco.com access is also be an online option.




Confidentiality. Integrator acknowledges thai, in the course of performing its duties, Integrator
or the End Users to whom Integrator authorizes Cisco.com access may obtain information relating to
the Products and to Cisco which is of a confidential and proprietary nature (“Proprietary
Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know
how, invention techniques, processes, programs, schematics, Software source documents, data,
financial information, and sales and marketing plans. Integrator shall at all times keep in trust
and confidence all such Proprietary Information, and shall not use such Proprietary Information
other than in the course of its duties under the Agreement, nor shall Integrator disclose any such
Proprietary information without Cisco’s written consent. Integrator further agrees to immediately
return to Cisco all Proprietary Information (including copies thereof) in Integrator’s possession,
custody, or control upon termination of this Agreement at any time and for any reason. Integrator
will indemnify Cisco for unauthorized disclosures of Proprietary Information by Integrator or its
End User.





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