Exhibit 10.1


 


TRANSITION SERVICES AGREEMENT


 


Transition Services Agreement (this “Agreement”) dated as of this 1st day of October, 2007, among
MPC PRO, LLC, a Delaware limited liability company (“Buyer”)
and GATEWAY, INC., a Delaware corporation (“Seller”)
(together, the “Parties”).


 


RECITALS


 


WHEREAS, Purchaser
and Seller are parties to an Asset Purchase Agreement dated as of September 4,
2007 (the “Purchase Agreement”), pursuant to
which Buyer is purchasing from Seller certain assets and liabilities associated
with Seller’s “Professional Division” and that portion of its “Consumer Direct”
division that provides business-related products (collectively, the “Business”);


 


WHEREAS, in
connection with and as a condition precedent to the closing of the transactions
contemplated by the Purchase Agreement, Seller has agreed to provide certain
transition services to Buyer on the terms and conditions hereinafter set forth,
all as contemplated by the Purchase Agreement;


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1. Services Provided.


 


(a)           Commencing on the Closing Date and
during the term of this Agreement, Seller shall provide to Buyer the services
described in the Schedules attached hereto (collectively, the “Services”) for the time period and to the extent specified
with respect to each such Service in the applicable Schedule and upon the other
terms and conditions set forth in this Agreement for the time period and to the
extent specified with respect to each such service in the applicable Schedule
and upon the terms and conditions set forth in the Agreement. All time periods
specified in the Schedules commence on the Closing Date. For the avoidance of
doubt, the Services set forth in the Schedules attached hereto shall be the
only services of any kind that Seller shall be obligated to provide to Buyer
pursuant to this Agreement. Notwithstanding the foregoing, under no
circumstances shall Seller be obligated to (i) provide, or cause to be
provided, any Services in a manner inconsistent with the manner in which such
Services were provided to the Business prior to the Closing Date, except to the
extent explicitly provided in an exhibit or (ii) increase, or cause to be
increased, the amount or scope of such Services beyond the levels that were
provided to the Business prior to the Closing Date, except to the extent
explicitly provided in an exhibit.


 


(b)           Seller agrees to undertake certain
buy/sell activity of components on behalf of Buyer in the course of providing
the Services, which shall include the


 

















 


procuring of components from component
suppliers and the selling of such components to Original Design Manufacturers
(“ODMs”), in connection with and in
support of the manufacture at such ODMs of finished goods that are being
ordered from such ODMs by Seller for subsequent sale to Buyer (“Buy/Sell Activity”). The Buy/Sell Activity shall be
conducted in a manner consistent with Seller’s buy/sell activities for the
Business prior to the Closing Date.


 


(c)           Each of Seller and Buyer shall
appoint a person to act as its project manager (each, a “Project
Manager”) to deal with issues arising out of the performance of this
Agreement and to discuss such issues with the other Party’s Project Manager as
often as reasonably necessary or desirable in order to facilitate the orderly
provision of the Services. The names of the Project Managers initially
designated by the Parties are set forth on Exhibit 1. In the event that any of
the individuals listed on Exhibit 1 (or such individual’s successor) shall
cease for any reason to continue as a Project Manager, the Party for whom such
individual served as Project Manager shall promptly, but in any event within 10
business days following the day such project manager ceased to serve as such,
appoint a replacement Project Manager, and provide notice to the other Parties
hereto of such individual’s name and appointment.


 


(d)           Seller shall have the right to retain
third parties selected by Seller to provide Services on its behalf from time to
time. The use or selection by Seller of any such third party shall be in
Seller’s sole and absolute discretion and shall not be subject to approval by
Buyer; provided that if requested by Buyer,
Seller shall keep Buyer reasonably informed from time to time regarding any
significant use of such third parties. Seller shall remain responsible, in
accordance with the terms of this Agreement, for the performance of any Service
it causes to be so provided by a third party.


 


(e)           Notwithstanding any other provision
of this Agreement, in providing the Services, Seller shall not be obligated to:
(i) hire any additional employees; (ii) maintain the employment of any specific
employee; (iii) purchase, lease or license any additional equipment or
software; or (iv) pay any costs related to the transfer or conversion of data
to Buyer or any alternate supplier of services.


 


(f)            If Seller reasonably believes it is
unable (i) to provide any of the Services because the provision thereof would
result in a significant disruption of Seller’s operations or (ii) in the case
of data systems, to support the function which the data system relates because
of a failure to obtain necessary consents, licenses, sublicenses or approvals,
the Parties shall cooperate in good faith to determine the best alternative
approach. Until such alternative approach is found or the problem otherwise
resolved to the mutual satisfaction of the parties, Seller shall use
commercially reasonable efforts to (1) continue providing the Service or (2) in
the case of data systems, support the function to which the data system relates
or permit Buyer to have access to the data system so that Buyer can support the
function itself. To the extent an agreed-upon written alternative approach
requires payment above and beyond that which is included in Seller’s


 

















 


charge for the Service in question, Buyer
shall be responsible for such payment as a result of such alternative approach.


 


(g)           Notwithstanding any other provision
of this Agreement, if a Buyer Default occurs and is continuing, Seller shall
have no obligation to, and may in its sole discretion refuse to, provide
Services and/or engage in Buy/Sell Activity. For purposes of this Agreement a “Buyer Default” shall be deemed to have occurred upon (i) the
occurrence of any Event of Default under the Note (as such term is defined in
the Purchase Agreement) or (ii) any failure by Buyer (or the Wells Fargo
Business Credit operating division of Wells Fargo Bank, National Association,
on behalf on Buyer) to pay any amounts due pursuant to any Invoice under this
Agreement by the date that is five (5) Business Days after the date on which
such payment is due, subject to the procedures regarding Invoice Objections set
forth in Section 2(e) hereof. Whenever in this Agreement any Party is permitted
or required to make a determination in its “sole discretion”, such Party shall
be entitled to consider only such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting any other Party or
person.


 


Section 2. Fees.


 


(a)           In consideration for the Services to
be provided by Seller hereunder, Buyer shall pay to Seller a total fee of
$6,150,000, payable as follows: (i) eight bi-weekly installments of $723,530
due on the second, fourth, sixth, eighth, tenth, twelfth, fourteenth and
sixteenth Friday after the Closing Date and (ii) one payment of $361,760 due on
the seventeeth Friday after the Closing Date.


 


(b)           If any Extended Services are provided
by Seller pursuant to Section 3(a), Buyer shall pay to Seller $606,000 for each
week or part thereof that Seller performs such Extended Services, payable on
the Friday of every week during which such Extended Services are being
performed.


 


(c)           Buyer shall reimburse Seller for all
software license fees paid by Seller in the course of providing the Services
that would not have been incurred by Seller but for the provision of Services
to Buyer pursuant to this Agreement (“Incremental Software
License Fees”). Prior to providing the Services, Seller shall
provide Buyer with written notice setting forth the expected Incremental
Software License Fees associated with providing such Services to Buyer. If
Buyer provides written or verbal approval of such expected Incremental Software
License Fees, Buyer shall pay the actual Incremental Software License Fees on
the Friday following receipt by Buyer of a notice from Seller setting forth the
amounts actually paid by Seller and amounts owed by Buyer hereunder. If Buyer
does not approve of an expected Incremental Software License Fee, Seller may
decline to provide any Services that Seller reasonably believes requires a
software license for which Buyer has not agreed to pay the applicable
Incremental Software License Fees.


 

















 


(d)           Buyer shall reimburse Seller for all
Buy/Sell Activity undertaken by Seller in the course of providing the Services,
as specified below:


 


(i)       Buyer
shall reimburse Seller for all components, accessories and finished goods
purchased by Seller on behalf of Buyer in the course of providing the Services,
subject to a percentage markup over amounts paid by Seller for such items. Such
percentage markup shall be (i) one-half percent (0.5%) during the first
eight-week period following the Closing Date, (ii) one percent (1%) during the
second eight-week period following the Closing Date and (iii) two percent (2%)
thereafter. At the end of each Invoice Period, Seller shall estimate Buyer’s
portion of the total purchased components, accessories and finished goods based
on Buyer’s proportion of total product production being produced on behalf of
Seller and Buyer by ODMs, with any product production that is in support of
orders from Buyer deemed to be product that is produced for Buyer. Seller shall
then apply the appropriate percentage markup to such estimated Buyer’s portion
of the total purchased components, accessories and finished goods to determine
an estimate of the total amount owed by Buyer to Seller for Buy/Sell Activity
during such Invoice Period (the “Estimated Buy/Sell Total”).
If the actual amount of purchased components, accessories and finished goods
attributable to Buyer for an Invoice Period after applying the appropriate percentage
markup to such amount (the “Actual Buy/Sell Total”)
is less than the corresponding Estimated Buy/Sell Total, Seller will reimburse
such difference to Buyer within 15 days after the date of the Invoice for the
related Invoice Period.  If the Actual Buy/Sell Total is greater than the
corresponding Estimated Buy/Sell Total, Buyer will reimburse such difference to
Seller within 15 days after the date of the Invoice for the related Invoice
Period.


 


(ii)     Buyer
shall reimburse Seller for its portion of ODM layering charges, which shall be
allocated to Buyer in proportion to its portion of the total product production
produced on behalf of Seller and Buyer by ODMs. In the event that such ODM
layering charges result in a credit to Buyer, such credit shall be reflected on
the Invoice for the Invoice Period in which it is determined that a credit is
due.


 


(iii)    Buyer
shall reimburse Seller for its portion of ODM charges for excess and obsolete
components, which shall be allocated to Buyer where such excess and obsolete
components were ordered for Buyer’s product production (taking into
consideration any production decommits from Buyer).


 


(iv)     Buyer
will reimburse Seller for its portion of those charges associated with the
movement and storage of components, accessories and finished goods, including
but not limited to transportation, warehousing and handling cost. Buyer’s
portion of such charges shall be allocated to Buyer in proportion to Buyer’s
proportion of the total product production


 

















 


produced on behalf of Seller and Buyer by ODMs, with any product
production that is in support of orders from Buyer deemed to be product that is
produced for Buyer.


 


On the fifth business day following the
Closing Date, and at the end of each week thereafter for so long as Seller
performs Services for Buyer under this Agreement (each, an “Invoice Period”), Seller will provide a statement to Buyer,
listing in reasonable detail the buy/sell activity undertaken by Seller
hereunder and listing the amounts paid by Seller and amounts owed by Buyer
hereunder (each, an “Invoice”).


 


(e)           If Buyer disagrees with the amount
set forth on an Invoice, Buyer shall send to Seller a reasonably detailed
written notice of such disagreement (the “Invoice Objection”)
no later than the 10th day after the date of the Invoice, in the case of an
Invoice for freight costs or service costs and no later than the 25th day after
the date of the Invoice, in the case of any other Invoice. Notwithstanding any
Invoice Objection made by Buyer, Buyer shall in any event pay any portion of
the amount set forth on the Invoice with which it agrees no later than the 15th
day after the date of the Invoice, in the case of an Invoice for freight costs
or service costs, and no later than the 30th day after the date of the Invoice,
in the case of any other Invoice, to the extent that such amount is not paid in
accordance with the terms of the Intercreditor Agreement referenced in Section
10.09 of the Purchase Agreement (the “Intercreditor Agreement”).
If no Invoice Objection is received by Seller by the applicable date set forth
in the first sentence of this Section 2(e), such Invoice shall be deemed final
and conclusive and agreed to by Buyer, and Buyer shall pay the full amount of
such Invoice by the applicable date set forth in the second sentence of this
Section 2(e). Buyer and Seller shall resolve any Invoice Objection and any
other disputes or disagreements relating to Invoices in accordance with the
procedures provided for in Section 7.


 


(f)            The Applicable Gateway Weekly Payoff
Amount (as defined in the Intercreditor Agreement) that Seller shall provide in
the applicable weekly statement to Wells Fargo, National Association (“Wells Fargo”) under the Intercreditor Agreement shall be the
amount specified as payable by Buyer on the Invoice for the related week; provided that Seller may, in its sole discretion, increase
the Applicable Gateway Weekly Payoff Amount to be included in any applicable
weekly statement provided to Wells Fargo pursuant to the Intercreditor
Agreement by any amount payable by Buyer to Seller in respect of Services,
Extended Services or Incremental Software License Fees that is not paid when
due under this Agreement (in each case without duplication in any subsequent
weekly statement provided to Wells Fargo).


 


(g)           If on any date there exist amounts
that would otherwise be payable by Buyer to Seller in respect of Services,
Extended Services, Incremental Software License Fees or any Invoice, on the one
hand, and amounts under any agreement that would otherwise be payable by Seller
to Buyer, on the other hand,


 

















 


then, on such date, either party may elect to
set-off such amounts by written notice to the other party, upon which each
party’s obligation to make payment of such amounts will be automatically satisfied,
discharged and replaced by an obligation upon the party by which the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger amount over the smaller aggregate amount.


 


(h)           Late payments shall bear interest at
a rate of 8% per annum, compounded monthly.


 


(i)            If the total value of (x) the value
of the Net Inventory Minus Liabilities, as determined on the Final Net
Inventory/Liability Statement plus (y) $[•] (representing the amount paid
by Gateway Computers, Inc. to Quanta Computers Inc. (“Quanta”)
to purchase the 40% membership interest in Gateway Pro Partners, LLC owned by
Quanta) minus (z) the total amount of Customer Prepayments as of the Closing
Date in respect of which Buyer is assuming Liabilities to deliver Products or
perform services pursuant to Section 2.01(g) of the Purchase Agreement is less
than $21,800,000, then Seller shall credit the difference between $21,800,000
and such total value against Buyer’s payment obligations hereunder.


 


Section 3. Term.


 


(a)           This Agreement shall continue in
effect until the latest expiration date specified for a Service in any Schedule
hereto (or such other date as may be agreed to in writing by the Parties) (the
“Expiration Date”), unless earlier
terminated in accordance with Section 3(b) or Section 3(c) below; provided that if Buyer desires a continuation of the term of
this Agreement beyond the Expiration Date (or such other applicable expiration
date specified for a Service in a Schedule hereto) and Buyer notifies Seller
within 30 days prior to the Expiration Date (or within 30 days prior to the
expiration date specified in the relevant Schedule), Seller agrees to negotiate
with Buyer in good faith regarding an extension of the term of the Services,
provided that Seller shall be under no obligation to provide any extension
under this Section 3(a) and may extend or not extend the term of the Services
in its sole discretion. If the Parties agree to extend the term of this
Agreement beyond the Expiration Date, regardless of the cause, Buyer shall pay
Seller for such services (the “Extended Services”)
such amounts as determined in accordance with Section 2(b).


 


(b)           Beginning on the date that is 17
weeks after the Closing Date, Buyer may terminate this Agreement or any Service
to be provided hereunder for any reason at any time upon at least 30 days’
prior written notice to Seller. For the avoidance of doubt, prior to the date
that is 17 weeks after the Closing Date, Buyer shall not be permitted to
terminate this Agreement except pursuant to Section 3(c) below. Notwithstanding
termination of this Agreement or any Service by Buyer pursuant to this Section
3(b), Buyer shall remain liable for all fees outstanding pursuant to Section 2
hereof.


 

















 


(c)           Notwithstanding anything to the
contrary contained herein, (i) Buyer may terminate this Agreement in whole or
in part at any time in the event of any material breach or default by Seller of
any of Seller’s obligations under this Agreement and the failure of Seller to
cure, or to take substantial steps towards the curing of, such breach or
default within 30 days after receipt of written notice from Buyer requesting
such breach or default to be cured; and (ii) Seller may terminate this
Agreement in whole or in part at any time in the event of any material breach
or default by Buyer of any of Buyer’s obligations under this Agreement and the
failure of Buyer to cure such breach or default within 30 days after receipt of
notice from Seller requesting such breach or default to be cured.


 


(d)           Upon termination of this Agreement or
upon the Expiration Date, if such date has not been extended, Seller shall
retain all books and records, or copies thereof, pertaining to the business of Buyer
used or generated in the course of the provision of Services hereunder.
Thereafter, Seller will have the right to dispose of such books and records,
but will not do so within two years of expiration or termination of this
Agreement unless it has given Buyer at least 30 days’ prior notice of such
disposition and the reasonable opportunity, to the extent practicable, to have
such books and records copied or delivered to Buyer at Buyer’s expense. If
requested by Buyer and subject to Section 6 of this Agreement, Seller will
afford Buyer reasonable access to such books and records during normal business
hours at Buyer’s expense and will permit Buyer at its expense to copy or to
take original copies of such books and records to the extent such books and records
pertain solely to Buyer’s businesses and to copy such books and records to the
extent such books and records pertain to Buyer’s businesses only in part.


 


Section 4. Indemnification.


 


(a)           Seller shall indemnify and hold
harmless Buyer, its successors and Affiliates, and their respective officers,
directors, employees, shareholders and agents from and against all damages,
losses, liabilities and expenses (including reasonable attorneys’ fees) in
connection with any action, suit or proceeding involving a third party claim (“Damages”) directly arising from the willful misconduct of
Seller in connection with the provision of Services by Seller to Buyer; provided, however, that in the event that Damages arise out
of the willful misconduct of both Seller and Buyer, Seller shall not be
required to indemnify or hold harmless Buyer to the extent that the Damages are
caused by the willful misconduct of Buyer. Seller’s liability under this
Section 4(a) shall be subject to the provisions of Section 4(c) and shall not,
in the aggregate, exceed the aggregate amount of fees received by Seller under
this Agreement.


 


(b)           Buyer shall indemnify and hold
harmless Seller, its successors and Affiliates, and their respective directors,
employees, shareholders, and agents from and against any and all Damages
directly arising from the willful misconduct of Buyer in connection with the
provision of Services by Seller to Buyer; provided, however,
that in the event that Damages arise out of the willful


 

















 


misconduct of both Seller and Buyer, Buyer
shall not be required to indemnify or hold harmless Seller to the extent that
the Damages are caused by the willful misconduct of Seller. The liability of
Buyer under this Section 4(b) shall be subject to the provisions of Section
4(c).


 


(c)           NOTWITHSTANDING ANYTHING CONTAINED IN
THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR
INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS OR LOST REVENUES) OF THE OTHER PARTY, ITS SUCCESSORS,
ASSIGNS OR THEIR RESPECTIVE AFFILIATES, AS A RESULT OF OR ARISING FROM THIS
AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT,
BREACH OF WARRANTY, INDEMNIFICATION OR OTHERWISE.


 


(d)           Seller shall not be responsible for
the correction of any erroneous data provided by Seller in the course of
providing the Services unless Buyer requests in writing the correction of such
data within 90 calendar days of the provision by Seller to Buyer of such data.


 


(e)           In the event any liability arises
from the performance of Services hereunder by a third party contractor, Buyer
shall be subrogated to such rights, if any, as Seller may have against such
third party contractor with respect to the Services provided by such third
party contractor to or on behalf of Seller.


 


(f)            The procedures, but none of the
monetary thresholds or limitations, contained in Section 11.05 of the Purchase
Agreement shall govern indemnification under this Section 4.


 


Section 5. Independent Contractor; No Partnership.


 


(a)           Seller shall, in its sole discretion,
select the Seller employees to provide services hereunder on a basis consistent
with Seller’s past practice, and such individuals shall not be deemed to be
employees of Buyer. All work performed hereunder by Seller shall be performed
by Seller as an independent contractor.


 


(b)           Notwithstanding anything herein to
the contrary, no partnership or joint venture has been, or under any
circumstances shall have been deemed, created in or by this Agreement or as a
result of the provision of Services hereunder.


 


(c)           Except as specifically set forth in
this Agreement or as otherwise explicitly provided in a writing signed by the
Parties, none of the Parties shall have any authority or authorization, of any
nature whatsoever, to speak for or bind the other.


 

















 


Section 6. Use of Information, Confidentiality. As a result of the
provision of Services to Buyer hereunder or any access to books and records
contemplated by this Agreement or otherwise after the performance of this Agreement,
the Parties hereto and their respective Affiliates may receive, have access to
or obtain Confidential Information relating to any other Party. Each of the
Parties shall, and shall cause each of its Affiliates to, (i) keep confidential
any such Confidential Information, except to the extent such information (a) is
or becomes public, except through the disclosure of such information by any
Party or any of its Affiliates; (b) becomes available to any Party or any of
its Affiliates from a third party that is not, to the knowledge of such Party,
required to keep such information confidential; or (c) is required to be
disclosed by any Party or any of its Affiliates pursuant to any law, rule,
regulation or court order; provided that,
to the extent consistent with that law, rule, regulation or court order, such
Party or the relevant Affiliate shall give the other Party or Parties prior
notice of that impending disclosure and the opportunity to object to or
minimize that disclosure; (ii) distribute any such Confidential Information
only to those of its own employees and officers and agents who have a
reasonable need for it; and (iii) not use such Confidential Information in any
manner except for the purpose provided.


 


“Confidential Information”
means any information concerning the businesses and affairs of a Party or any
of its Affiliates, regardless of whether such information is specifically
identified as “confidential”, including but not limited to all trade secrets
and other proprietary and confidential information relating to such Party or
any of its Affiliates or their businesses, including products, formulas,
processes, designs, computer data or programs, know-how, data, data systems and
related procedures and documentation, existing and prospective customer, vendor
and supplier lists and files, agreements and contracts, documents, methods of
conducting business, financial and accounting statements and records, business
plans, budgets and projections, prospective customer proposals, technical
information, marketing materials and concepts, methods for developing and
maintaining business relationships with customers and prospective customers,
and any information otherwise designated as Confidential Information by such
Party or any of its Affiliates.


 


Section 7. Dispute Resolution Procedure.


 


(a)           In the event of a dispute or a
disagreement under this Agreement or any Schedule hereto, the Parties’
respective Project Managers shall use reasonable efforts to resolve the matter
through conference calls, face-to-face meetings and/or other communications.
The entire escalation and resolution process shall be completed in fewer than
20 calendar days; provided, however, that the Project Managers shall have the
discretion to agree in writing to extend this time period. The written
agreement to extend the time period shall include a revised time period. If
after 10 days the disagreement or dispute is not resolved to the Parties’
mutual satisfaction, the disagreement or dispute shall be escalated to the
senior management of the Parties, which shall have an additional 10 calendar
days to resolve the matter, subject in each case to extension as provided
above.


 

















 


(b)           If the senior management of the
Parties are not able to resolve a disagreement or dispute within 20 calendar
days after initiation of the procedures provided for in this Section (subject
to extension as provided above), either Party may pursue any remedy available
to it under this Agreement or as permitted by law.


 


Section 8. Assignment; Non-Exclusive.


 


(a)           This Agreement is not assignable by
any Party without the express prior written consent of the other Party hereto,
and any such unauthorized assignment or transfer will be void.


 


(b)           Without in any way limiting the
obligations of the Parties under this Agreement, Seller agrees that Buyer may
enter into agreements with other Parties for the provision of any Services
provided by Seller hereunder.


 


Section 9. Notices. All notices and other written communications
hereunder shall be in writing and shall be given as follows:


 


If to Seller, to:


 


Gateway, Inc.


765 Irvine Center Drive


Irvine, CA 92618-2930


Attention: 
Chief Financial Officer


Facsimile No.: (949)
471-7014


 


with a copy to:


 


Davis
Polk & Wardwell


1600
El Camino Real


Menlo
Park, CA 94025


Attention:  Mischa Travers


Facsimile
No.:  (650) 752-2111


 


If to Buyer, to:


 


MPC Corporation


906 East Karcher Road

Nampa, Idaho

Attention:  Chief Financial Officer

Facsimile No.:  (208) 893-7218


 


with a copy, to:


 


Holland & Hart LLP


101 S. Capitol
Blvd., Suite 1400


 

















 


Boise, ID  83702

Attention:  Brian T. Hansen


Facsimile
No.:  (208) 343-8869


 


or such other
address or facsimile number as such Party may hereafter specify for the purpose
by notice to the other party hereto. All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. in the place of receipt and such day is
a Business Day in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.


 


Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


 


Section 11. Severability. If any term of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party. Upon such a determination, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.


 


Section 12. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


 


Section 13. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS BETWEEN THE PARTIES
CONTEMPLATED HEREBY OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER
HEREOF. THIS WAIVER IS IRREVOCABLE AND SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS
AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED WITH THE
COURT AS A WRITTEN CONSENT TO A TRIAL WITHOUT A JURY.


 

















 


Section 14. Schedules. The schedules to this Agreement (collectively,
the “Schedules”) are deemed a part of this
Agreement and are subject to all of the provisions herein (including without
limitation Section 4 hereof).


 


Section 15. Entire Agreement; Modification; Waivers. This Agreement
and the Schedules attached hereto constitute the entire agreement between the
Parties with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to Services. This
Agreement and the Schedules attached hereto may not be altered, modified or
amended except by a written instrument signed by all affected parties. The
failure of any Party to require the performance or satisfaction of any term or
obligation of this Agreement, or the waiver by any party of any breach of this
Agreement, shall not prevent subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach.


 


Section 16. Inconsistency. In the event of any inconsistency between
the terms of this Agreement and any of the Schedules hereto, the terms of this
Agreement (other than the Expiration Date of particular Services and the
charges for those Services contained in the Schedules) shall control unless the
conflicting Schedule term specifically states that it is intended to override a
term of this Agreement.


 


Section 17. Defined Terms. Defined terms used, but not defined herein,
shall have the meanings ascribed to them in the Purchase Agreement.


 


Section 18. Force Majeure. Notwithstanding anything to the contrary in
this Agreement, performance or provision of Services by Seller or any
third-party selected by Seller as provided herein and receipt thereof by Buyer
under this Agreement may be suspended or curtailed without liability to Seller
or any of its Affiliates to the extent, and for so long as, any event (“Force Majeure Events”) that is beyond the reasonable control
of Seller or any third party selected by Seller as provided herein (as
applicable, the “Non-Performing Party”), including
but not limited to the following events, prevents or makes commercially
impracticable the performance of any obligation hereunder of the Non-Performing
Party: (i) acts of God, the elements, epidemics, explosions, floods, tornadoes,
hurricanes or other windstorms, landslides, lightning, earthquakes, fires,
storms or floods; (ii) labor trouble consisting of strikes, walk-outs,
injunctions or any other similar actions (whether or not within the reasonable
control of the Non-Performing Party; it being understood and agreed that the
settlement of strikes, walk-outs, injunctions and any other similar actions
shall be entirely within the discretion of the Non-Performing Party); (iii)
inability, despite the commercially reasonable efforts of Seller, which shall
not include expenditure by Seller of any significant additional amounts that
are not reimbursed by Buyer, to obtain material, equipment, utilities or
transportation; (iv) a failure or breakdown, despite the commercially
reasonable efforts of Seller, which shall not include expenditure by Seller of
any significant additional amounts that are not reimbursed by Buyer, of
equipment or machinery, fiber optic cable cuts, or


 

















 


interruption or failure of telecommunication,
electrical or digital transmission links; (v) national defense requirements,
war, revolution, terrorism, blockades, insurrections, sabotage, riots, arrests
and restraints of the government, either federal or state, civil or military;
or (vi) any applicable law, regulation or rule or the enforcement thereof by
any governmental or regulatory agency having jurisdiction, that shall prevent
the Non-Performing Party from performing or providing any Service, or shall
limit the Non-Performing Party’s ability to perform or provide such Service, or
any such agency shall notify the Non-Performing Party of its intention to fine
or penalize the Non-Performing Party or otherwise impede or limit the
Non-Performing Party’s performance or provision, or ability to perform or
provide, such Service. Any delay, limitation or failure of performance by the
Non-Performing Party due to one or more Force Majeure Events shall not be
deemed a breach of or failure to perform under this Agreement or any part
hereof and this Agreement shall otherwise remain unaffected; provided that (i) Buyer may terminate any Service that
remains so interrupted for more than 60 days pursuant to Section 3 and (ii)
Buyer shall have no obligation to pay for any Services not received as a result
of any Force Majeure Event.


 

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the day and year first above written.


 


	
   

  	
  GATEWAY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Goldsberry

  	
   

  
	
   

  	
  Name:

  	
    John Goldsberry

  
	
   

  	
  Title:

  	
    SVP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MPC-PRO, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MPC Corporation, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Curtis Akey

  	
   

  
	
   

  	
  Name:

  	
    Curtis Akey

  
	
   

  	
  Title:

  	
    Chief Financial Officer, Secretary

  



 


 


 [Signature Page to Transition Services
Agreement]


 

















 


Exhibit 1


 


Project Managers


 


Buyer:  [        ]


 


Seller:  [        ]


 

















 


Project Symphony Transition Services
Schedules with Mozart Changes


 


All Time Periods begin at
Closing


 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Transition Governance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greg Salley

  	
   

  	
  Transition Governance

  	
   

  	
  •     Gateway will maintain a
  single point of contact with authority to manage all Gateway resources in the
  performance of transition services. 

  •     Gateway will maintain
  project leads within each functional area to monitor and manage progress
  against the transition project plan 

  •     Gateway will maintain an
  issue escalation and resolution process through senior management to manage
  disputes and issues according to the terms of the Purchase Agreement.

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Operations

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kyle Price

  	
   

  	
  New Product Introduction (NPI)

  	
   

  	
  •     Validate MRD complete 

  •     Manage POR development and
  release 

  •     Identify EOL products and
  develop EOL management plan 

  •     Facilitate design readiness
  review 

  •     Conduct Develop Phase
  Review 

  •     Assure all Readiness
  reviews complete (material, manufacturing, service, etc...)

  •     Conduct MP/Launch Phase
  Review

  	
   

  	
  4 weeks (30 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Troy Pliska

  	
   

  	
  Supply Planning

  	
   

  	
  •     Oversee/monitor PRO new
  product and feature launch “assumptions” and changes to existing
  offering/promos to ensure material feasibility 

  •     Interface and collaborate
  with PRO forecasting team to provide intelligence driving the forecast 

  •     Develop PRO MPS/supply plan
  and pass to ODMs/GCC 

  •     Manage Clear to Build (CTB)
  and daily shortage allocation and procurement escalation 

  •     Support ODM prioritization
  and allocation 

  •     Services Includes PRO: DT,
  NB, SVR, MON, and ACCY

  	
   

  	
  6 weeks (42 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Pliska

  	
   

  	
  Configuration/Product Data Management

  	
   

  	
  •     PRO Part creation, setup,
  maintenance 

  •     PRO AML creation, setup,
  maintenance 

  •     PRO Sales BOM creation,
  setup, maintenance 

  •     PRO Configuration rules
  setup and maintenance 

  •     GCC Mfg BOM creation,
  setup, and maintenance 

  •     Web Config “technical
  merchandizing” – presentation/organization of core system and options 

  •     “What’s Changing” document
  creation and management to feed the web and downstream process 

  •     Config Sheet development
  and maintenance for PRO contract compliance 

  •     PRO product technical spec
  creation and management 

  •     Includes system setup for
  Agile, JDE, GPS (OC 1.5, 2.0, 2.4), GCC QSAP

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Kyle Price

  	
   

  	
  Quality

  	
   

  	
  •     Filed escalation support 

  •     Manufacturing issue support
  

  •     Product HOLD and Deviation
  management 

  •     Manufacturing improvement
  support 

  •     Vendor 8D management

  	
   

  	
  10 weeks (70 days)

  

  17 weeks (120 days) for data flow process

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Randy Johnson

  	
   

  	
  Trading Company ROHS compliance

  	
   

  	
  •     Initiate RFI for new
  components 

  •     Validate conformance to
  ROHS standards 

  •     Request material
  composition and test reports for conformance 

  •     Submit composition, test
  and certification reports to configuration management

  	
   

  	
  10 weeks (70 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Randy Johnson

  	
   

  	
  Co-marketing, supplier funding, tracking and collection

  	
   

  	
  •     Tracking of units purchased
  by commodity 

  •     Coordinate rebate amounts
  through Finance 

  •     Follow up
  Billing/Collection

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Randy Johnson

  	
   

  	
  Finished goods procurement – monitors, monitor build planning and ODM
  management.

  	
   

  	
  •     Forecasting of monitor
  requirements for CTO demand 

  •     Monitor IML inventory &
  reconcile against forecasted demand 

  •     Forecast material
  requirements in support of monitors 

  •     PO’s to support CTO build
  requirements

  	
   

  	
  17 weeks (120 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Randy Johnson

  	
   

  	
  Pro Accessory procurement for IML and EDI accessories

  	
   

  	
  •     Forecasting of accessory
  requirements 

  •     Monitor IML inventory
  against forecasted demand 

  •     Release PO’s to support
  accessories 

  •     Manage supplier expedites

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Troy
  Pliska

  	
   

  	
  Supply
  Planning

  	
   

  	
  •                    Extended lead time management for PRO
  delivery date promising tool. (JDE & OC). 

  •       Service
  includes PRO: DT, NB, SVR, MON, and ACCY

  	
   

  	
  17
  weeks (120 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Randy Johnson

  	
   

  	
  Trading Company

  	
   

  	
  •     Evaluate CTO requirements
  MPS 

  •     Forecast consolidated
  requirements to suppliers 

  •     Monitor CTB for supply
  issues & reconcile against latest MPS 

  •     Release purchase orders for
  CTO buy/sell components 

  •     PO delivery & close out
  

  •     Monitor COA inventory &
  aging 

  •     Maintain COA Pos to support
  build requirements

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Randy Johnson

  	
   

  	
  E and O Trading company

  	
   

  	
  •     Update E&O report with
  current market value 

  •     ODM interface, collection,
  assembly of parts liability files across CTO ODMs 

  •     E&O reserve database
  management 

  •     Quantity risk assessment 

  •     Market recovery% assessment
  

  •     Reserve setting 

  •     E&O disposition
  management & execution 

  •     E&O PO/SO liquidation and management  

  •     E&O disposition on-site
  physical count, PN verification, condition inspection, scrap verification

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Troy Pliska

  	
   

  	
  E&O ODM Owned

  	
   

  	
  •     ODM interface, collection,
  and assembly of part liability files across all CTO ODMs 

  •     E&O reserve database
  management 

  •     Quantity “risk” assessment 

  •     Market recovery% assessment
  

  •     Reserve setting 

  •     E&O disposition management
  and execution 

  •     E&O PO/SO liquidation
  creation and management 

  •     Includes both ODM owned-GTW
  liable and GTW owned at IML inventory liabilities 

  •     E&O disposition on-site
  physical count, PN verification, condition inspection, scrap verification

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Kyle Price

  	
   

  	
  Product Qualification

  	
   

  	
  •                  Component
  Qualification (MB, Opticals, HDD, Chassis, PS, Video, add-on, etc...)

  •     System Qualification 

  •     Pilot Golden Sample review 

  •     Bug list management 

  •     MP release support 

  •     Sub part quality support

  	
   

  	
  12 weeks (84 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kyle Price

  	
   

  	
  Develop Operations

  	
   

  	
  •     Process DCR, sign-off in
  Agile, route 

  •     Implement DCR 

  •     Create & submit CCO for
  part & BOM creation 

  •     Create & submit AML for
  parts & BOM 

  •     Move to production

  	
   

  	
  6 weeks (42 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Troy Pliska

  	
   

  	
  Quote management, cost set-up, PO audit

  	
   

  	
  •     Interface and development
  of A part cost roadmap to suppliers 

  •     PRO system/feature ODM
  quote development (GCC) and review/audit (ODM) 

  •     PRO system/feature cost
  setup and control 

  •     PRO price / invoice (PPV) variance tracking
  and analysis 

  •     PRO 856/810 EDI workbench
  monitoring and resolution

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of Service

  	
   

  	
  Time Period

  
	
  Troy Pliska

  	
   

  	
  Pro CTO ODM management

  	
   

  	
  •     Monthly RFQ with Quanta
  & Arima 

  •     Evaluate BOM quotes against
  VE costs 

  •     Evaluate monthly layering 

  •     Authorize layering

  	
   

  	
  17 weeks (120 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dave Schroeder

  	
   

  	
  Inventory Management

  	
   

  	
  •     Inventory systems support 

  •     BAX management

  	
   

  	
  17 weeks (120 days)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dave Schroeder

  	
   

  	
  Traffic & Logistics

  	
   

  	
  •     Support GCC & ODM
  relationship through partial transition period

  	
   

  	
  17 weeks (120 days)

  



 
















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Information Technology Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  17 weeks (120 days)

  



 


Responsible parties: Ger Purcell;  Timm Hoffman; Hani Yassin


 


Information Technology services will only include break/fix,
application support and maintenance and data extracts will be performed on a
commercially reasonable effort basis.


 


•                  This agreement
will exclude all enhancements or new project efforts on behalf of Mozart


 


•                  Table below
outline help desk severity levels and response times:


 


After Transition period begins; Gateway will set up Help Desk Services
to provide Mozart with issue management, coordination, and resolution. 
Gateway will provide appropriate personnel for a Help Desk that provides Mozart
24-hour centralized technical assistance seven days a week.


 


Help Desk Service Levels are as follows:


 


Severity Levels


 


	
  One

  	
   

  	
  The outage terminates the operations of any installation and any
  workstations comprised therein or the outage corrupts any database used in
  conjunction with the Software or major function of normal operation and use
  of the Software has become unusable and there is no workaround available.

  
	
  Two

  	
   

  	
  A major function in normal operation and use of the Software has
  become unstable and there is an awkward work-around or any other function has
  become unworkable and there is no known work-around

  
	
  Three

  	
   

  	
  A major function has become unworkable and there is an effective
  workaround

  
	
  Four

  	
   

  	
  No functional impact on software

  



 


a)                                      The Gateway Help
Desk will log all calls taken, be responsible for problem resolution and call
escalation reporting.


 

















 


b)                                     The Gateway Help
Desk will monitor un-escalated/unresolved calls and communicate to Gateway
immediately.  Status information on all calls will be maintained by and
can be obtained from the Gateway Help Desk.


c)                                      The Gateway Help
Desk will initiate escalation of unresolved calls to the appropriate
responsibility level as designated by Gateway for resolution.


 


Time
to Start and Target to Fix Times for each Severity Levels


 


	
  One

  	
   

  	
  Time to Respond: 15 minutes

  
	
   

  	
   

  	
  Time to Start: 0 to 2 hours

  
	
   

  	
   

  	
  Target to Fix: 6 hours

  
	
   

  	
   

  	
  First update will be provided within 1 hour of initial call

  
	
   

  	
   

  	
  Further updates will be made every 2 hours

  
	
   

  	
   

  	
  Resolutions will be documented and provided back within 24 hours of
  resolution

  
	
  Two

  	
   

  	
  Time to Respond: 15 minutes

  
	
   

  	
   

  	
  Time to Start: 0 to 4 hours

  
	
   

  	
   

  	
  Target to Fix: Less 24 hours

  
	
   

  	
   

  	
  First update will be provided within 1 hour of initial call

  
	
   

  	
   

  	
  Further updates will be made every 2 hours

  
	
   

  	
   

  	
  Resolutions will be documented and provided back within 24 hours of
  resolution

  
	
  Three

  	
   

  	
  Time to Respond: 15 minutes

  
	
   

  	
   

  	
  Time to Start: Less than two days

  
	
   

  	
   

  	
  Target to Fix: Less than seven days

  
	
   

  	
   

  	
  First update will be provided within 1 hour of initial call

  
	
   

  	
   

  	
  Further updates will be made every 4 hours

  
	
   

  	
   

  	
  Resolutions will be documented and provided back within 24 hours of
  resolution

  
	
  Four

  	
   

  	
  Time to Start: Next Update/Patch

  
	
   

  	
   

  	
  Target to Fix: Next Update/Patch

  



 


a)             Mozart will provide
appropriate security rules for validating user access to Help Desk Services.


 

















 


b)                                     Mozart will
provide to Gateway appropriate access to any data reasonably necessary to
assist in the security validation process.


c)             Mozart will provide
escalation points and contacts at Gateway for the Help Desk.


 


Gateway will provide application access to those resources transitioned
as of the effective date of the Purchase Agreement. Additional requests for
access must be approved by a central point of contact within Mozart and are
subject to approval by the Gateway business application owner and IT security
management.


 


There will be a scheduled maintenance window for applications and
servers of approximately four hours per month. Generally, one week’s notice
will be provided. However, Gateway reserves the right to perform maintenance as
required to ensure proper function of the systems.


 


Gateway will continue to provide the current level of disaster recovery
support to all in-scope applications.


 


Gateway will create data extracts to support the transition of
services. Requests for data must be submitted by a central point of contact
within Mozart and is subject to the approval of the appropriate Gateway
business owner.


 

















 


	
  Function/Area

  	
   

  	
  Description

  	
   

  	
  Hours
  of support

  	
   

  	
  Backups

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JDE

  	
   

  	
  CTO ERP

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full daily with offsite rotation
  weekly

  
	
  Siebel

  	
   

  	
  CRM

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full daily with offsite rotation
  weekly

  
	
  Peoplesoft

  	
   

  	
  HR Payroll

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full daily with offsite rotation
  weekly

  
	
  Agile

  	
   

  	
  PLM for Bill of Material Mgmt

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full daily with offsite rotation
  weekly

  
	
  EDI (GenTran/Cyclone)

  	
   

  	
  EDI translation tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  OC 2.4

  	
   

  	
  Java based Order Entry tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  Gateway Select 1.5

  	
   

  	
  Business Portal

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  Gateway.com

  	
   

  	
  Commercial CTO website

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  EAD Tool

  	
   

  	
  Estimated Arrival Date tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  Commissions Database

  	
   

  	
  Commissions calculation tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  MOS Tool

  	
   

  	
  Manufacturing order status tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  MOSSM Tool

  	
   

  	
  Manufacturing order status Scheduling Maint
  too

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  CIS Database

  	
   

  	
  Custom Integration tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  CF-1 Tool

  	
   

  	
  Web Chat tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  SalesForce.com ASP

  	
   

  	
  Sales Quoting Tool

  	
   

  	
  Provided by SF.com

  	
   

  	
  ASP provided

  
	
  Quoting Tool

  	
   

  	
  Quote generation tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  The Source

  	
   

  	
  Intranet site

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  Help Desk

  	
   

  	
  Internal Help Desk (x21911)

  	
   

  	
  7am-8pm CST M-F

  	
   

  	
  N/A

  
	
  NOC

  	
   

  	
  Network Operations Center

  	
   

  	
  24x7

  	
   

  	
  N/A

  
	
  GPS

  	
   

  	
  Web Configuration & BOM Rules

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  eSupport

  	
   

  	
  Web based support tool

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  Telecommunications

  	
   

  	
  Voice services

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full Daily

  
	
  Network

  	
   

  	
  Data and voice network services

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Configs Full Daily

  
	
  Server Services (Wintel)

  	
   

  	
   

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  
	
  PathFinder

  	
   

  	
  CTO Product Management System

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full daily with offsite rotation
  weekly

  
	
  CMDB

  	
   

  	
  Consumer Marketing Database

  	
   

  	
  24X7, rotating on call

  	
   

  	
  Full weekly, incremental daily

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Web

  	
   

  	
  Gateway Select

  	
   

  	
   

  	
   

  	
   

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  New Account Setup

  	
   

  	
  Manage the setup and deployment of new Gateway Select sites based on
  requests from the Sales Team

  	
   

  	
  0 weeks

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  Issue Resolution

  	
   

  	
  Manage and work with IT/Marketing Ops on Gateway Select issues
  identified by the Sales Team

  	
   

  	
  17 weeks (120 days)

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  Gateway Select Admin Training

  	
   

  	
  Provide 5 day intensive training to Mozart on Gateway Select
  administration

  	
   

  	
  1 weeks (7 days)

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  Gateway Select Rep Training

  	
   

  	
  Provide monthly training classes on Gateway Select to Sales Team

  	
   

  	
  0 weeks

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  Gateway Select Roadmap

  	
   

  	
  Provide Mozart with Gateway Select Roadmap documentation. Conduct a 2
  day Roadmap review with Mozart team

  	
   

  	
  0 weeks

  
	
   

  	
   

  	
  eMarketplace

  	
   

  	
   

  	
   

  	
   

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  New Account Setup

  	
   

  	
  Manage the setup and deployment of new eMarketplace sites based on
  requests from the Sales Team

  	
   

  	
  0 weeks

  
	
  Bart Brown

  Gregg Goodman

  	
   

  	
  Issue Resolution

  	
   

  	
  Manage and work with IT/Marketing Ops on eMarketplace issues
  identified by the Sales Team

  	
   

  	
  17 weeks (120 days)

  
	
  Greg Goodman

  	
   

  	
  ISM

  	
   

  	
  Transition ISM & provide Docs.

  	
   

  	
  1 weeks, (7 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Web

  	
   

  	
  Gateway .com

  	
   

  	
   

  	
   

  	
   

  
	
  Bart Brown Gregg Goodman

  	
   

  	
  New Product Introductions

  	
   

  	
  Support the launch of new products for Professional Direct
  (Government, Education, Medium/Large Businesses) on Gateway.com through
  Gateway’s existing NPI process.

  	
   

  	
  0 weeks

  
	
  Bart Brown Gregg Goodman

  	
   

  	
  Microsite development

  	
   

  	
  Support the launch of product/services microsites on Gateway.com.

  	
   

  	
  0 weeks

  
	
  Bart Brown Gregg Goodman

  	
   

  	
  Promotions

  	
   

  	
  Manage the on-going merchandizing (coupons, banner ads within
  Gateway.com) for Small Business

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Financial Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Neal West

  	
   

  	
  New customer Set up

  	
   

  	
  This Service will be done Mozart resources effective Day 1

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Customer Record Maintenance

  	
   

  	
  This Service will be done Mozart resources effective Day 1

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Customer Credits Maintenance

  	
   

  	
  This Service will be done Mozart resources effective Day 1

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Sales order holds management

  	
   

  	
  This Service will be done Mozart resources effective Day 1

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Customer invoice services

  	
   

  	
  This Service will be done Mozart resources effective Day 1 Gateway
  will provide Invoice data Output file to Mozart for their processing,
  printing and distribution. See Assumptions!

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Invoice to Mozart for products shipped and other Bill through items

  	
   

  	
  Bill will be accumulated and produced to Mozart products sold to
  Mozart and service provided to Mozart as a bill through process

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Accounts receivable services (Trade sales)

  	
   

  	
  Gateway resources moving to Mozart will be responsible for this task.

  	
   

  	
  None

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Accounts receivable services (Buy /Sell) and Mfg goods

  	
   

  	
  Adjustments required for Buy/sell and Manufactured goods activity

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Accounts receivable services Collections

  	
   

  	
  Gateway resources moving to Mozart will be responsible for this task.
  (See SOX security assumption)

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  New Inventory Vendor Set Up

  	
   

  	
  Mozart transition resources will provide this function .This is anticipated
  to have very limited activity because inventory tracking and management will
  be the only Mozart vendor activity to continue on JDE. (See SOX Security
  assumption)

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Non Inventory new vendor set up or vendor records Maint.

  	
   

  	
  Not anticipated to be processed on JDE.

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Inventory Vendor Maint.

  	
   

  	
  Mozart transition resources will provide this function .This is
  anticipated to have very limited activity because inventory tracking and
  management will be the only Mozart vendor activity to continue on JDE. (See
  SOX Security assumption)

  	
   

  	
  None

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Service Inventory Accounts payable Invoice logging/vouchering

  	
   

  	
  It is anticipated that other than service parts inventory there
  should be no need to process invoices for Mozart on JDE. Invoices for
  Inventory will be processed on JDE as they match to related receipts, this
  will be done via employees moving to Mozart staff on Day1.

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Non-inventory Accounts payable Invoice logging/vouchering

  	
   

  	
  It is anticipated that other than service parts inventory there
  should be no need to process invoices for Mozart on JDE. All invoice that are
  Mozart’s responsibility that are not for service inventory are to be forward
  to resources that will voucher these bills their existing ERP or payment
  processing system.

  	
   

  	
  None

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Accounts payable Payment processing

  	
   

  	
  Gateway will process invoices for ODM purchases. Buy/sell products,
  Freight and other services. As such gated will process payments and route
  disputed pricing to the appropriate resources to resolution. Limited to ACH
  or Wires.

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Commission tracking data extract and delivery service

  	
   

  	
  Gateway will provide to Mozart data that is currently extracted from
  sale activity to calculate Sales commissions. It is assumed that all
  employees will stay in the same groupings that currently exist that support
  the current Commission Calculation.

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Contract compliance reporting

  	
   

  	
  This is assumed to a transitions service from Gateway utilizing
  Gateway resources while the sales are processed on JDE.

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Accounting to royalties

  	
   

  	
  This will move to Mozart along with the resources assigned to this
  function after the GCC inventory is moved. Estimated time is 4 weeks after
  Day 1.

  	
   

  	
  4 weeks (30 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Inventory accounting services

  	
   

  	
  Gateway will be responsible for establishing, maintaining and
  monitoring inventory including physical inventory, inventory reconciliation
  and adherence to SOX controls during the transitions period. For inventory
  accounted for on the JDE inventory system.

  	
   

  	
  17 weeks (120Days)

  
	
  Neal West

  	
   

  	
  Inventory Costing services

  	
   

  	
  Gateway will be responsible for establishing and maintaining standard
  cost for all parts process on JDE. For parts source solely in support of
  products transitioned to Mozart these cost will be provided by Mozart. For
  common parts Gateway will use the current process for establishing Standard
  cost. See Assumption about Cost differences.

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Inventory finance product data management service

  	
   

  	
  Gateway will be responsible for establishing and maintaining Product
  data management information related to proper accounting to products being
  sold by or supported by Mozart (includes Finance agile approval and set up).

  	
   

  	
  17 weeks (120 Days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Sales and use tax services

  	
   

  	
  Mozart will file and report Sales tax associated all orders fulfilled
  on Mozart behalf

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Credit card transaction support

  	
   

  	
  Assuming Gateway can process payment from credit card companies for
  companies other than Gateway related companies, Gateway will act as a
  Collection agent on this revenue associated with both Gateway and Mozart
  orders. The following day any collection of credit card payment made to
  Gateway on behalf of Mozart will be transfer via a wire payment to Mozart’s
  bank account.

  	
   

  	
  17 weeks (120 days)

  
	
  Neal West

  	
   

  	
  Lockbox services

  	
   

  	
  Since the order are to be processed under the existing Gateway
  company the Collection of funds related to these orders will be made by Mozart
  resources and on a daily basis (the previous day’s applications of cash to
  Mozart order (order fulfilled after Day 0) will be process over to Mozart

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Vendor returns services

  	
   

  	
  New and Used — where possible Gateway will drive Mozart to serve as
  the Return to Vendor. However if Mozart does not have a relation ship with a
  given OEM Gateway we receive the Goods from Mozart and process these RTV
  submit the result of the RTV process to Mozart.

  	
   

  	
  17 weeks (120 days)

  
	
  Neal West

  	
   

  	
  Service Billing reconciliation and Bill forward

  	
   

  	
  Resources responsible for this function will transition to Mozart as
  a result this will not be a transition service from Gateway

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Internal audit

  	
   

  	
  Mozart to provide their our resources to support any Internal or
  external Audit requirements

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  Contract /Customer compliance

  	
   

  	
  Mozart will be getting resources that Address these requirements and
  as a result Gateway will not be providing this as a Transition Service

  	
   

  	
  None

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Neal West

  	
   

  	
  Office service

  	
   

  	
  Gateway assumes that resources on the ground on Day 1 will continue
  to utilize Gateway office services for the period of time identified here.

  	
   

  	
  17 weeks (120 days)

  
	
  Neal West

  	
   

  	
  Data Retention (Day 1 and Forward)

  	
   

  	
  Gateway assumes that resources on the ground on Day 1 will utilize
  Gateway data retention resources for the period of time identified here.

  	
   

  	
  17 weeks (120 days)

  
	
  Neal West

  	
   

  	
  Data Retention (History)

  	
   

  	
  We will provide historical required Doc over the next several months

  	
   

  	
  None

  
	
  Neal West

  	
   

  	
  General Ledger

  	
   

  	
  Gateway will provide resources to produce monthly Financial
  transactions Information on a monthly basis.

  	
   

  	
  17 weeks (120 Days)

  
	
  Neal West

  	
   

  	
  Transportation billing

  	
   

  	
  Gateway will continue to receive all billing for transportation.
  Subsequently allocate will be based on the shipment in associated with Mozart
  defined in the billing detail

  	
   

  	
  17 weeks (120 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  CC & S

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cherie Brinkerhoff

  	
   

  	
  Warranty obligation transfer

  	
   

  	
  Provide list of install base customers, service entitlements for in
  warranty and lifetime support obligations

  	
   

  	
  2 weeks (14 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Buy Sell of inventory from Mozart to/from Gateway warehouse

  	
   

  	
  Buy & sell services of inventory to/from Mozart warehouse during
  inventory planning & forecasting development, to help build inventory
  accuracy from first phase of inventory transfer

  	
   

  	
  14 weeks (92 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Service Depot Customer & invoice

  	
   

  	
  Manage service depot transactions during phase I until integration to
  separate Mozart from Gateway dispatches is complete

  	
   

  	
  17 weeks (120 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  COA management

  	
   

  	
  COA management

  	
   

  	
  4 weeks (30 day)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Call Routing Services (call management)

  	
   

  	
  Tuvox call routing, telecom management services, TNT transfer of live
  calls that mis-route, serial # logic management

  	
   

  	
  10 weeks (70 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Onsite Dispatch

  	
   

  	
  Onsite dispatch service – dispatch onsite services

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Order Entry

  	
   

  	
  Manage order exceptions that fail to integrate from Siebel to JDE,
  manage order kickbacks from 

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
   

  	
   

  	
   

  	
   

  	
  JDE/Siebel due to order entry mistakes from tech agent

  	
   

  	
   

  
	
  Cherie Brinkerhoff

  	
   

  	
  Service Dispatch

  	
   

  	
  Manage service depot repair exception issues, out of warranty
  billing, WIP management

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Manual Order flip of orders to Mozart Warehouse (for rpl fulfillment)

  	
   

  	
  Manually flip orders to be filled out of Mozart Warehouse until all
  assets transitioned

  	
   

  	
  17 weeks (120 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  NEW Claims processing

  	
   

  	
  Reconcile claims weekly for NEW processing

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Invoice reconciliation

  	
   

  	
  A. Vendors where Mozart establishes direct bill relationship 

  B. Vendors where Mozart will not establish a relationship but provide
  service, GTW will bill through

  	
   

  	
  A. 8 weeks (60 days)

  

  B. 17 weeks (120 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Contact forecasting

  	
   

  	
  Forecasting estimated number of voice & support events to meet
  contract requirements with partners for staffing requirements

  	
   

  	
  6 weeks (42 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Inventory Forecasting

  	
   

  	
  Forecasting inventory requirements for warranty support

  	
   

  	
  8 weeks (56 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  Procurement of inventory

  	
   

  	
  Procurement of inventory & knowledge transfer

  	
   

  	
  10 weeks (70 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  IBM Parts forecasting & Parts management

  	
   

  	
  Parts forecasting for central and forward stock locations to support
  2 & 4 hour

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Cherie Brinkerhoff

  	
   

  	
  Service Readiness for products in pipeline to be launched

  	
   

  	
  Service planning, SBOM setup, other readiness functions

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Training & content management

  	
   

  	
  Ongoing weekly training development and management

  	
   

  	
  4 weeks (30 day)

  
	
  James Vick

  	
   

  	
  Customer Satisfaction Surveys

  	
   

  	
  Ongoing surveys conducted by 3rd party on customer
  satisfaction

  	
   

  	
  0 weeks

  
	
  James Vick

  	
   

  	
  GRIT Management

  	
   

  	
  Receiving exceptions processing of orders – issues where orders cant
  be received due to partial orders, incorrect items, system issues, etc

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Substitution Tables

  	
   

  	
  Management parts substitution for parts issues/out of stock subs

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Gateway.com eSupport routing development

  	
   

  	
  Development to route email & chats to Mozart

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Email & chat support

  	
   

  	
  Continue email & chat support via outsourcing bill back

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Reporting & data analysis

  	
   

  	
  Provide PRO reporting

  	
   

  	
  0 weeks

  
	
  Cherie Brinkerhoff

  	
   

  	
  Physical Inventory Audit/management

  	
   

  	
  Physical inventory of inventory transition

  	
   

  	
  8 weeks (60 days)

  
	
  Cherie Brinkerhoff

  	
   

  	
  ERT

  	
   

  	
  Provide Executive Routing Team escalation services

  	
   

  	
  2 weeks (14 days)

  
	
  James Vick

  	
   

  	
  RTV

  	
   

  	
  Provide RTV management services

  	
   

  	
  4 weeks (30 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Products

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Product roadmap support

  	
   

  	
  Supply current product planning roadmaps and product PORs

  	
   

  	
  4 weeks (30 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Microsoft waiver requirements (reporting, etc.)

  	
   

  	
  Outline of existing S/W agreements.

  	
   

  	
  2 weeks (14 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Software imaging knowledge transfer

  	
   

  	
  Outline of S/W Imaging tools and deployment method.

  	
   

  	
  17 weeks (120 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Software imaging support

  	
   

  	
  Assist in issue resolution with respect to Image deployment.

  	
   

  	
  17 weeks (120 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Maintain the list of products being licensed

  	
   

  	
  Outline of licensed products

  	
   

  	
  2 weeks (14 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Sustaining engineering services

  	
   

  	
  Access to existing knowledge base and ongoing issue resolution

  	
   

  	
  17 weeks (120 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Documentation

  	
   

  	
  Needed documentation

  	
   

  	
  2 weeks (14 days)

  
	
  Gary Elsasser

  Dennis Stone

  	
   

  	
  Display and Mobile

  	
   

  	
  Engineering  Knowledge transfer and continued support of the
  qualification process (specific to displays and mobiles)

  	
   

  	
  17 weeks (14 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Segment Mkt.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jeff Hodges

  	
   

  	
  Forecasting

  	
   

  	
  •   Develop PRO ongoing demand
  plan (weekly basis) and pass to supply planning 

  •    Train Mozart representatives on processes
  and tools used in demand planning

  	
   

  	
  6 weeks (42 days)

  
	
  Jeff Hodges

  	
   

  	
  Pricing and Configuration

  	
   

  	
  •   Manage PRO new product and
  feature launch “assumptions” and changes to existing offerings 

  •   Interface with forecasting
  team to provide intelligence driving the forecast 

  •    Maintain pricing models and configuration
  / promotion roadmaps.

  	
   

  	
  12 weeks (90 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Jeff Hodges

  	
   

  	
  Segment Marketing

  	
   

  	
  •    Transition specific segment marketing
  initiatives and activities to Mozart’s marketing team.

  •    Small Business 

  •    CCP 

  •    1-to-1 Computing

  	
   

  	
  2 weeks (14 days)

  
	
  Jeff Hodges

  	
   

  	
  Analytics

  	
   

  	
  •    Continue driving daily / weekly mgt.
  reporting / metrics 

  •    Support forecasting team in big deal
  pipeline mgt. and forecasting 

  •    Transition BI relationships to Mozart

  	
   

  	
  8 weeks (60 days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Facilities Support Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Garry Jaquess

  Lazane Smith

  	
   

  	
  Facilities Build-out Project Management

  	
   

  	
  Gateway will plan and manage the initial facilities build-out.

  	
   

  	
  17 weeks (120 days)

  
	
  Garry Jaquess

  Lazane Smith

  	
   

  	
  Facilities access

  	
   

  	
  Gateway will maintain the physical security system for the Argentina
  building location. Additional requests for access will be approved by on-site
  Mozart management and submitted to the Gateway security manager for approval
  and implementation.

  	
   

  	
  17 weeks (120 days)

  
	
  Garry Jaquess

  Lazane Smith

  	
   

  	
  Maintenance services

  	
   

  	
  Gateway will continue to provide the current level of maintenance
  services to the physical plant until MPC relocates to the Argentina
  building.  At that point, MPC will handle this service directly.

  	
   

  	
  12 weeks (90 days)

  
	
  Garry Jaquess

  Lazane Smith

  	
   

  	
  Custodial services

  	
   

  	
  Gateway will continue to provide the current level of custodial
  services to the physical plant

  	
   

  	
  8 weeks (60 days)

  
	
  Garry Jaquess

  Lazane Smith

  	
   

  	
  Initial move of transitioned employees, furniture and equipment

  	
   

  	
  Gateway will move the transitioned employees to the designated
  locations in the Argentina facility.

  	
   

  	
  17 weeks (120 days)

  
	
  Garry Jaquess 

  	
   

  	
  Employee physical 

  	
   

  	
  On an on-going basis Gateway

  	
   

  	
  12 weeks (90

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Lazane Smith

  	
   

  	
  moves

  	
   

  	
  will perform physical moves & changes for the Argentina
  employees’ furniture & equip until MPC has completely relocated to the
  Argentina building.  At that point, MPC will handle this service
  directly.

  	
   

  	
  days)

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Human Resource Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Anitta Spenner

  Lazane Smith

  	
   

  	
  HR

  	
   

  	
  Requests for research, reporting, issues resolution and/or other HR
  Services that may be required to support MPC in a successful transition

  	
   

  	
  6 weeks (42 days)

  

  Covering 2 payroll cycles

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  Marketing Communications & Training

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Carson

  	
   

  	
  Advertising & Media

  	
   

  	
  Program training & knowledge transfer Assumption: No Advertising & Media
  personnel will transfer to Mozart We will train on all key facets of Pro demand generation:

  •    Variable Demand Generation
  (operations)

  •    Budgeting, Planning

  •   Sales/Campaign Synchronization

  •    ROI expectations

  •    Variable Demand Generation
  (vehicles)

  •    e-Mail, Direct Mail, Search,
  Banner, Affiliates, Print, Catalogs

  •    Fixed Demand Generation (not
  including CRM)

  •    Vendors (expectations &
  contract status)

  •    CRM (transition of CMDB)

  •    Required Resources &
  Processes

  •    Database Management (Do Not
  Email process, CAN/Spam)

  	
   

  	
  2 weeks (14 days)

  
	
  John Carson

  	
   

  	
  Sales Communications

  	
   

  	
  Program training & knowledge transfer Assumption: the NSC Sales Communications
  person (Jonathan Jansen) will become part of Mozart
 We will train on the goals and process
  of managing all sales communications to both the inside and field sales
  people:

  •    Monthly Calendar

  •    Types and Content

  •    Schedule and approval
  process

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  John Carson

  	
   

  	
  CRM

  	
   

  	
  Program training & knowledge transfer Assumption: No CRM personnel will transfer
  to Mozart
 We will train on the CRM Partners and
  Processes

  •    Transition of Pro Customers
  from CMDB

  •    Required Resources (internal
  and 3rd  party)

  •    Database Management (Do Not
  Email process, CAN/Spam)

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  Trade Shows

  	
   

  	
  Program training & knowledge transfer Assumption: Our NSC Trade Show personnel
  will transfer to Mozart
 The Senior Manager, Trade Shows will
  train on all aspects of budgeting, planning, execution, lead tracking and
  ROI.

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  Public Relations

  	
   

  	
  Program training & knowledge transfer Assumption: No PR personnel will transfer to
  Mozart
 We will train on all key facets of
  our Pro PR program:

  •    PC Technology Enthusiasts,
  business press, major newspapers, second-tier newspapers, wire services,
  online & columnists, TV (via tours), radio, freelancers and contributors.

  	
   

  	
  1 weeks (7 days)

  
	
  John Carson

  	
   

  	
  Branding

  	
   

  	
  Program training & knowledge transfer Assumption: No Branding personnel will
  transfer to Mozart
 No training required.

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  Messaging

  	
   

  	
  Program training & knowledge transfer Assumption: No Messaging personnel will
  transfer to Mozart

  We will provide training on the creation and usage of our
  “Whys” messaging, including product/solutions message guides, the Whys
  PowerPoint presentations (for NDA prior to announcements, and training), and
  the connection with marketing, PR and all customer and sales communications.

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  John Carson

  	
   

  	
  Product Training

  	
   

  	
  Program training & knowledge transfer Assumption: our NSC Training team will take
  primary responsibility for Product Training (no Irvine Product Training
  personnel will transfer to Mozart)

  We will provide training on the process and
  components of product training (see sales tools below). We will describe our
  product and solutions training processes and timing.

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  3rd Party Training

  	
   

  	
  Program training & knowledge transfer Assumption: our NSC Training team will take
  primary responsibility for 3rd Party Training & Coordination

  We will provide an overview of our
  coordination and management of Intel, Microsoft, Hitachi, Epson and other
  vendor training.

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  Sales Tools

  	
   

  	
  Program training & knowledge transfer Assumption: our Irvine Sales Tools &
  Training team will not transfer to Mozart

  We will provide training on all tools,
  starting with the Symphony Sales tool (how it’s organized, update process and
  schedule, etc.) and including collateral, and ROI calculators.

  	
   

  	
  1 week (7 days)

  
	
  John Carson

  	
   

  	
  Skills & Solutions training

  	
   

  	
  Tools training & knowledge transfer Assumption: our NSC Training team will
  transfer to Mozart and manage this training

  We will train on the Skills Training
  (prospect qualification, presenting skills, objection handling, negotiating,
  etc), and on our process of Solutions Training.

  	
   

  	
  0 weeks

  



 

















 


	
  Organization

  	
   

  	
  Function

  	
   

  	
  Scope of
  Service

  	
   

  	
  Time
  Period

  
	
  John Carson

  	
   

  	
  Market readiness

  	
   

  	
  Program training & knowledge transfer Assumption: No Market Readiness personnel
  will transfer to Mozart

  We will train on the Market Readiness
  process we’ve adopted to track all activities that need to occur during the
  product development process (master process steps, red/yellow/green spec
  process, tracking and reporting, engagement with development and OEM partners
  for all dependent components, etc.).

  	
   

  	
  0 weeks

  
	
  John Carson

  	
   

  	
  Event Marketing

  	
   

  	
  Program training & knowledge transfer We will train on the
  customer advisory board and EBC processes and programs.

  	
   

  	
  2 weeks (14 days)

  
	
  John Carson

  	
   

  	
  MDF

  	
   

  	
  Third Party Funding

  	
   

  	
  2 weeks (14 days)