AT&T MASTER AGREEMENT 
MA Reference No. ____________ 
	 


	CUSTOMER (“Customer”)	AT&T (“AT&T”)
	Convera Corp.	AT&T Corp.
	CUSTOMER Address	AT&T Address
	1921 Gallows Road	55 Corporate Drive, Bridgewater, NJ 08807
	Vienna	 
	VA	22182	USA	 
	CUSTOMER Contact	AT&T Contact
	Name: Joe Robertson	Master Agreement Support Team
	Title: Director	Email:  mast@att.com
	Telephone: (760) 930-7675	 
	Fax:	 
	Email: jrobertson@convera.com	 


	 
	This Agreement consists of the attached General Terms and Conditions and all schedules, exhibits and
service order attachments (“Attachments”) appended hereto or subsequently signed by the
parties, and that reference this Agreement (collectively, this “Agreement”). In the event
of conflict among terms, the order of priority shall be the Attachments, then the General Terms and
Conditions and then any Service Guide that is incorporated by reference into an Attachment. 

	 
	This Agreement shall become effective when signed by authorized representatives of both parties and
shall continue in effect for as long as any Attachment remains in effect, unless earlier terminated
in accordance with the provisions of this Agreement. The term of each Attachment is stated in the
Attachment. 

	 


	AGREED:	AGREED:
	 	 	 
	CUSTOMER:    Convera Corp.	 	AT&T:  AT&T Corp. 
	 	 	 
	By: ____________________________________	 	By: ____________________________________
	                (Authorized Signature)	 	                (Authorized Signature)
	 	 	 
	_______________________________________	 	_______________________________________
	(Typed or Printed Name)	 	(Typed or Printed Name)
	 	 	 
	_______________________________________	 	_______________________________________
	(Title)	 	(Title)
	 	 	 
	_______________________________________	 	_______________________________________
	(Date)	 	(Date)
	 	 	 


	 
	Page 1 of 6	AT&T and Customer Proprietary	 
	 
	







	AT&T MA Reference No. __________ 
	 
	
The following terms and conditions shall apply to the provision and use of Services provided by AT&T
pursuant to this Agreement. 

Any AT&T Affiliate or Customer Affiliate may sign an Attachment in its own name and such Affiliate
contract will be considered a separate, but associated, contract, incorporating these General Terms
and Conditions (with the Affiliate being substituted for AT&T and Customer, as applicable); provided,
however, that AT&T and Customer shall be responsible for their respective Affiliates’ performance
pursuant to such Affiliate contract. 

1.0    DEFINITIONS 

1.1      “Affiliate” of a party means any entity that controls, is controlled by or is under common
control with such party. 

1.2      “AT&T”, for purposes of all remedies and limitations of
liability set forth in this Agreement or any Attachment means AT&T, its Affiliates, and its and
their employees, directors, officers, agents, representatives, subcontractors, interconnection service
providers and suppliers. 

1.3      “AT&T Software” means all Software other than Third-Party
Software. 

1.4      “Content” means information (excluding AT&T information) made available,
displayed or transmitted (including, without limitation, information made available by means of an
HTML “hot link”, a third party posting or similar means) in connection with a Service,
including all trademarks, service marks and domain names contained therein, Customer and User data,
and the contents of any bulletin boards or chat forums, and, all updates, upgrades, modifications
and other versions of any of the foregoing. 

1.5      “Customer”, for purposes of all remedies
and limitations of liability set forth in this Agreement or any Attachment means Customer, its Affiliates,
and its and their employees, directors, officers, agents, and representatives. 

1.6      “Damages”
means collectively all injury, damage, liability, loss, penalty, interest and expense incurred. 

1.7      “INFORMATION” means proprietary information of either party that is disclosed to the other
party in the course of performing this Agreement, provided such information (except for Content)
is in written or other tangible form that is clearly marked as “proprietary” or “confidential”, 

1.8      “Marks” means each party’s trade names, logos, trademarks, service marks or other
indicia of origin. 

1.9      “Service” means the service and/or equipment provided under the
applicable Attachment. 

1.10    “Service Guide” means the applicable portion of a Service Guide
that is expressly identified and incorporated in an Attachment.

 1.11    “Software” means all
software and associated written and electronic documentation and data furnished pursuant to the Attachments.


1.12    “Third-Party Software” means Software that bears a copyright notice of an unrelated third party. 

1.13    “User” means anyone who uses or accesses any Service purchased by Customer under this
Agreement, including Customer Affiliates, but excluding unauthorized parties that use or access
a Service without Customer’s knowledge and after Customer has taken commercially reasonable
steps to prevent such unauthorized access. 

2.0    CHARGES AND BILLING 

2.1    Customer shall pay AT&T for Customer’s and Users’ use of the Services at the rates
and charges specified in the Attachments, without deduction, setoff or delay for any reason. Charges
set forth in the Attachments are exclusive of any applicable taxes. At Customer’s request and
with AT&T’s consent (which may be withheld if AT&T determines there would be operational
impediments or an inability to claim tax credits), Customer’s Affiliates will be invoiced separately
and AT&T will accept payment from such Affiliates; provided, however, Customer is responsible
if its Affiliate does not pay charges in accordance with this Agreement. AT&T may require Customer
to tender a deposit, as determined by AT&T in its reasonable discretion. AT&T will rely upon
commercially reasonable factors to determine the need for and amount of any deposit. Such factors
may include, but are not limited to, payment history, number of years in business, history of service
with AT&T, bankruptcy history, current account treatment status, financial statement analysis,
commercial credit bureau rating, commitment levels and anticipated monthly charges. 

2.2    Customer
shall pay all taxes (excluding those on AT&T’s net income), duties, levies, shipping charges
and other similar charges (and any related interest and penalties) relating to the sale, transfer
of ownership, installation, license, use or provision of the Services, except to the extent a valid
tax exemption certificate is provided by Customer to AT&T prior to the delivery of Services.
To the extent Customer is required to withhold or deduct non-U.S. income taxes from payments due
to AT&T, Customer shall use reasonable commercial efforts to reduce such tax to the maximum extent
possible giving effect to the applicable Tax Convention and shall furnish AT&T with such evidence
as may be required by U.S. taxing authorities to establish that such tax has been paid so that AT&T
may claim any applicable credit. 

2.3    Payment is due within thirty (30) days after the date of the
invoice and must refer to the invoice number. Charges will be quoted and invoices shall be paid in
U.S. dollars, except where a particular Attachment provides for local currency quoting, invoicing
and payment. Restrictive endorsements or other statements on checks accepted by AT&T will not
apply. Customer shall reimburse AT&T for all costs (including reasonable attorney fees) associated
with collecting delinquent or dishonored payments. Where payments are overdue, AT&T may assess
interest charges at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law.


2.4    Customer shall not be responsible for payment of charges invoiced more than six (6) months after
close of the billing month in which the charges were incurred, except for 0+ calls of any type. Customer
must provide written notice to AT&T specifically identifying all disputed charges and the reason
for nonpayment, within six (6) months after the date of the affected invoice, or else Customer waives
the dispute. Payment of such disputed charges will not be considered overdue pending investigation by AT&T, provided that nothing herein shall absolve Customer from promptly paying all undisputed charges and submitting reasonable security for payment of



	 
	Page 2 of 6	AT&T and Customer Proprietary	 
	 
	







	AT&T MA Reference No. __________
	 
	
  any withheld amounts upon
demand by AT&T. Payment of any disputed charges that are determined by AT&T to be correct
as a result of such investigation must be paid within fifteen (15) days of AT&T’s notice
to Customer. If Customer fails to pay within that timeframe or if AT&T, in its reasonable judgment,
determines that Customer’s dispute was without reasonable basis and in bad faith, then AT&T
may assess interest charges calculated from the date that payment was originally due, at the lower
of 1.5% per month (18% per annum) or the maximum rate allowed by law, plus reasonable attorneys’ fees. 

3.0    RESPONSIBILITIES OF THE PARTIES 

3.1    AT&T agrees to provide Services to Customer in accordance with this Agreement, subject to the
geographic and technical scope of the Services and availability of necessary facilities. 

3.2    Each
party shall comply with all applicable laws and regulations. 

3.3    AT&T grants to Customer the
right to permit Users to access and use the Services, provided that Customer shall remain solely
responsible for such access and use. 

4.0    USE OF INFORMATION 

4.1    This Agreement shall be deemed to be AT&T and Customer’s INFORMATION. Customer’s
Content shall be deemed to be Customer’s INFORMATION. 

4.2    Each party’s INFORMATION shall,
for a period of three (3) years following its disclosure (except in the case of Software, for an
indefinite period): (i) be held in confidence; (ii) be used and transmitted between countries
only for purposes of performing this Agreement (including in the case of AT&T, the ability to
monitor and record Customer’s transmissions in order to detect fraud, check quality, and to
operate, maintain and repair the Services) and using the Services; and (iii) not be disclosed except
to the receiving party’s employees, agents and contractors having a need-to-know (provided that
such agents and contractors are not direct competitors of the other party and agree in writing to
use and disclosure restrictions as restrictive as this Article 4), or to the extent required by law
(provided that prompt advance notice is provided to the disclosing party to the extent practicable).

 4.3    The restrictions in this Article shall not apply to any information that: (i) is independently
developed by the receiving party; or (ii) is lawfully received by the receiving party free of any
obligation to keep it confidential; or (iii) becomes generally available to the public other than
by breach of this Agreement.

 4.4    Both parties agree to comply with privacy laws applicable to their
respective businesses. Customer shall obtain any User consents legally required relating to handling
of User’s Content. If Customer believes that, in the course of providing Services under this
Agreement, AT&T will have access to data Customer does not want AT&T personnel to comprehend,
Customer should encrypt such data so that it will be unintelligible. 

5.0    PUBLICITY AND MARKS 

5.1    Neither party may issue any public statements or announcements relating to this Agreement without
the prior written consent of the other party. 

5.2    Each party agrees not to display or use, in advertising
or otherwise, any of the other party’s Marks without the other party’s prior written consent,
provided that such consent may be revoked at any time. 

6.0    SOFTWARE 

6.1    AT&T grants Customer a personal, non-transferable and non-exclusive license (without the right
to sublicense) to use Software, in object code form, solely in connection with the Services and solely
in accordance with applicable written and electronic documentation. Customer will refrain from taking
any steps to reverse assemble, reverse compile or otherwise derive a source code version of the Software.
The Software shall at all times remain the sole and exclusive property of AT&T or its suppliers. 

6.2    Customer shall not copy or download AT&T Software, except that Customer shall be permitted
to make two (2) copies of AT&T Software, one for archive and the other for disaster recovery
purposes. Any copy must contain the same copyright notices and proprietary markings as the original
Software. 

6.3    Customer shall assure that Customer’s Users comply with the terms and conditions
of this Article 6.

 6.4    The term of the license granted hereunder shall be coterminous with the Attachment
which covers the Software and/or related Services. 

6.5    Customer agrees to comply with the terms and
conditions that are provided with any Third-Party Software and, in the event of a conflict, such
Third-Party terms and conditions will take precedence over this Article 6 as to such Third Party
Software. AT&T will pass through to Customer any warranties available from its Third Party Software
suppliers, to the extent that AT&T is permitted to do so under its contracts with those suppliers.


6.6    AT&T warrants that all AT&T Software will perform substantially in accordance with its
applicable published specifications for the term of the Attachment that covers the Software. If Customer
returns to AT&T, within such period, any AT&T Software that does not comply with this warranty,
then AT&T, at its option, will either repair or replace the portion of the AT&T Software
that does not comply or refund any amount Customer prepaid for the time periods following return
of such failed or defective AT&T Software to AT&T. This warranty will apply only if the AT&T
Software is used in accordance with the terms of this Agreement and is not altered, modified or tampered
with by Customer or Users. 

7.0    ADJUSTMENTS TO MINIMUM ANNUAL REVENUE COMMITMENTS 

In the event of a business downturn beyond Customer’s control, or a corporate divestiture, merger,
acquisition or significant restructuring or reorganization of Customer’s business, or network
optimization using other AT&T Services, or reduction of AT&T’s rates and charges, or
force majeure events, any of which significantly impairs Customer’s ability to meet Customer’s
minimum annual revenue commitments, if any, under an Attachment, AT&T will offer to adjust the
affected minimum annual revenue commitments so as to reflect Customer’s reduced traffic volumes, after taking into account the effect of such a reduction on AT&T’s costs and the AT&T prices that would otherwise be available at the revised minimum




	 
	Page 3 of 6	AT&T and Customer Proprietary	 
	 
	







	AT&T MA Reference No. __________
	 
	
  annual revenue
commitment levels. If the parties reach mutual agreement on revised minimum annual revenue commitments,
AT&T will amend or replace the affected Attachment, as applicable. Notwithstanding the foregoing,
this provision shall not apply to a change resulting from a decision by Customer to transfer portions
of Customer’s traffic or projected growth to service providers other than AT&T. Customer
must give AT&T written notice of the conditions Customer believes will require the application
of this provision. This provision does not constitute a waiver of any charges, including, but not
limited to, monthly recurring charges and shortfall charges, incurred by Customer prior to amendment
or replacement of the affected Attachment. 

8.0    FORCE MAJEURE 

Neither AT&T nor Customer shall be liable for any delay, failure in performance, loss or damage
due to: fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor
disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or
suppliers, acts of regulatory or governmental agencies, or other causes beyond such party’s
reasonable control, whether or not similar to the foregoing. 

9.0    LIMITATIONS OF LIABILITY 

9.1    EITHER PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDIES, FOR ANY DAMAGES
CAUSED BY ANY SERVICE DEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION WITH ANY SERVICE
OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE: 

(i)      FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL
OR TANGIBLE PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE WILLFUL MISCONDUCT
OF A PARTY OR ANY BREACH OF ARTICLES 4 OR 5, THE OTHER PARTY’S RIGHT TO PROVEN DIRECT DAMAGES;


(ii)     FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH IN ARTICLE 6;

 (iii)    FOR INTELLECTUAL
PROPERTY INFRINGEMENT, THE REMEDIES SET FORTH IN ARTICLE 11;

 (iv)    FOR DAMAGES OTHER THAN THOSE SET
FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT, EACH PARTY’S LIABILITY SHALL BE LIMITED TO
PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD)
AN AMOUNT EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE RELEVANT
COUNTRY DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED. THIS SHALL
NOT LIMIT CUSTOMER’S RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT.


(v)     THE LIMITATIONS IN THIS SECTION 9.1 ARE NOT INTENDED TO PRECLUDE A PARTY FROM SEEKING INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF A VIOLATION BY THE OTHER PARTY
OF ARTICLE 4 OR ARTICLE 5 OR CUSTOMER’S VIOLATION OF ARTICLE 6. 

9.2    EXCEPT FOR THE PARTIES’
ARTICLE 11 OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND OR INCREASED COST OF OPERATIONS. 

9.3    AT&T
SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION
OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER
OR THIRD PARTIES; SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT WHERE A CREDIT IS EXPLICITLY SET
FORTH IN AN ATTACHMENT OR SERVICE GUIDE) OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR, UNAUTHORIZED
ACCESS TO OR THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER’S, USERS’ OR THIRD PARTIES’
APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

 9.4    EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
OR NON-INFRINGEMENT OR ANY REPRESENTATION OR WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING
OR COURSE OF PERFORMANCE. 

9.5    THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY: (i) REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; AND (ii) WHETHER OR NOT
DAMAGES WERE FORESEEABLE. THESE LIMITATIONS OF LIABILITY SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES
PROVIDED IN THIS AGREEMENT. 

10.0    TERMINATION 

10.1    If a party fails to perform or observe any material term or condition of this Agreement and the
failure continues unremedied for thirty (30) days after receipt of written notice, the other party
may terminate or suspend for cause any Service components affected by the breach. 

10.2    An Attachment
may be terminated immediately upon written notice by either party if the other party has violated
the other party’s Marks or materially breached any provision of Article 4, or by AT&T due
to a material breach by Customer of any provision of Article 6. 10.3 AT&T may amend an applicable
Tariff or Service Guide from time to time consistent with this Agreement, provided, however, that
if AT&T revises an applicable Tariff or Service Guide in a manner that is material and adverse to Customer and AT&T does not effect revisions that remedy such adverse and material effect within thirty (30) days after receipt of written notice from Customer, then Customer may, as its sole remedy, elect to terminate the affected Service components on thirty (30) days’ written notice, given not later than ninety (90) days after Customer first learns of the event(s) giving rise to the termination



	 
	Page 4 of 6	AT&T and Customer Proprietary	 
	 
	







	AT&T MA Reference No. __________
	 
	
 right. However, a revision to
a Tariff or Service Guide shall not be considered material and adverse to Customer if (i) it affects
only Services or Service components not in substantial use by Customer at the time of the revision
or (ii) it changes Rates and Charges that are not fixed (stabilized) in an Attachment. 

10.4    Termination
Charges, if any, shall be as specified in an Attachment, in the event that AT&T terminates under
Section 10.1 or 10.2, or Customer terminates for convenience. 

10.5    Termination by either party of
an Attachment does not waive any other rights or remedies it may have under this Agreement. Termination
or suspension of an Attachment shall not affect the rights and obligations of the parties under any
other Attachment. 

11.0 FURTHER RESPONSIBILITIES 

11.1    AT&T agrees to defend or settle any claim against Customer and to pay all Damages that a court
may award against Customer, in any suit that alleges a Service infringes any patent, trademark, copyright
or trade secret, except where the claim or suit arises out of or results from: Customer’s
or User’s Content; modifications to the Service or combinations of the Service with non-AT&T
services or products, by Customer or others; AT&T’s adherence to Customer’s written
requirements; or, use of the Service in violation of this Agreement. Customer agrees to defend or
settle any claim against AT&T and to pay all Damages that a court may award against AT&T
in any suit that alleges a Service infringes any patent, trademark, copyright or trade secret, due
to any of the exceptions in the preceding sentence. 

11.2    Whenever AT&T is responsible under Section 11.1, AT&T may at its option either procure the right for Customer to continue using, or may
replace or modify the alleged infringing Service so that the Service becomes noninfringing, but if
those alternatives are not reasonably achievable, AT&T may terminate the affected Service without
liability other than as stated in Section 11.1. 

11.3    AT&T’s obligations and indemnities
under this Agreement run exclusively to Customer and are not intended to extend to third parties
that may use or be affected by Customer’s use of the services. Where Customer authorizes or
permits third parties to utilize the Services, it is Customer’s responsibility to limit its
liability to such parties, and, therefore, except to the extent AT&T is obligated to indemnify
Customer under this Article 11, Customer agrees to defend or settle any claim against AT&T by
such parties and to pay all Damages that a court may award against AT&T in any suit brought by
such parties. 

11.4    The indemnified party under this Article 11: (i) must notify the other party
in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided
that failure to do so shall have no effect except to the extent the other party is prejudiced thereby;
(ii) shall have the right to participate in such defense or settlement with its own counsel
and at its sole expense, but the other party shall have control of the defense or settlement; and
(iii) shall reasonably cooperate with the defense. 

12.0    EXPORT CONTROL 

12.1    The parties acknowledge that equipment, products, Software, and technical information (including,
but not limited to, technical assistance and training) provided under this Agreement may be subject
to export laws and regulations, and any use or transfer of the equipment, products, Software, and
technical information must be in compliance with all applicable regulations. The parties will not
use, distribute, transfer, or transmit the equipment, products, Software, or technical information
(even if incorporated into other products) except in compliance with all applicable export regulations.
If requested by either party, the other party agrees to sign written assurances and other export-related
documents as may be required to comply with all applicable export regulations. 

12.2    In the event any necessary export license cannot be obtained within six (6) months after application
therefor, neither party shall have further obligations with respect to providing or purchasing and,
if applicable, Customer shall return to AT&T, the equipment, products, Software, or technical
information that is the subject matter of the unsuccessful export application. 

13.0    GENERAL PROVISIONS 

13.1    Any supplement to or modification or waiver of any provision of this Agreement must be in writing
and signed by authorized representatives of both parties. A waiver by either party of any breach
of this Agreement shall not operate as a waiver of any other breach of this Agreement. 

13.2    This
Agreement may not be assigned by either party without the prior written consent of the other, except
that either party may, without the other party’s consent, assign this Agreement or such portions
of any Attachment that relate to Services provided in a particular country, to a present or future
Affiliate or successor, provided that any such assignment shall be contingent upon the assignor remaining
responsible for the performance of its assignee and AT&T determining Customer’s assignee(s)
to be creditworthy and in compliance with any eligibility criteria for the Services. AT&T may
subcontract work to be performed under this Agreement, but shall retain responsibility for all such
work.

 13.3    If any portion of this Agreement is found to be invalid or unenforceable or if, notwithstanding
Section 13.6, local law mandates a different interpretation or result, the remaining provisions shall
remain in effect and the parties shall negotiate in good faith to substitute for such invalid, illegal,
or unenforceable provision a mutually acceptable provision consistent with the original intention
of the parties.

 13.4    Any legal action arising in connection with this Agreement must begin within
two (2) years after the cause of action arises. 

13.5    All required notices under this Agreement shall
be in writing and either mailed by certified or registered mail, postage prepaid return receipt requested,
sent by express courier or hand delivered and addressed to each party at the address set forth on the cover page of this Agreement or, if the notice relates to a specific
Attachment, the address set forth in such Attachment, or such other address that a party indicates
in writing. 

13.6    The construction, interpretation and performance of this Agreement shall be governed by the substantive law



	 
	Page 5 of 6	AT&T and Customer Proprietary	 
	 
	







	AT&T MA Reference No. __________
	 
	
  of the State of New York, excluding its choice of law rules, and applicable
laws and regulations of the United States of America. The United Nations Convention on Contracts
for International Sale of Goods shall not apply. The parties consent to the exclusive jurisdiction
of the courts located in New York City, USA. 

13.7    This Agreement does not provide any third party
(including Users) with any remedy, claim, liability, reimbursement, cause of action or other right
or privilege. 

13.8    The respective obligations of Customer and AT&T, which by their nature would
continue beyond the termination or expiration of any Attachment or this Agreement, including, without
limitation, the obligations regarding Use of Information, Publicity and Marks, Further Responsibilities
and Limitations of Liability, shall survive termination or expiration. 

13.9    The authentic language
of this Agreement is English. In the event of a conflict between this Agreement and any translation,
the English version will take precedence. 

13.10    THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
THE PARTIES WITH RESPECT TO THE SERVICES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,
REPRESENTATIONS, STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL CONCERNING THE SERVICES, OR
THE RIGHTS AND OBLIGATIONS RELATING TO THE SERVICES. THIS AGREEMENT SHALL NOT BE MODIFIED, OR SUPPLEMENTED
BY ANY WRITTEN OR ORAL STATEMENTS, PROPOSALS, REPRESENTATIONS, ADVERTISEMENTS, SERVICE DESCRIPTIONS
OR CUSTOMER’S PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ATTACHMENT. 



	 
	Page 6 of 6	AT&T and Customer Proprietary	 
	 
	








		 	AT&T MA Ref No._____________
	 	AT&T SA Ref No._____________
	AT&T ENTERPRISE HOSTING

      SCHEDULE 6 - PRICING SCHEDULE	 
	 	 
	 


	 	Customer
	 	Convera Corp.

	 	 	 	 
	 	Facility
	 	San Diego II (Koll) - SAN2

	 	Order Type
	 	Client Managed

	 	Approved Date
	 	08/09/2004

	 	Ref Id
	 	20040707JL15570 ( U0084982.pdf )

	 	Contract Term
	 	24 Months

	 	Date Created
	 	08/10/2004



	 
	
Schedule 6 - Pricing Schedule specifies the pricing for the AT&T Enterprise Hosting Service You
have ordered. This includes all components of Your Service, space, one-time service set-up and installation
fees, and any other recurring service fees. These Services will be provided under the terms of the
Service Order Attachment and any relevant Addendums.

Additional Charges: Additional charges may apply for services and support rendered in excess of what
is contained in Schedule 6 - Pricing Schedule. You and AT&T will mutually agree upon these charges
before any such services or support is rendered. Please refer to the Service Guide and Statement
of Work for specific details.

You are responsible for any applicable sales tax, and for a 1% shipping and handling fees associated
with Your Purchased Equipment. AT&T is not responsible for any delays associated with Purchased
Equipment. Service fees are quoted for each of the following components:

Installation and Setup Fees: These include Installation and set-up of one or more server system(s),
server component(s), Software and/or any rack or other space configurations.

Bandwidth: This includes additional committed bandwidth per server or server cluster, including the
option to burst to the full bandwidth available to You based on Your configuration.

Rental: This includes any rental of equipment, server components and/or software provided by AT&T

Monitoring and Management: This includes bandwidth, network access (ping) and web service (port 80).

Rack Space: This includes any standard and non-standard space which is configured for Your Service
within the Internet Data Center.

SIGNATURE BELOW BY AUTHORIZED REPRESENTATIVE IS YOUR CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

	 


	Customer	Convera Corp.	AT&T
	Signature	 	Signature
	Print Name	 	Print Name
	Title	 	Title
	Date	 	Date


	

Page 1of 3 









		 	AT&T MA Ref No._____________
	 	AT&T SA Ref No._____________
	AT&T ENTERPRISE HOSTING

      SCHEDULE 6 - PRICING SCHEDULE	 
	 	 
	   


	Description NRC
	 	Description MRC
	 	Unit Price

      NRC	 	 Unit Price 

      MRC	 	Qty
	 	Total 

        NRC
	 	Total 

        MRC
	 
	
	 	
	 	
	 	
	 	
	 	
	 	
	 
	SECTION 1. FACILITIES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rack Space
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(Part# 155) 4 Post Rack
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 174) Install 4 Post Rack(s) 
	 	(s) caged
	 	$
	310.00
	 	$
	690.00
	 	5
	 	$
	1,550.00
	 	$
	3,450.00
	 
	 	 	Prices include special discounts.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In month 5, Additional
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	31-rack cage extension
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	will be added to
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	the original 5-rack
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	cage. The additional 31-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	rack cage will be billed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	at NRC $310 and MRC $690
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 350) Install Custom Cage
	 	per rack. Total cost of
	 	$
	.00
	 	$
	.00
	 	 	 	$
	.00
	 	$
	.00
	 
	 	 	additional 31-rack cage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	will be NRC $9610 and
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MRC $21390. This amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	to be billed beginning
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	in Month 5 of this
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Attachment.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prices include special discounts.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Power
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 269) Install (active) 110V
	 	(Part# 205) 110V 20Amp
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20Amp circuit(s)
	 	circuit(s)
	 	$
	155.00
	 	$
	240.00
	 	12
	 	$
	1,860.00
	 	$
	2,880.00
	 
	 	 	Prices include special discounts.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In month 5, an
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	additional 78 active
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	110V 20Amp circuit(s)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	will be provisioned in
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	the additional 31-rack
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	cage. Price per circuit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	is NRC $155 and MRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 269) Install (active) 110V
	 	$240. Total price for
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20Amp circuit(s)
	 	the additional 78 active
	 	$
	.00
	 	$
	.00
	 	 	 	$
	.00
	 	$
	.00
	 
	 	 	110V/20 circuits is NRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$12090 and MRC $18720.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	This amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	to be billed beginning
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	in Month 5 of this
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Attachment.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prices include special discounts.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 269) Install (active/passive)
	 	(Part# 206) 220V 30Amp
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	220V 30Amp single phase
	 	single phase circuit(s)
	 	$
	620.00
	 	$
	720.00
	 	1
	 	$
	620.00
	 	$
	720.00
	 
	circuit(s)
	 	Prices include special discounts.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In month 5, an
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	additional 5 redundant
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	220V 30Amp circuit pairs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	will be provisioned in
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	the additional 31-rack
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	cage. Price per circuit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	pair is NRC $620 and MRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 269) Install (active/passive)
	 	$720. Total price for
	 	$
	.00
	 	$
	.00
	 	 	 	$
	.00
	 	$
	.00
	 
	220V 30Amp single phase
	 	the additional 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	circuit(s)
	 	redundant 220V/20A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	circuit pairs is NRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$3100 and MRC $3600.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	This amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	to be billed beginning
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	in Month 5 of this
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Attachment.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECTION 2. CONNECTIVITY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Front-End Connectivity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	

Page 2 of 3 









		 	AT&T MA Ref No._____________
	 	AT&T SA Ref No._____________
	AT&T ENTERPRISE HOSTING

      SCHEDULE 6 - PRICING SCHEDULE	 
	 	 
	   


	 	 	(Part# 053)Two-(2)Mbps	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	customer committed	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	rate (CIR) burstable on
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	N/A
	 	a Fast Ethernet at an
	 	$
	.00
	 	$
	100.00
	 	2
	 	$
	.00
	 	$	200.00
	 
	 	 	additional $150 per 1Mbps
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Price includes special discount.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In month 5, CIR will be
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	increased to 150 Mbps
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CIR. The bandwidth will
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	be priced at a MRC of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$100 per Mbps with
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	burstable rate of $130
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	N/A
	 	per Mbps. Total cost of
	 	$
	$.00
	 	$
	.00
	 	 	 	$
	.00
	 	$	.00
	 
	 	 	150 Mbps CIR will be NRC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	$0 and MRC $15000. This
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	amount to be billed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	beginning in Month 5 of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	this Attachment.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Price includes special discount.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In month 5, 2 Gigabit
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ethernet WAN handoffs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	will be added to the
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Part# 414) Additional WAN
	 	Customer deployement to
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Connectivity Gigabit Ethernet
	 	support the increase in
	 	$
	$.00
	 	$
	.00
	 	 	 	$
	.00
	 	$	.00
	 
	handoff
	 	CIR. The cost per
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	handoff is NRC $0 and
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MRC $0.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Price includes special discount.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SECTION 11. REMOTE HANDS SERVICE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Remote Hands Service
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(Part# 967) Remote Hands
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Service On
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Demand @ $220 per hour
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	N/A
	 	(no charge for
	 	$
	$.00
	 	$
	.00
	 	 	 	$
	.00
	 	$	.00
	 
	 	 	AT&T Managed and AT&T
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Enhanced Managed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Customers)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total	 	$
	4,030.00
	 	$	7,250.00
	 
																		
																		


	 
	
Special Comments Section:

ADDITIONAL COMMENTS....(Comments):

	 


	 	Discounting provided herein is dependent upon Customer purchasing no less than an additional cage extension
of 31-racks, an additional 78 active 110V/20A circuits, an additional 5 redundant 220V/30A circuit
pairs, and an increase in bandwidth CIR to 150 Mbps no later than month five (5) of this Attachment.
All changes to the environment and billing will be triggered with a change order.


	

Page 3 of 3 









		 	AT&T MA Reference No. __________
	 	 
	AT&T Enterprise Hosting Service

      Service Order Attachment	 
	 	 
	 


	 CUSTOMER Legal Name (“Customer”) 	 	 AT&T Corp. (or enter AT&T signing entity)

    (“AT&T”) 	 	 AT&T Sales Contact Name

       o Primary Contact
	 Convera Corp.  	 	 AT&T Corp.   	 	 Name: Arthur M. Chaite
	 CUSTOMER Address	 	 AT&T Corp. Address and Contact	 	 AT&T Sales Contact Information
	 1921 Gallows Road 

      Vienna 

      VA USA 

      22182 	 	 55 Corporate Drive 

      Bridgewater , New Jersey 08807 

      Attn: Master Agreement Support Team

      

      Email:   mast@att.com 

      url:         http://ma.kweb.att.com/ 

      Fax:       908-658-2562

      

      Notice of termination by Customer must also be 

      sent to:   

      

      9805 Scranton Rd., Suite 150 

      San Diego , CA 92121 

      Attn: AT&T ENS Customer Quality Care	 	 Address:

      3033 Chain Bridge Road

      Oakton

      VA USA

      22185

      

      Fax: 703-691-5101 

      Email: chaiteiii@att.com 

      Sales/Branch Manager: Stapleton 

      Sales Strata (if applicable): Select 

      Sales Region: Argy
	 CUSTOMER Contact 	 	 AT&T Address and Contact (if signing entity

    other than AT&T Corp.) 	 	 AT&T Authorized Agent Information

      (if applicable)  o Primary Contact 
	 Name: Joe Robertson 

      Title: Director 

      Telephone: (760) 930-7675 

      Fax:       

      Email: jrobertson@convera.com 

      Billing Address: 

      Street Address 

      City

      State/Province Country 

      Domestic/International Zip Code	 	 	 	 Name: First     Last 

      Company Name: Agency Company 

      Agent Address: Street Address 

      City 

      State/Province     Country 

      Domestic/International Zip Code 

      Telephone:       

      Fax: Email: 

      Agent Code: Agent Authorization Code 


	 	 
	 	
This Service Order Attachment and the Schedules checked in the boxes below, are part of the Agreement
between Customer and AT&T referenced above. In the event of conflict among the documents, the
order of descending priority shall be this Service Order Attachment, the Agreement’s general
terms and conditions, and the Service Guide.

The following Schedules are attached and made part of this Agreement. Please check all that apply:


	 	 


	x AT&T Client Managed

      Services 

      o Schedule 5 International 

      Service Terms 

      x Schedule 6 Pricing Schedule

      o Schedule 7 Service Description 

      Insert 

      

      

    	 	o AT&T Managed Services

      o Schedule 1 Professional

      Services 

      oSchedule 3 Third Party 

      Software 

      o Schedule 5 International

      Service Terms 

      o Schedule 6 Pricing Schedule

      o Schedule 7 Service 

      Description 

      

      	 	o AT&T Enhanced Managed 

      Services 

      o Schedule 1 Professional

      Services 

      o Schedule 2 Enhanced Managed

      Services

      o Schedule 3 Third Party Software 

      o Schedule 5 International Service

      Terms 

      o Schedule 6 Pricing Schedule 

      o Schedule 7 Service Description 

      Insert 

      	 	 o  If this box is checked, Service
        will not be delivered until
        Customer’s AT&T backend circuits
        are provisioned. Customer will not
        have access to Customer Space
        (Client Managed Services) or
        Customer servers (AT&T Managed
        and Enhanced Managed Services)
        until such time. If AT&T grants
        Customer access prior to
        completing provisioning of the
        Service, such access date will
        become the Service Activation
        Date for Service. 

	Initial Service Period: 

      Twenty-four (24) months 	 	Insert Initial Service Period: 

      Please Specify
    	 	Initial Service Period: 

    Please Specify    	 


	 	 	 	 	 
	 	      AGREED:    

        CUSTOMER: Convera Corp.
	 	        AGREED:  

        AT&T CORP.      
	 
	 	 	 	 	 
	 	By:_______________________________	 	By:_______________________________	 
	 	(Authorized Signature)	 	  (Authorized Signature)	 
	 	_________________________________	 	_________________________________	 
	 	(Typed or Printed Name)	 	(Typed or Printed Name)	 
	 	_________________________________	 	_________________________________	 
	 	(Title)	 	(Title)	 
	 	_________________________________	 	_________________________________	 
	 	(Date) 	 	(Date) 	 



	

AT&T and Customer Proprietary

AT&T Enterprise Hosting Service 

Page 1 of 3 










	AT&T MA Reference No. __________        
	 
	

1.             THE SERVICE

AT&T will provide the Services designated on the Cover Page to Customer as ordered under this Attachment.
The service descriptions and other provisions relating to the Services will be as set forth in this
Attachment, the Agreement’s general terms and conditions, and the appropriate sections of the
Service Guide. Pricing is set forth in the Pricing Schedule.

2.             DEFINITIONS

Capitalized terms used but not defined in this Attachment are defined elsewhere in the Agreement.

A.  “Effective Date” is the date on which the last party signs this Attachment.

B.  “Equipment” means AT&T provided equipment, Customer provided equipment and Purchased Equipment.

C.  “Initial Service Period” is the Period of Service stated on the first page of this Attachment. The Initial Service
Period begins on the Service Activation Date of each Service Component or the date specified by AT&T
for phased installations. 

D.  “Purchased Equipment” means equipment sold under this Attachment by AT&T or its suppliers to Customer.

E.  “Service Activation Date” for each Service is either the Implementation Date (AT&T Managed Services), the Site Readiness
Date (Client Managed Services), or the Production Ready Date (Enhanced Managed Services). 

F.  “Service Guide” consists of the standard AT&T service descriptions and other provisions, as revised by AT&T
from time to time, relating to Service offered under this Attachment. The Service Guide is located
at http://www.att.com/abs/serviceguide or at such other address as AT&T may specify by posting
or email notice.

G.  “Service Period” is the Initial Service Period plus all Renewal Service Periods for each Service Component.

3.             PRICING, BILLING AND ORDERING

A.  Any discounts and stabilized prices applicable to the Service during the Service Period are
shown in the Pricing Schedules. 

B.  Unless otherwise specified on the Pricing Schedule, billing for any Service Customer orders
under this Attachment begins on the Service Activation Date of the Service.

C. During the Service Period, AT&T may, upon prior written notice to Customer, increase the price
of any electricity or power related element of Service. Each such price increase will be directly
attributable to AT&T’s electricity or power cost increases and will not exceed 5% of the
monthly recurring charge for the then current Services under this Attachment. 

4.             TERM AND TERMINATION 

A.  The term of this Attachment (“Attachment Term”) shall begin on the Effective
Date and continue through the end of the applicable Service Period for the last remaining Service
Component. The Initial Service Period shall be extended for additional consecutive 1-year Renewal
Service Periods, unless either party notifies the other of its desire to not renew, as follows: (i)
in the case of Client Managed Services or AT&T Managed Services, the party that does not wish
to renew must provide notice to the other party no later than thirty (30) days before the last day
of the applicable Initial or Renewal Service Period; and (ii) in the case of Enhanced Managed Services,
the party that does not wish to renew must provide notice to the other party no later than one hundred
twenty (120) days before the last day of the applicable Initial or Renewal Service Period. 

B.  If Customer fails to rectify a violation of the AT&T Acceptable Use Policy (“AUP”)
within ten (10) days after receiving notice thereof from AT&T, then AT&T may terminate this
Attachment or suspend Service, except that Service may be suspended without notice (i) in response
to a court order or government demand, or (ii) if AT&T determines, in its reasonable discretion,
that the violation is likely to cause AT&T to be in violation of law or expose AT&T to irreparable
harm or cause harm to the integrity or normal operation of AT&T’s network or AT&T’s
ability to provide services to customers.

C.  AT&T may discontinue providing the Service to the public (including Customer),
upon twelve (12) months written notice, or a Service Component, upon one hundred twenty (120) days
written notice. 

D.  In the event of a termination of the Service, in whole or in part, during the Attachment Term,
either by Customer for its convenience or by AT&T as permitted for cause under the Agreement,
then Customer must provide AT&T at least sixty (60) days’ prior written notice (if Customer
is the terminating party), and, pay: (i) all charges incurred as of the effective date of termination,
(ii) waived installation charges for Service Components which have not met the applicable minimum
retention period (specified in this Attachment or the Service Guide) as of the termination date,
(iii) all third party charges incurred by AT&T due to the termination, (iv) the remaining charges
associated with any AT&T Equipment and Purchased Equipment, and (v) a Termination Charge equal
to 50% of the scheduled payments for each of the months remaining in the applicable Service Period
and, for AT&T Managed and Enhanced Managed Services, any additional Termination Charges described
in the Schedules to this Attachment. 

5.             RESPONSIBILITIES OF THE PARTIES 

A.  Customer agrees to be bound by and shall assure that Users comply with the AUP. The AUP details
the types of activities that are prohibited by Customer’s or Users’ use of the Service,
including but not limited to interfering with or disrupting other network users, network services
or network equipment. The AUP may be revised from time to time, and is available for review at http://www.ipservices.att.com/policy.cfm
or at such other address as AT&T may specify by posting or email notice. If Customer wishes to
be notified of any AUP modification, please visit such address and subscribe to the AUP modification
notification service.

B.  The service (including any software and equipment) is not fault-tolerant and is therefore
not intended for, and Customer assumes all risk associated with, any application requiring fail-safe
performance or where personal injury or death or significant property or environmental damage could
result.

C.  Customer is responsible for (i) selecting the Users that Customer permit to access each Service;
(ii) implementing appropriate terms, conditions, and measures to ensure that all Users comply with
the terms and conditions of this Agreement; (iii) providing, training, copying, installing and distributing
any notices or software (and updates, if any) to Users; and (iv) billing and collecting any amounts
Customer elects to charge 



	

  AT&T and Customer Proprietary

      AT&T Enterprise Hosting Service 

       Page 2 of 3 

  







	AT&T MA Reference No. __________        
	 
	
Users in connection with such Service. Except to the extent that Customer orders help desk services
from AT&T, AT&T will not provide support directly to or interface with any User.

D.  Neither party will provide the other with any Content or software that such party knows or
should have reason to know contains any virus or destructive element. Each party will notify the
other as to the existence of any such virus or destructive element immediately upon discovery thereof,
and each party will have the right to take steps it deems appropriate to eliminate the virus or destructive
element.

E.  AT&T may perform routine scheduled security maintenance and/or unscheduled security audits
of all network connections on Equipment within the Data Center used to provide the Service. AT&T
will promptly notify Customer in the event of any disruption of the Service resulting from these
security activities.

F.  Except for domain names expressly registered in Customer’s name, all IP addresses, AT&T-based
domain names and telephone numbers shall remain, at all times, property of AT&T and shall be
non-transferable and Customer shall have no right to use same upon termination or expiration of this
Attachment. 

G. For AT&T Monitoring Services and Enhanced Managed Services, AT&T may suggest certain performance
improvements, modifications or upgrades to enhance the performance of the Service (“Performance
Upgrades”). Any such Performance Upgrades are recommendations only and the decision to implement
is at Customer’s discretion and risk. Performance Upgrades may have a one-time and/or monthly
cost associated with them. 

H.  AT&T will use reasonable commercial efforts in providing the Service. However, AT&T
does not guarantee network security, the prevention of unauthorized access, the integrity of any
data which is backed up, stored or subject to load balancing, or the successful or ongoing registration
of any requested domain names. 

6.             FACILITIES, EQUIPMENT AND SOFTWARE

A.  All ownership interest in all facilities and associated Equipment provided by a party shall
at all times remain with that party. If any Customer Equipment or Customer Software is used to provide
the Service, Customer grants AT&T a personal, non-transferable and non-exclusive license to use
such Customer Equipment or Customer Software in the manner necessary to provide the Service. 

B.  Equipment, if any, will be subject to the terms, conditions and licenses set forth in this
Attachment. Customer Equipment shall not be removed, relocated, modified, interfered with, or attached
to non-AT&T Equipment by Customer without prior written authorization from AT&T, which authorization
will not be unreasonably withheld.

C.  Title to and risk of loss of Purchased Equipment will pass to Customer as of the date the
Purchased Equipment is delivered to the Data Center. AT&T retains a purchase money security interest
in each item of Purchased Equipment until Customer pays for it in full. Customer agrees to execute
financing statements required to enable AT&T to file and perfect AT&T’s security interest
in such Purchased Equipment. 

D.  Upon sixty (60) days’ prior written notice if for AT&T’s convenience, or with
as much notice as may be feasible in the event of an emergency, AT&T may require Customer (at
AT&T’s expense) to relocate Equipment to the next nearest Space or Data Center; provided,
however, that the site of re-location shall afford comparable environmental conditions and accessibility
to Equipment. Customer may provide AT&T sixty (60) days written notice of Customer’s request
to relocate Customer Equipment or Equipment, which relocation will be at Customer’s expense.

E. AT&T shall not be responsible for the maintenance or repair of software, facilities, or Equipment
that AT&T does not furnish.

F.  All Purchased Equipment and Third Party Software provided under this Attachment is provided
on an “as is” basis, except that AT&T will pass through to Customer any warranties
available from its Purchased Equipment and Third Party Software suppliers, to the extent that AT&T
is permitted to do so under its contracts with those suppliers. In addition, no maintenance, repair
or other support is provided for Purchased Equipment or Third Party Software, except as expressly
stated in the Service Guide or the terms and conditions provided with the Third Party Software, respectively.


G. If Customer contracts with other companies (“Third Party Vendors”) to provide maintenance
services for Customer Equipment and Customer Software, AT&T shall, if Customer requests and provides
a letter of agency prior to the Service Activation Date, make reasonable efforts to refer Out-of-Scope
Troubles identified by AT&T or Customer to the appropriate Third Party Vendor. Customer shall
maintain full responsibility for the performance and costs of the Third Party Vendors. AT&T is
not responsible for any adverse impacts on the Services due to a failure of Third Party Vendor(s)
to perform maintenance services.

7.             INTELLECTUAL PROPERTY RIGHTS 

All Intellectual Property made, conceived or devised by AT&T and provided or made available to
Customer shall be and remain the sole and exclusive property of AT&T.

8.             CUSTOMER SPACE USAGE IN THE IDC

A. Client Managed Services may include AT&T Equipment or Customer Equipment collocated in an IDC.


B.    Customer accepts the Space in its “as is” condition and acknowledges
that AT&T has no obligation to make alterations, improvements, additions, decorations or changes
within the Space, except to the extent required to conform to the standard physical space and electrical
power configurations in effect for the IDC. 

C. Customer will keep the Space tidy and free of any debris and clutter and will maintain the Space
in compliance with any related IDC policies and any governmental laws and regulations, including
any fire codes. If Customer fails to do so, AT&T, at Customer’s expense, may take any necessary
corrective measures. 

D.  Upon termination or expiration of this Attachment, Customer shall leave the Space in as good
condition, normal wear and tear excepted, as it was at the Service Activation Date, and Customer
shall remove any Customer Equipment and other Customer property from the Space.

E.  Customer shall not make physical alternations or modifications to the Space, without prior
written permission from AT&T. AT&T may suspend or terminate, in whole or in part, Customer’s
Service or this Attachment immediately upon any such violations. 



	


AT&T and Customer Proprietary

AT&T Enterprise Hosting Service 

Page 3 of 3