Amendment No. 1 to OEM Agreement




 Exhibit 10.41 
 CONFIDENTIAL TREATMENT REQUESTED 
 AMENDMENT NO. 1 TO 
 OEM AGREEMENT 
 THIS AMENDMENT NO. 1 (the
“Amendment”) is made as of the last date signed below (the “Effective Date”), as an amendment to the OEM Agreement dated August 14, 2006 (the “Agreement”), by and between ANDA Networks, Inc., a Delaware
Corporation with its principal place of business at 247 Santa Ana Court, Sunnyvale, California 94085 (“Supplier”) and Ciena Corporation, a Delaware corporation with its principal place of business at 1201 Winterson Road, Linthicum,
Maryland 21090 (together with its affiliates and subsidiaries, “Ciena” and, together with Supplier, the “Parties” and each individually a “Party”). Except as otherwise indicated, defined terms in this Amendment have the
same meaning as in the Agreement. 
 WHEREAS, the Parties wish to amend the Agreement on the terms and conditions as set forth below. 
 NOW, THEREFORE, the Parties hereto agree as follows: 
 1. Section 1.5 of
the Agreement is hereby deleted in its entirety and replaced with the following: 
 1.5 “Products” means Supplier’s products,
related Software and all other products as set forth on Exhibits A and A-1 hereto, and any improvements, updates, upgrades or modifications to the same. 
 2. Sections 3.3, 3.4 and 3.5 of the Agreement are hereby deleted in their entirety and replaced with the following: 
 3.3 Forecast. At least once each quarter during the term of this Agreement, Ciena will provide Supplier with a rolling [*] forecast of purchases of Products hereunder (the “Forecast”). The Parties acknowledge and agree that
the Forecast shall be used by Supplier for planning purposes in order to comply with delivery intervals under Section 3.5, but shall neither constitute a purchase commitment from Ciena for Products nor be relied on by Supplier as such purchase
commitment from Ciena. 
 3.4 Component Procurement. Supplier is authorized to purchase raw materials and components for use in
manufacturing Products based on the Forecasts and Purchase Orders issued by Ciena hereunder. Specifically, based on quoted component lead times from its suppliers, Supplier will determine when to purchase those raw materials and components necessary
to support the current Forecast and Purchase Order(s) issued by Ciena within the delivery intervals under Section 3.5. 
 3.5 Delivery
Intervals. All Products included in the Forecast will be delivered by Supplier to the FCA point within [*] weeks after receipt of the Purchase Order and Products not included in the Forecast will be delivered by Supplier to the FCA point within
[*] weeks after receipt of the Purchase Order. In the event an End User requests a shorter delivery interval, Supplier will use all commercially reasonable efforts to ship the Product(s) within such delivery interval. All specially manufactured
Products shall be shipped on a mutually acceptable time frame. In the event Ciena requests accelerated delivery of Products and such accelerated delivery results in increased costs to Supplier, the Parties shall mutually agree upon the delivery
schedule and Supplier may charge a premium, as mutually agreed with Ciena, for such accelerated delivery. 
  


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 3.6 Rescheduling/Postponement of Purchase Orders, Ciena may reschedule or postpone the delivery
date of all or any portion of a Purchase Order, without liability or charge and upon written notice to Supplier, for a period not to exceed [*] from the original delivery date, If Ciena has not taken delivery of Products associated with a
rescheduled or postponed Purchase Order within such [*] period, then Ciena will agree to take immediate delivery of such Products at the FCA point and pay a storage and handling fee in the amount of [*] of the purchase price of the affected
Products. 
 3.7 Cancellation of Purchase Orders. 
 (a) In the event that Ciena cancels all or any portion of a Purchase Order within [*] prior to the scheduled delivery date (except for cancellation contemporaneous with its termination of this Agreement pursuant to
Section 11.2(b) herein), then Ciena will be liable and Supplier shall invoice Ciena for the following cancellation charges, subject to Section 3.7(b) below: (i) Supplier’s labor costs and Supplier’s quoted price (i.e., the
price set forth in the costed bill of materials in Supplier’s price quotation) for all assembly work in process necessary to manufacture the Products in the canceled Purchase Order, and (ii) Ciena’s purchase price for all finished
Products manufactured pursuant to the canceled Purchase Order. Such cancellation charges are independent of any storage and handling fees incurred pursuant to Section 3.6. Ciena may cancel all or any portion of a Purchase Order more than [*]
prior to the scheduled delivery date, without any penalty or liability and for any reason whatsoever, upon written notice to Supplier. 
 (b)
Notwithstanding the foregoing, Supplier will use commercially reasonable efforts to mitigate Ciena’s liability under Section 3.7(a) for a period of [*] after receipt of notice of cancellation of a Purchase Order, including but not limited
to (i) cancellation or rescheduling of its applicable supplier component purchase orders, (ii) reduction of its component inventory through return-for-credit programs, and (iii) allocation of components to alternate customers.
Supplier will provide documentation of such mitigation efforts upon Ciena’s request. 
 (c) Except as otherwise set forth in this
Section 3.7, Ciena will not be liable for any other components, inventory, penalties or charges of any kind as a result of its cancellation of a Purchase Order. 
 3.8 Electronic Data Interchange. Supplier shall use commercially reasonable efforts to implement, within [*] of the Effective Date of this Agreement, sufficient systems and processes that will enable the
Parties to exchange orders, payments, acknowledgements, invoices, remittance notices, and other records (“Data”) electronically, in place of tangible documents, which Data will be exchanged in accordance with the Telecommunications
Industry Forum EDI Guidelines for use of American National Standards Institute (ANSI) Accredited Standards Committee X12 transaction sets, unless the Parties mutually agree to a proprietary format or another standard (i.e., Extensible Markup
Language (XML)). 
 3. Section 2.2 of Exhibit B (Authorized and Exclusive Accounts) to the Agreement is hereby amended to include the following:

 In addition, AT&T shall be designated as an Exclusive Account specifically for the AT&T Ethernet RFP bid (RFP#20070829.006.P for
Metro-Ethernet Terminating Equipment) (or any successor RFP issued by AT&T that is specifically intended by AT&T to replace or supersede the above-named RFP) as of the Effective Date of Amendment No. 1 to this Agreement. 
  


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 4. Section 5.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following: 
 (a) Supplier’s list prices for each Product (by individual part number) are as set forth on Exhibit A hereto. The Parties acknowledge and
agree that (i) Supplier’s list prices shall remain fixed for [*] from the Effective Date of Amendment No. 1 to this Agreement, and (ii) thereafter, Supplier may revise its list price(s) upon [*] advance written notice to Ciena,
provided that any increase in list price shall result in a corresponding increase in Ciena’s discount for such Product(s) to ensure the same net transfer price to Ciena. Ciena shall have the right, in its discretion, to determine prices for
which it sells Products to End Users. All pricing offered and payments made under this Agreement shall be in U.S. dollars. 
  

	 	(i)	Standard (Rest of World) Pricing. Ciena’s standard discount levels for the 

 Products, with the accompanying terms and conditions, are attached as Exhibit A hereto. 
  

	 	(ii)	Custom Pricing. Ciena and Supplier may from time to time mutually agree to custom products and price lists applicable to specific End Users which will be appended to Exhibit
A (“Custom Price Lists”). For example, the Custom Price List for British Telecommunications plc (“BT”) has been agreed to by Ciena and Supplier and is attached hereto as Exhibit A-l. The Custom Price Lists shall not be
applicable to sales of Products to other End Users. 

 6. Exhibit A to the Agreement (General Supplier Product and Price List) is hereby
deleted in its entirety and replaced with the Exhibits A and A-l, attached hereto and incorporated by reference herein. 
 7. Exhibit D (Services) to the
Agreement is hereby deleted in its entirety and replaced with the Exhibit D attached hereto and incorporated by reference herein. 
 8. In connection with
sale of Products to BT, Supplier agrees that it will be responsible for any penalties assessed against Ciena by BT in connection with the Contract Performance Requirements set forth in Appendix 13A Parts 1 and 2 to 21CN Transmission Contract
No. 674920 between BT and Ciena, copies of which are attached hereto as Exhibit E, to the extent such penalties result from Products and Services provided by Supplier and subject to satisfaction of the following conditions: 
  

	 	(a)	The CPR measurements will commence as follows: (i) for CPRs El, E2 and D1-D4, upon Supplier’s TAC receipt of a call escalation for Third Level Support; and (ii) for
other applicable CPRs, if and to the extent applicable, upon Supplier’s receipt of the Field Replaceable Unit (FRU) at its California facility. 

  

	 	(b)	In connection with those CPRs involving problem resolution (hardware, software, firmware, FRU failures): (i) once escalated to Supplier for Third Level Support, the problem
must be reproducible or replicable on the same network architecture; (ii) in order to expedite problem resolution for CPRs El, E2 and D1-D4, Supplier is provided reasonable access to OEM product unit memory dumps, configuration information or
databases, interfaces or connectivity configuration to other products to which the Products are connected, any SNMP data or traps captured, and (if requested by Supplier) the actual unit or key cards; and (iii) Supplier is not responsible for a
CPR if and to the extent that the delay or failure is not directly attributable to Supplier (e.g., multi-vendor induced attribution issues). 

  

	 	(c)	In connection with CPRs 3/1 and 3/2 (Delivery and Acceptance), the following items shall not be included as part of Supplier’s delivery responsibility to BT: (i) SFPs that
are to be 

  


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provided by Ciena; (ii) ON-Center NMS; (iii) special shipping labels, instructions or documentation required by Ciena for the Products (except to
the extent required by BT); (iv) special cables or connectors that are to be provided by Ciena with the Products; or (v) Ciena products (e.g., CoreDirector, CN 4200). 


  

	 	(d)	If and when the measurements and remedies for CPRs 2/1 and 2/2 (TIP) are subsequently negotiated and agreed between Ciena/Supplier and BT, they shall be included in this Agreement
by separate written amendment. 

 In the event that BT asserts a CPR pursuant to the appendices attached as Exhibit E, and to the extent
necessary, the Parties shall determine in good faith, either in parallel with or subsequent to the attribution process with BT set forth therein, what proportion of responsibility for the remedy should be attributable to Supplier and/or Ciena.

 9. Section 15.1 of the Agreement is hereby amended by inserting the following clarifying language after the second sentence of this section:

 “For the avoidance of doubt, Confidential Information includes all confidential and proprietary information disclosed by the Parties
pursuant to that certain Mutual Non-Disclosure Agreement entered into by the Parties dated April 19, 2004.” 
 10. Except as amended by this
Amendment, all of the original terms and provisions of the Agreement shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment will prevail. This Amendment
is entered into and shall be governed by the laws of the State of New York, exclusive of its choice of law provisions. This Amendment may be executed by the Parties in one or more counterparts, and each of which when so executed shall be an
original, but all such counterparts shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers as of the date(s) set forth below. 
  

									
	Ciena Corporation	 		 	ANDA Networks, Inc.
					
	By:	 	 


	 		 	By:	 	 



	Name:	 	R.B. Stevenson, Jr.	 		 	Name:	 	Charles R. Kenmore
	Title:	 	SVP	 		 	Title:	 	President & CEO
	Date:	 	11/7/07	 		 	Date:	 	11/7/07



					
	  
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 EXHIBIT D 
 SUPPORT SERVICES 
 1. DEFINITIONS 
 All capitalized terms used and not defined herein shall have the respective meanings assigned to said terms in the Agreement. 
 Class A: 
 Product Change Notifications designated Class A shall mean (and apply to) changes that are required to correct a product
deficiency. 
 Class AC: 
 Product Change Notifications
designated Class AC are as per Class A changes, but impact only a limited or conditional application of the Product. 
 General Availability (GA):

 Identified hardened product that is available for general release to Ciena. Product is now volume manufactured and standard ordering procedures will
apply with no further approvals required. 
 Feature Release Software: 
 Any software release that is Generally Available and that primarily contains new software features and functionality or supports the addition of new Product features and functionality. 
 First Level Support: 
 The process of verifying: 
  

	 	a.	The Product has been installed in accordance with ANDA installation specifications 

  

	 	b.	The desired application is supported by the Product 

  

	 	c.	All options have been configured properly to support the application 

 Form, Fit and Function: 
  

	a.	Form: The weight, density, chemical or material composition, size, shape, structure, appearance, protocol, pattern, composition, configuration, and marking/identification of
a product. 

  

	b.	Fit: The suitability or readiness of a product for a particular application, including environmental extremes, marginal parameters, physical and signal compatibility with
interfacing systems and surroundings, level of performance, safety margins, reliability, maintainability, and install ability. 

  

	c.	Function: The set tasks or purposes for which a product is used by the End User, including all the tasks generally accepted for the product and those specifically designated
by the End User. 

 Maintenance Release Software: 
 Existing general availability (“GA”), periodic and regular software releases provided by ANDA hereunder that primarily contains software fixes for a given GA Feature Release Software and the previous two GA Feature Release
Software. 
 Minimum Revision Level: 
 The earliest
Product release level of Hardware or Software currently supported by ANDA as specified by ANDA, from time to time, and provided further that such release level is not less than [*] major GA release versions older than the then-current GA release
level. 
  


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 Problem Severity: 
 ANDA defines three problem severity classifications for Reported Problems aligning with TL9000 R3.0 standards. In order to classify a request, ANDA technical support personnel will confirm with Ciena the impact of the reported problem to
determine an appropriate classification. Where parties disagree on the classification of a particular Reported Problem, Ciena and ANDA technical contacts will undertake to discuss the problem with a view to reaching a mutually acceptable
classification, where possible. 
  

	a.	Critical: Reported Problems that severely affect service, capacity/traffic, billing/statistics collection or maintenance capabilities and require immediate corrective action,
regardless of time of day or day of the week, as reasonably viewed by Ciena (or the End User) upon discussion with ANDA. 

  

	b.	Major: Reported Problems that seriously affect system operation, maintenance and administration and require immediate attention as reasonably viewed by Ciena (or the End
User) upon discussions with ANDA. The urgency is less than in critical situations because of a lesser immediate or impending effect on system performance and/or End User’s operation and revenue. 

  

	c.	Minor: Reported Problems that do not significantly impair the functioning of the system and do not significantly affect service to End Users. These problems are not traffic
affecting. 

 Reported Problem: 
 An
apparent failure of a Product to materially function in accordance with the published specifications for such Product, which has been properly reported to the ANDA Customer Service Center. 
 Second Level Support: 
  

	 	(a)	Responsibility for all initial fault-handling activity 

  

	 	(b)	Problem characterization and verification 

  

	 	(c)	Identification of point of failure through various means including remote access and on-site diagnostics 

  

	 	(d)	Capture and assessment of any existing equipment diagnostic, physical port, and related alarms and performance monitoring statistics 

  

	 	(e)	Verification and recording of any recently implemented network changes that could affect equipment operation 

  

	 	(f)	Verification of correct equipment configuration and provisioning 

  

	 	(g)	Determination of any failure or performance degradation due to facilities-based faults and/or third party network equipment 

  

	 	(h)	Remote resetting of any equipment appearing to be faulty 

  

	 	(i)	Verifying existence of acceptable voltage supply levels & earth grounding 

  

	 	(j)	First line replacement of faulty equipment identified as a result of first line diagnostics with spare/replacement equipment 

  

	 	(k)	Recording of all pertinent s/w & h/w versions for third party equipment involved 

  

	 	(l)	Establishment and maintenance of remote telemetry access to equipment 

  

	 	(m)	Network equipment installed at any End User locations including, but not limited to, POPs, CoLo’s, and CPE sites. 

 2. LIMITED PRODUCT WARRANTY 
 The following ANDA Support Services will
be provided at [*] to Ciena as part of ANDA’s Limited Product Warranty for the EtherTone family of products: 
  

	 	•	 	 PriorityOne Advance Replacement [*] after shipment) 


  

	 	•	 	 Standard Return and Repair 


  

	 	•	 	 Maintenance Release Software Availability Subscription 


  


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 3. SUPPORT SERVICES 
 During the term of the Agreement (and thereafter, as may be applicable), ANDA will make available the following Support Services to Ciena, each as described in the applicable Service Offering Schedule attached hereto and in accordance with
the pricing set forth in Schedule A attached hereto: 
  

			
	 Schedule A:
	  	Support Services Pricing
		
	 Schedule B:
	  	ATAC & Remote Maintenance
		
	 Schedule C:
	  	Maintenance Release Software Availability Subscription
		
	 Schedule D:
	  	Standard Return and Repair
		
	 Schedule E:
	  	Priority One Advance Replacement - NBD

 4. ESCALATION 
 The focal point for escalation of all support services is through ANDA’s Customer Service Center (CSC). The CSC can be contacted from anywhere in North America at 1-888-561-ANDA (1-888-561-2632) or from elsewhere at +1-408-519-4930.

  








 SCHEDULE A 
 SUPPORT SERVICES PRICING 
  

					
	 Schedule B: ATAC & Remote Maintenance
 Table-1
  

	 Tier
	  	 Total Value of Products Covered (List Price)
	  	 Rate *

	A	  	$0 - $999,999	  	[*]
	B	  	$1,000,000 - $4,999,999	  	[*]
	C	  	$5,000,000 - $9,999,999	  	[*]
	D	  	$10,000,000 - $19,999,999	  	[*]
	E	  	$20,000,000 - $34,999,999	  	[*]
	F	  	$35,000,000 - $49,999,999	  	[*]
	G	  	$50,000,000 +	  	[*]

 Schedule C: Maintenance Software Release Availability Subscription 
 Table-2 
 Included in pricing for
ATAC & Remote Maintenance per Schedule B 
  

			
	 Schedule D: Standard Return and Repair
 Table-3
  

	 Time Period
	  	Rate *
	 During Warranty Period
	  	[*]
	 Post Warranty Period (Annual Period)
	  	[*]
	 Excessive NTF Return Charge
	  	[*]

 Schedule E: PriorityOne Advanced Replacement 
 Table-4 
  

			
	 Region
	  	Rate *
	 North America
	  	[*]
	 EMEA
	  	[*]
	 APAC
	  	[*]
	 CALA
	  	[*]



	*	NOTE: Rate is an annual rate applied as a percentage of the total value of the Products (at list price) to be covered by the service offering 

  

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 TERMS AND CONDITIONS OF SUPPORT SERVICES PRICING 
 GENERAL: 
  

	 	1)	Support Services are available to Ciena as identified within this Agreement and per each Service Offering Schedule by ANDA upon receipt of a Purchase Order for the Support Services.
Following commencement of Support Services, charges are determined quarterly through use of either ANDA’s or Ciena’s records as applicable, and payable quarterly in advance. Quarterly charges will include (i) charges for all Products
to be covered by Support Services in the upcoming quarter and (ii) pro-rated charges for all Products added to coverage by Support Services in the preceding quarter. 

  

	 	2)	The parties will ensure that their respective back-office systems (e.g., Syspro, Oracle) electronically communicate and exchange the Product information (including, without
limitation, part number, serial number, shipment date, delivery date to Ciena or End User, etc.) necessary to determine both the quarterly charges for Support Services to be invoiced to Ciena and the warranty and Support Service entitlement for the
applicable Products. 

 SCHEDULE: E 
  

	 	1)	In order to initiate coverage for specified equipment under this Support Service Offering, Ciena shall provide to ANDA a completed Parts Master File (PMF), in electronic format as
provided by ANDA, for any equipment and FRU(s) to be covered under this Agreement prior to service commencement. The PMF is to be used by ANDA to determine billing charges and for service entitlement purposes. Failure to provide PMF information in a
timely manner (either initial or data incremental to existing PMF information) may result in reduced service levels of this Support Service Offering for the period during which the information is not available. 

  

	 	2)	For new service coverage requests where equipment presently not under the terms of this Support Service Offering are made by Ciena, the Support Services provided under this offering
will commence [*] within North America (or [*] for ROW) following receipt by ANDA of the electronic PMF data from Ciena identifying specific product information including part numbers, serial numbers, equipment location information, and quantities.
For existing incremental service coverage request by Ciena, the Support Services provided under this offering will commence [*] within North America (or [*] for ROW) following receipt by ANDA of the electronic PMF data from Ciena identifying
incremental product coverage information. 

  

	 	3)	For purposes of this Support Service Offering, the geographic regions referenced within Table 3 above are defined as follows: 

  

	 	a)	North American Region includes the 50 States of the USA and the Provinces of Canada. 

  

	 	b)	EMEA includes Europe, Eastern Russia and the surrounding countries, the Middle East region, and continental Africa. 

  

	 	c)	GALA includes Mexico, Central and South America. 

  


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 SCHEDULE B 
 SERVICE OFFERING: ATAC & REMOTE MAINTENANCE 
  

	1	SERVICE DESCRIPTION 

 ANDA will provide Ciena with this
Service Offering for an annual fee set out in Schedule A (Support Services Charges). This Service Offering may be provided for other Products or parts on a fee-per-service basis, at ANDA’s then current rates. 
 ANDA’s TAC & Remote Maintenance service is designed to provide Ciena and its End User operations and technical staff with Third Level technical support
following delivery of First and Second Level problem isolation and analysis performed by Ciena. For an initial period of time as defined in Article 2.3 of this Agreement, or as otherwise mutually agreed, ANDA will provide Second Level technical
support on behalf of Ciena to its End Users. 
  

	1.2	Remote Phone Support 

 Access to this Service Offering is provided
24x7x365 via ANDA’s Customer Service Center (“CSC”). The CSC can be contacted from anywhere in North America by dialling 1-888-561-ANDA (1-888-561-2632) or elsewhere directly at MOB-SI 9-4930. Ciena will be able to inform ANDA of
problems in the Products (a “Reported Problem”); and take advantage of the technical support and advice for operation and maintenance of the Products. 
 If Ciena’s service request cannot be processed immediately, Ciena will be called back by ANDA, as described in the “Service Level Targets” section below. 
 If the Reported Problem cannot be solved by means of Remote Phone Support, ANDA will then attempt to solve the Reported Problem by means of Controlled Remote Diagnostic. 
  

	1.3	Remote Access & Diagnostics (“RAD”) 

 Following
the initial Level(s) of problem diagnosis by Ciena, if RAD is required, ANDA will access the End User’s network or Product by means of a remote connection, if access is made available by Ciena and its End User for this purpose. 
 ANDA will then try to determine the present state of the Products encountering the Reported Problem, conduct additional problem analysis and propose corrective action or
a work-around for the Reported Problem. There are two diagnostic activities comprising RAD: 
  

	a.	Hardware Debugging - Remote isolation and analysis of suspected defective Hardware. Hardware debugging is performed on suspected faulty Hardware until confirmed faulty or
functional. If a part is identified as faulty, Ciena or End User will be directed to swap-out the defective Hardware with replacement hardware from spares held by Ciena or End User. Where remote debugging is not feasible in ANDA’s opinion,
Ciena may instead be directed to replace and return the suspected Hardware to ANDA for testing in accordance with the terms and conditions of ANDA’s standard repair service. 

  

	b.	Software debugging is performed on product software suspected of being faulty. This includes isolating the software problem and implementing a work around solution or applying a
Maintenance Release Software version if available to correct the Reported Problem. 

 During the RAD, ANDA will notify Ciena of its actions and
make reasonable efforts to avoid impacting traffic in the applicable End User’s network. This includes coordinating maintenance windows with Ciena and/or the End User, 
 If a Reported Problem cannot be .solved by means of RAD and assistance by Ciena and the End User’s onsite staff, ANDA and Ciena will consider the possibility of on-site intervention by either Ciena field service
staff or an ANDA Product Specialist or other party. 
  

	1.4	‘ACCeSS’ On-Line Support Documentation and Software 

 ‘ACCeSS’ On-Line Support Documentation & Software provides access via the internet (www.ANDAnetworks.com) to support documentation and software related to ANDA Products, such as Product documentation, Product Change
Notifications (PCN’s), Product Information Bulletins (PIB’s) and Software Release Notes (including a running list of aggregate changes from all prior releases, DR corrections (bug fixes) and incremental features supported in the new
release). 
 ANDA will make available to Ciena, and authorizes Ciena to distribute to End Users by electronic, physical or other means, copies of all support
documentation and software related to Products. 
  

	1.5	On-Site Intervention by a Technical Expert 

 An optional part of
this Service Offering is On-Site Intervention. The decision to have an ANDA Product Specialist on site must be mutually agreed to by both Ciena and ANDA. The additional charges and payment for such an intervention must be agreed to in advance. In
the event of any disagreement, ANDA will continue to try to resolve the Reported Problem via Remote Phone Support and RAD. 
  

	1.6	Training 

 Technical Product training will be provided to
Ciena’s customer support engineers by ANDA as per the terms of Article 2.10 of this Agreement. For each new Feature Release for a Product, ANDA will make available to Ciena updated/refresher training courses to Ciena’s technical support
engineers, either directly or through the Train-the-Trainer program, at prices to be mutually agreed by the Parties. 
  

	2	SERVICE LEVEL TARGETS 

 ANDA will provide the following
response times: 
  

	2.1	Initial Response: 

 This is the time interval between Ciena’s
contact with ANDA and ANDA’s initial response by a Product Support Specialist: 
  

	•	 	 Critical – [*] (24x7x365) 


  

	•	 	 Major – [*] (24x7x365) 


  

	•	 	 Minor – [*] (8:30am-5:30pm, Mon-Fri PST) 


  


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	2.2	Problem Neutralization: 

 This is the interval between ANDA’s
initial response to Ciena and when ANDA aims to provide an operational configuration or Software workaround: 
  

	•	 	 Critical – [*] 


  

	•	 	 Major – [*] 


  

	•	 	 Minor – [*] 


  

	2.3	Progress Report: 

 This is the time interval between ANDA’s
initial response to Ciena and ANDA’s aim to provide an update on the Reported Problem, by telephone, email or fax: 
  

	•	 	 Critical – [*] 


  

	•	 	 Major – [*] 


  

	•	 	 Minor – [*] 


  

	3	SERVICE LIMITATIONS 

  

	a.	Notwithstanding the requirements of Article 8.3 of this Agreement, ATAC & Remote Maintenance Service is limited to assisting with and providing work-around solutions only
for the current GA Feature Release Software version and Feature Release Software that is no more than [*] major release versions older than the then current GA Feature Release Software version. Development and release of additional releases of
Maintenance Release Software for these older versions will be performed at ANDA’s sole discretion. 

  

	4	CIENA RESPONSIBILITIES 

 The following Ciena responsibilities
are pre-conditions for ANDA’s Service Offering, and must be fulfilled prior to the delivery of this Service Offering: 
  

	a.	Ciena will provide First Level Support and Second Level Support (as indicated elsewhere in this Agreement) activities prior to contacting ANDA. 

  

	b.	Ciena will call the CSC and open a service request to receive TAG Remote Maintenance service. 

  

	c.	Ciena will maintain sufficient technical and service personnel who have completed at least the ANDA Operations and Maintenance training course for each of the Products, and who are
suitably experienced and able to assist in the provision of service on the Products in a professional and efficient manner, to the extent required by ANDA. 

  

	d.	Ciena will maintain spares and testbed equipment, at levels calculated to meet End User desired availability requirements for the supported Products. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.










 SCHEDULE C 
 SERVICE OFFERING: MAINTENANCE RELEASE SOFTWARE AVAILABILITY SUBSCRIPTION 
  

	1	SERVICE DESCRIPTION 

 This Service Offering is included at no
charge during the Product warranty period. For Products or parts outside of the warranty period, this Service Offering is available on a fee-per-service release basis at the fee(s) set out in Schedule A (Support Services Charges). 
 ANDA will make available for Ciena to download, via the Internet, File Transfer Protocol, CD or other means of remote delivery: 
  

	a.	Access to a new or existing Maintenance Release Software containing, but not limited to, fix(es) or updates specific to a Reported Problem on the End User’s network. ANDA will
endeavour to make available all Maintenance Release Software following completion of ANDA’s testing procedures. 

  

	b.	Access to custom fixes or workarounds developed by ANDA in response to Critical Problems in an End User’s network. 

  

	c.	The associated Release Notes applicable to the software and hardware revisions supported by the Maintenance Release Software and a list of all changes and additions to the latest
release. Any procedural updates that are impacted by the Maintenance Release Software will also be provided. 

  

	d.	Telephone support via ANDA’s CSC to Ciena, for installation of the Maintenance Release Software by Ciena or the End User. 

  

	e.	All licenses and approvals necessary for Ciena to physically or electronically distribute Maintenance Release Software to the End Users. 

  

	2	SERVICE LEVEL TARGETS 

 ANDA will: 
  

	a.	Develop and make available to Ciena Maintenance Release Software in the following timeframes from the time of a Reported Problem: 

  

	 	•	 	 Critical Problems – [*] 


  

	 	•	 	 Major Problems – [*] 


  

	 	•	 	 Minor Problems – [*] 


  

	3	SERVICE LIMITATIONS 

  

	a.	Development of Maintenance Release Software will be limited to the following timeframes from the General Availability date of the Feature Release Software: 


 

	 	•	 	 Critical Problems – [*] 


  

	 	•	 	 Major Problems – [*] 


  

	 	•	 	 Minor Problems – [*] 


  

	b.	Software debugging or development of Maintenance Release Software limited to the current GA Release and the previous [*] major GA Releases of Feature Release Software.


  

	c.	In addition, this Service Offering does not provide, and ANDA shall not be responsible, for: 

  

	 	•	 	 Access to any other software from ANDA. 


  

	 	•	 	 Installation of the Maintenance Release Software. 


  

	4	CIENA RESPONSIBILITIES 

 The following Ciena responsibilities
are pre-conditions for ANDA’s Service Offering, and must be fulfilled prior to the delivery of this Service: 
  

	a.	Ciena shall determine with ANDA the method Ciena will use to obtain Maintenance Release Software (i.e. Download, via the Internet, File Transfer Protocol, or CD);


  

	b.	Ciena shall ensure that the Products conform to ANDA’s Minimum Revision Level requirements. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.










 SCHEDULE D 
 SERVICE OFFERING: STANDARD RETURN AND REPAIR 
  

	1	SERVICE DESCRIPTION 

 This Service Offering is included at
[*] during the Product warranty period. For Products or parts outside of the warranty period, this Service Offering is available on a fee-per-service basis at the fee(s) set out in Schedule A (Support Services Charges). 
 Once a Product is identified as defective or faulty, Ciena or the End User is required to inform ANDA via either the ANDA CSC or by email
(tech-support@andanetworks.com) and receive a Return Authorization number prior to the shipment of the defective Product to ANDA (provided that ANDA and Ciena will work together in good faith to allow Ciena to initiate requests for and
receive Return Authorization numbers via automated system-to-system connectivity). Ciena or the End User then returns, at its expense, the faulty Product to ANDA’s Spare Part Management Center (“SPMC”) at the following address:

 Ciena Corporation 
 ER #
XXXXXXXXX 
 Spare Part Management & Repair Center 
 1274 Geneva Drive 
 Sunnyvale, CA, USA 94089 
 or as otherwise instructed, together with the description of the Reported Problem. 
 Upon receipt in the SPMC, defective
Ciena Products will be examined, and the following actions will be taken: 
  

	a.	If after thorough testing by ANDA, a returned product is found to be working within specification (“NTF”), and the number of NTF’s received by ANDA during any rolling
[*] of the then-current term of this Service Offering exceeds [*] of all returned products in such quarter, ANDA reserves the right to charge Ciena for testing and handling provided the returned Product was not returned at ANDA’s request. In
such instances, a minimum charge as provided for in Schedule A may be levied by ANDA; provided, however, that Ciena reserves the right to request a root cause analysis of a specific NTF prior to payment of any such charge. 


 

	b.	If on examination, the returned Product is found to be irreparable and is subject to a warranty condition set forth in Exhibit C to this Agreement, ANDA will, following consultation
with Ciena, either return the Product to Ciena or the End User without repair, or with Ciena’s prior written approval, replace the Product with a functional equivalent (if available) from refurbished stock for and charge Ciena the purchase
price of the Product; or 

  

	c.	If neither paragraph (a) nor (b) is applicable, ANDA will repair or replace (at its discretion) the Product. Replacements will be by a Form, Fit and Function compatible
one (may consist of replacement with a refurbished Product). 

 If ANDA receives from Ciena or the End User a Product with missing or
mismatched components, ANDA will promptly notify Ciena and identify the missing or mismatched components. Turn around target times shall not apply in these instances. Upon such identification, Ciena may, at its option, either: 
  

	a.	Provide the missing or properly matched component to ANDA, or 

  

	b.	Request that ANDA prepare a quotation for the replacement of such missing or mismatched components. ANDA shall not proceed with any repair of the Product, or replacement of missing
or mismatched components, without Ciena’s prior written approval. 

 After repair or replacement, the Product is returned to the
designated location (either Ciena or the End User) via ground freight, unless Ciena specifically requests expedited freight (additional shipping charges will apply). All repaired or replacement Products will have a warranty of [*] or the remainder
of the original outstanding warranty, whichever is greater. 
 In addition, ANDA will provide the following in connection with this Service Offering:

  

	a.	Information, via email or other agreed electronic method, on all defective Products received and all repaired or replaced Products shipped under this Service Offering within one
business day of the event. 

  

	b.	Upon request, a root cause analysis for any Product failure. 

  

	c.	On a quarterly basis, a high-level summary analysis for all returned Products received by ANDA from Ciena or its End Users. 

  

	d.	Traceability of individual Products, by serial number and by End User, throughout the return and repair process. 

  

	e.	Special, agreed corrective action for those Products that exceed the expected Mean Time Between Failure (MTBF) rates, as may be mutually agreed by ANDA and Ciena, including but not
limited to provisioning of safety stock to maintain End User satisfaction. 

  

	f.	Ensure that all repaired or replaced Products are shipped to End Users in accordance with Ciena’s labelling and branding instructions (including the use of Ciena-branded
Products and Ciena-marked packaging) and tracked based on Ciena’s ER number. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.











	2	SERVICE LEVEL TARGETS 

 ANDA will: 
  

	a.	Dispatch a repaired or replacement Product to Ciena or the End User within [*] from date of receipt within ANDA’s SPMC. 

 If ANDA fails to meet this requirement more than [*] times per calendar quarter during the then-current term of this Service Offering, then Ciena will be
entitled to receive a credit in the amount of [*] for each individual breach of this Service Offering which occurs during that calendar quarter. 
  

	3	SERVICE LIMITATIONS 

 This Service Offering does not provide,
and ANDA shall not be responsible for, any of the following: 
  

	a.	On-site replacement of faulty Products or parts. 

  

	b.	Reprogramming or reconfiguring of node or card assembly. 

  

	c.	Hardware and/or software updates other than at the initiative of ANDA for Class A and AC PCNs only. 

  

	d.	Repair of any Product that has been disassembled and/or modified by anyone other than ANDA or its authorized repair agents. 

  

	e.	Standard Return and Repair Service will be made available for the time period set forth in Article 8 of the Agreement. 

  

	4	CIENA RESPONSIBILITIES 

 The following Ciena responsibilities
are pre-conditions for ANDA’s Service Offering, and must be fulfilled prior to the delivery of this Service: 
  

	a.	Ensuring that a Return Material Authorization (RMA) shipment number is obtained from ANDA prior to shipment of the defective part to ANDA. 

  

	b.	Ensuring that defective Product(s) are properly packed and labelled in accordance with ANDA’s instructions to ensure safe shipment to ANDA. 

  

	c.	Ensuring that Ciena or End User arranges for shipment and pays for associated shipping costs for the return of defective Product(s) to ANDA. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.










 SCHEDULE E 
 SERVICE OFFERING: PRIORITYONE ADVANCE REPLACEMENT—NBD 
  

	1	SERVICE DESCRIPTION 

 This Service Offering is included at no
charge for the first [*] after shipment of a Product. Thereafter, this Service Offering is available at the fee(s) set out in Schedule A (Support Services Charges). This Service Offering may be provided for other products or parts on a
fee-per-service basis, at ANDA’s then current rates. 
 If this Service Offering is elected by Ciena (for other than Warranty-based replacements during
the initial [*] period following shipment of Product), then prior to commencement of the Advance Replacement service, ANDA will work with Ciena to determine the quantity and condition of the additional products to be placed under this coverage as
described in the Products section below (the “Advance Replacement Inventory”). ANDA shall determine Advance Replacement Inventory based on the Maintainability section of Telcordia SR-TSY-000385, Issue 1, 1986. The Advance Replacement
Inventory to be owned and held by ANDA will be adjusted accordingly on an annual basis based on changes within the End User’s network. 
 Once a Product
is identified as defective or faulty, Ciena or the End User informs ANDA via either the Customer Service Center (CSC) at 1-888-561-ANDA or via email at tech-support@andanetworks.com and receives a Return Material Authorization number
(provided that ANDA and Ciena will work together in good faith to allow Ciena to initiate requests for and receive Return Material Authorization numbers via automated system-to-system connectivity). ANDA will ship prepaid to Ciena or the End User
(as applicable) the requested Advance Replacement part(s) (the “Advance Replacement Product”) to a defined location in accordance with the “Service Level Targets” described below, in advance of receiving the defective Product(s)
or part(s). 
 Ciena or the End User (as applicable) then returns, at its expense, the faulty Product (the “Replaced Product”) to ANDA’s Spare
Part Management Center (“SPMC”), together with the description of the problem, at the following address: 
 Ciena Corporation

 ER # XXXXXXXXX 
 Spare Part
Management & Repair Center 
 1274 Geneva Drive 
 Sunnyvale, CA, USA, 94089 
 If Ciena or the End User fails to return the Replaced Product within [*] ANDA will charge Ciena
the replacement price for the Advance Replacement Product. 
 ANDA transfers all right, title and interest in and to the Advance Replacement Product to
Ciena, and Ciena transfers all right, title and interest in and to the Replaced Product to ANDA. 
 Advanced Replacement Products may or may not be shipped
with the End User’s then current Software release revision level, but must be shipped with the Minimum Revision Level. Notwithstanding the foregoing, Ciena may request that an Advance Replacement Product be shipped with an End User’s then
current Software release revision level. Prior to shipment of the Advance Replacement Product, ANDA will determine at its sole discretion whether or not the request can be fulfilled without causing a breach of the terms of this Service Offering
(provided that approval of the request will not be unreasonably withheld), and will promptly advise Ciena of that determination. 
 If ANDA receives from
Ciena or the End User a Replaced Product with missing or mismatched components, ANDA will promptly notify Ciena and identify the missing or mismatched components. Upon such identification, Ciena may, at its option, either: 
  

	a.	Provide the missing or properly matched component to ANDA, or 

  

	b.	Request that ANDA prepare a quotation for the replacement of such missing or mismatched components. 

 In addition, ANDA will provide the following in connection with this Service Offering: 
  

	a.	Information, via email or other agreed electronic method, on all defective Products received and all repaired or replaced Products shipped under this Service Offering within one
business day of the event. 

  

	b.	Upon request, a root cause analysis for any Product failure. 

  

	c.	On a quarterly basis, a high-level summary analysis for all returned Products received by ANDA from Ciena or its End Users. 

  

	d.	Traceability of individual Products, by serial number, throughout the module life cycle. 

  

	e.	Special, agreed corrective action for those Products that exceed the expected Mean Time Between Failure (MTBF) rates, as may be mutually agreed by ANDA and Ciena, including but not
limited to provisioning of safety stock to maintain End User satisfaction. 

  

	f.	Ensure that all Advance Replacement Products are shipped to End Users in accordance with Ciena’s labelling and branding instructions (including the use of Ciena-branded
Products and Ciena-marked packaging) and tracked based on Ciena’s ER number. 

  

	2	SERVICE LEVEL TARGETS 

 ANDA will use reasonable endeavors
to: 
  

	a.	Deliver the Advance Replacement Product to the Customer location specified (or, if undeliverable to the 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.











	 	 
specified location, then to the closest local depot location maintained by ANDA’s logistics and distribution partner) by the Business Day, otherwise
within [*] if Ciena informs the CSC and receives a Return Authorization by 3 pm Pacific Time. 


 If ANDA fails to meet this
requirement more than [*] times per calendar quarter during the then-current term of this Service Offering, then Ciena shall be entitled to receive a credit in the amount of [*] for each individual breach of this Service Offering which occurs during
that calendar quarter. 
  

	b.	Mee [*] availability of Advanced Replacement parts 

  

	3	SERVICE LIMITATIONS 

  

	a.	This Service Offering will only be available for parts listed in the Advance Replacement Inventory table. 

  

	b.	This Service Offering is only available until such parts have been declared Manufactured Discontinued (MD). At that time: (a) any existing MD parts will still be held in the
spare part inventory held by Ciena or the End User, but they will not be replenished, (b) when the existing inventory is exhausted the parts will automatically be deemed to have been removed from inclusion under this Service Offering, and
(c) the service level targets will not apply. 

  

	c.	All Advance Replacement Products have a limited warranty of [*] or for the duration of the original Products outstanding warranty period, whichever is greater.


  

	d.	In the event ANDA is informed of a potential quality problem that may adversely impact Advance Replacement Inventory, ANDA may, upon notice to and consent of Ciena, delay the
dispatch of replacement part(s) until the problem is resolved. For each such event, ANDA will inform Ciena of when an Advance Replacement Product can be shipped 

  

	4	CIENA RESPONSIBILITIES 

 The following Ciena responsibilities
are pre-conditions for ANDA’s Service Offering, and must be fulfilled prior to the delivery of this Service: 
  

	a.	Providing and maintaining the Ciena spares quantities as specified in the Products Section (“Spares and Advanced Replacement Products Table”). 

  

	b.	Advance Replacement Products will normally be shipped at the current ANDA Minimum Revision Level, which may or may not be the same as the revision levels in the End User’s
network, regardless of the revision level of the defective Product. ANDA will not be responsible for any impact to Ciena or End User solely as a result of this difference. 

  

	c.	Provide ANDA with shipping address and contact for the Advance Replacement Product. 

  

	d.	Return of replaced Product within [*] of Advanced Replacement request. 

  

	e.	Clearly identifying Return Authorization number on the outside packaging of each Replaced Product 

  

	f.	Providing a fault description with the return of each Replaced Product. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.












			
	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – NTE	 	Date: 10/19/2007 5:24 PM

  

 

 
 The 21CN Converged Platform 
 for BT 
 Appendix 13A Part 1 
 Contract Performance Requirements — 
 Ethernet NTE 
 (CN 3000 Ethernet Access Series) 
 Authorised by: 
  

							
	 Name:
	  	 Title:
	  	 Signature:
	  	 Date:

	Andy Miller	  	Strategic Performance manager	  		  	18/12/2006

 British Telecommunications plc 
 Registered Office: 
 81 Newgate Street 
 London EC1A 7AJ 
 Registered in England 
 No. 1800000 
 (c) British Telecommunications plc 2006 
 No part of this document may be reproduced in any form without the permission of the copyright holder, except that reproductions may be made within the recipient business, of the copy received
from the copyright holder, in order to facilitate the use for which the specification has been supplied, on the understanding that: (a) Reproductions do not leave the recipient body, and (b) staff are not permitted to retain personal
reproductions. 
  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – NTE	 	Date: 10/19/2007 5:24 PM

  

 CONTENTS 
  

					
	 1.
	  	DEFINITIONS	  	2
	 2.
	  	SCOPE	  	3
	 3.
	  	REPORTS	  	3
	 4.
	  	SERVICE CATEGORIES & RESPONSE REQUIREMENTS	  	3
	 5.
	  	APPLICATION OF REMEDIES	  	4
	 6.
	  	CPR TARGETS & REMEDIES	  	4
	TABLE 1 - AVAILABILITY & QUALITY	  	5
	TABLE 2 -TIP	  	15
	TABLE 3 - DELIVERY & ACCEPTANCE	  	16

  

	1.	DEFINITIONS 

  

	1.1	Any expressions which are not defined in this Appendix 13A Part 1 and which are defined in the Contract shall have the meanings set out in the Contract. 

  

	1.2	For the purposes of this Appendix 13A Part 1 the following words and phrases shall have the meanings assigned to them below: 

 Hardware 
 The meaning set out in
Appendix 18 
 PROVE Report 
 Meaning: Performance Report on Vendor Effectiveness 
 Remedy 
 the remedy set out in column 5 of the Tables 
 Reporting Period 
 the period of time over which the Supplier’s performance shall be measured and reported to BT

 Root Cause Analysis 
 an activity to identify the conditions and underlying factors that initiated or contributed to a problem 
 Table 1

 the table marked Table 1 and annexed to this Appendix 13A Part 1 
 Table 2 
 the table marked Table 2 and
annexed to this Appendix 13A Part 1 
 Table 3 
 the table marked Table 3 and annexed to this Appendix 13A Part 1 
 Tables 
  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – NTE	 	Date: 10/19/2007 5:24 PM

  

 Table 1, Table 2 and Table 3 and Table is any one of them 
 TL 9000 
 the Quality Excellence for
Suppliers of Telecommunications Forum (QuEST Forum) TL 9000 quality management system measurements handbook (section references are to release 3.5 and their equivalent in any subsequent releases, V4.0 being released on 01/01/07) 
  

	1.3	Any expressions which are not defined in this Appendix 13 Part 1 or the Contact and which are defined in the TL9000 shall have the meanings set out in TL9000.


  

	2.	SCOPE 

 The Parties have adopted an approach that
reflects both the functionality and the customer experience of 21CN and the Work. 
 The CPRs in: 
  

	 	•	 	 Table 1 focus on the availability and quality of 21 CN; 


  

	 	•	 	 Table 2 focus on TIP; 


  

	 	•	 	 Table 3 focus on delivery and Acceptance; and 


  

	 	•	 	 Appendix 13 Part 2 focus on the Support and Maintenance Service. 


  


	3.	REPORTS 

 The gathering of statistical information
shall not impact on the performance of 21CN. Performance data shall be shared by both BT and the supplier as stipulated in the PROVE reporting timeline. 
 These reports are to be reviewed at a monthly BT/Vendor supported OWP (Operational working party) 
  

	4.	SERVICE CATEGORIES & RESPONSE REQUIREMENTS 

  

	4.1	The quality of the Work shall be measured, inter alia, by monitoring performance against the corresponding CPR. 

  

	4.2	The Tables specify the performance targets that shall be achieved by the Supplier in providing the Supplies and as appropriate against each CPR. 

  

	4.3	The measurement of performance shall commence from the Commencement Date. 

  

	4.4	Without prejudice to any other obligation of the Supplier, in respect of each CPR specified in the Tables, the Supplier shall perform the Contract in accordance with the
corresponding targets set out in the Tables. These measures and targets will be discussed monthly at a face to face meeting and reconciled quarterly. 

  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – NTE	 	Date: 10/19/2007 5:24 PM

  


	5.	APPLICATION OF REMEDIES 

  

	5.1	Assessment of performance 

 Whether the Supplier and/or the
Supplies have failed to meet the CPR shall be a matter for BT to determine and demonstrate to the reasonable satisfaction of the Supplier. Where, by virtue of BT’s determination, the Supplier is not wholly responsible for a failure to meet the
corresponding CPR and other 21CN Suppliers are also responsible, then BT shall determine, acting reasonably, what proportion of responsibility should be attributable to the Supplier and what proportion should be attributed to the Other 21CN
Suppliers. To achieve such determinations BT may conduct Root Cause Analysis. The Supplier shall provide full cooperation to BT with such Root Cause Analysis. 
  

	5.2	BT rights 

 When BT’s review of the Supplier’s
performance reveals that the Supplier has failed to achieve the corresponding CPR, BT may reserve its rights to remedies in accordance with the Contract. 
  

	5.3	Remedies 

 BT shall be entitled to a Remedy in respect of
each CPR that the Supplier is determined by BT to have failed to meet during the Reporting Period. The Supplier shall pay the Remedy to BT within the period specified in column 6 of the Table for that CPR. 
  

	5.4	Disputes 

 Any disputes under or in relation to this
Appendix 13A shall be referred to the parties’ respective Commercial Contacts in the first instance and thereafter resolved in accordance with Condition 48. 
  

	6.	CPR TARGETS & REMEDIES 

  

	6.1	Where an incident results in the failure to meet more than one CPR a Remedy shall be payable to BT for each and every CPR that has not been met. 

  

	6.2	Any claim submitted by BT pursuant to the Tables shall be without prejudice to any other claim that BT may submit under the Contract. 

  

	6.3	In the event that the Supplier is a) asked to provide resources in support of investigations into performance failures and root cause analysis or b) decides to provide resources in
support of investigations into performance failures and root cause analysis in order to dispute a liquidated damages claim by BT, and the Supplier can demonstrate to the reasonable satisfaction of BT, that the failure is not attributable to the
Supplier, then the Supplier is entitled to submit an invoice to BT based on prices in Appendix 8 for the Time and Expenses required to support such an investigation. The invoiced amount shall be offset against any current or future liquidated
damages claimed within 12 months from the date of identification of such costs. For the avoidance of doubt, in the event that any liquidated damages due are not sufficient to cover any such invoices BT shall not be liable to the Supplier for any
further payments. 

  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

 TABLE 1—AVAILABILITY & QUALITY 
  

											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
 Payment Period

	1/1	  	Intermittent Failure	  	 Over each quarterly period, where service availability is impaired for a period exceeding [*] per individual network element (NTE) and the fault is
isolated to the malfunctioning of the NTE equipment.
  
 This measure applies to
NTE
  
 This measurement will be calculated in accordance with latest agreed version of
TL9000 (currently version 3.5 measurement S04 (ref: section 6.1)). In addition, both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably
withheld.
  
 Under this criterion the NTE will be deemed a failed unit and returned if
deemed appropriate by BT (as per the definition of CPR no’s 1/5, 1/6 & 1/7).
	  	Monthly and reconciled quarterly by BT.	  	Refer to remedies under CPR’s 1/5, 1/6 or 1/7 below, as applicable. There is no separate remedy for this CPR.	  	 Payable within [*] of the end of the
 quarter in which
the failure occurred.




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
CPRNo.
	  	 Column 2
 Parameter
	  	 Column 3 Measurement
	  	 Column 4
Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
Payment Period

	1/2	  	Service outage frequency	  	 No more than [*] Service-impacting System Outages over each quarterly period (where a service impacting outage is defined as a loss of service
exceeding [*] in duration).
  
 This measure applies to NTE
  
 The parties agree to negotiate a new measurement trigger once BT has purchased a total of [*] NTE
under the Contract.
  
 This measurement will be calculated in accordance with latest
agreed version of TL9000 (currently version 3.5 measurement S03 (ref: section 6.1)). In addition, both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be
unreasonably withheld.
  
 Under this criterion the NTE will be deemed a failed unit and
returned if deemed appropriate by BT (as per the definition of CPR no’s 1/5, 1/6 & 1/7).
	  	Monthly and reconciled quarterly by BT.	  	Refer to remedies under CPR’s1/5, 1/6 or 1/7 below, as applicable. There is no separate remedy for this CPR.	  	Payable within [*] of the end of the quarter in which the failure occurred.
						
	1/3	  	Element manager availability* (If applicable)	  	 No more than [*] Service Outage per Dual-Server Element Manager over each quarterly period.
  
 Hardware and DCN related failures are excluded from this measurement
  
 (Dual-server Element Manager - means two independently configured element manager CTMs managing the
same set of network elements)
  
 This measurement will be calculated in accordance with
latest agreed version of TL9000 (currently version 3.5 measurement S04 (ref: section 6.1)) and Product Category 4.2.1, Table A-1, Appendix A dependent on the necessary data being supplied from BT. In addition, both parties will mutually agree on the
measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld.
	  	Monthly and reconciled quarterly by BT.	  	No separate remedy for this CPR. Covered under existing Appendix 13, CPR 1/3.	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
 CPR No.
	  	 Column 2
 Parameter
	  	 Column 3
 Measurement
	  	 Column 4
Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
Payment Period

	1/3a	  	 Element manager availability*
 (If applicable)
	  	 No more than [*] service outage per planned works.
  
 Hardware and DCN related failures are excluded from this measurement
  
 This measurement will be calculated in accordance with latest agreed version of TL9000 (currently version 3.5 measurement S04 (ref: section 6.1)) and Product Category
4.2.1, Table A-1 , Appendix A dependent on the necessary data being supplied from BT. In addition, both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be
unreasonably withheld.
	  	Monthly and reconciled quarterly by BT.	  	No separate remedy for this CPR.	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
 Payment Period

	1/4	  	 Engineering or installation caused outages (If carried out by the Supplier)
  
 Only applicable in the event that BT requests and Ciena undertakes Engineering or Installation
work and there is an agreed SOW and commercial terms.
	  	 The volume of Service-impacting network element System Outages caused by installation and engineering jobs shall not in total exceed [*] of all jobs
Reconciled quarterly by BT or aggregated to consecutive reconciliation periods, if the number of events is sufficiently small that a single failure causes immediate failure of the CPR.
  
 All network elements are to be considered as continuously operational (24 x 7). For avoidance of any
doubt, this Measure applies only to network elements where BT plans to operate without scheduled maintenance window. For Jobs where there is planned outage during the performance of the Job, it is BT’s responsibility to move network traffic off
of the network elements prior to the NEs being worked on per Job.
  
 Jobs mean a set of
actions or activities when carried out in accordance with vendor supplied specific documentation or instructions to achieve a defined change of operational state of some subset of 21CN. Unless otherwise agreed:
  
 •     activities spread across
N separate days will be deemed N separate jobs
  
 •     activities carried out across different locations will be deemed a separate job in each location.
  
 •     Measure to exclude any outage pre agreed between both parties specific to the program of work
or jobs
  
 •     This measure is only in relation to services provided in accordance with Appendix 18.
  
 This measurement will be calculated in accordance with latest agreed version of TL9000 (currently version 3.5 measurements EOF and IOF (ref: section 6.2)). And in
addition, both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld.
	  	Monthly and reconciled quarterly by BT.	  	[*] per System Outage in excess of the requirement on a quarterly basis.	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
 Payment Period

	1/5	  	 Field
 replaceable unit early return
index
	  	 The rate of Hardware returned to the Supplier, as field replaceable units (FRUs), shall not exceed [*] of the total of those FRUs shipped one to six
Months prior to the Reporting Period.
  
 This measurement will be calculated in
accordance with latest agreed version of TL9000 (currently version 3.5 measurement ERI (ref: section 7.1) and clarifications stated here in.
  
 For the purpose of clarity and in accordance with TL9000 version 3.5 this measure focuses to product failure-triggered returns, and excludes for example:
  
 The following types of returns are excluded from this measure: (1) returns due to customer’s
request with no indication of failure or cause; 2) legacy products that are at EOS and no longer makes generally available support; 3) returns due to insufficient trouble-shooting; 4) vendor-recommended proactive swaps including those corresponding
to field notice; 5) additional hardware added to a proper RMA return which may or may not be failure related; 6) returns without RMA request; and (7) units damaged in service due to causes outside of vendors control, for example accidents, handling
error, adverse environmental conditions, and during shipping except where the container is undamaged.
  
 Both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld. BT shall initially provide the measurement
data. The vendor will reasonably endeavour to be able to provide the data via its own systems in the future.
	  	Monthly and reconciled quarterly by BT.	  	 [*] per FRU in excess of
 the requirement
	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
 Payment Period

	1/6	  	Field replaceable unit one year return rate	  	 The rate of Hardware returned to the Supplier, as field replaceable units (FRUs), shall not exceed [*] of the total of those FRUs shipped seven
Months to 18 Months prior to the Reporting Period.
  
 This measurement will be calculated
in accordance with latest agreed version of TL9000 (currently version 3.5 measurement YRR (ref: section 7.1)) and clarifications stated here in.
  
 For the purpose of clarity and in accordance with TL9000 version 3.5 this measure focuses to product failure-triggered returns, and excludes for example: (1) returns due
to customer’s request with no indication of failure or cause; 2) legacy products that are at EOS and no longer makes generally available support; 3) returns due to insufficient trouble-shooting; 4) Vendor-recommended proactive swaps including
those corresponding to field notice; 5) additional hardware added to a proper RMA return which may or may not be failure related; 6) returns without RMA request; and (7) units damaged in service due to causes outside of the vendors control, for
example accidents, handling error, adverse environmental conditions, and during shipping except where the container is undamaged.
  
 Both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld.
BT shall initially provide the measurement data. The vendor will reasonably endeavour to be able to provide the data via its own systems in the future..
	  	Monthly and reconciled quarterly by BT.	  	[*] per FRU in excess of the requirement.	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
Remedy
	  	 Column 6
 Payment Period

	1/7	  	Field replaceable unit medium term return rate	  	 The rate of Hardware returned to the Supplier, as field replaceable units (FRUs), shall not exceed [*] of the total of those FRUs shipped between [*]
Months and [*] months prior to the Reporting Period.
  
 This measurement will be
calculated in accordance with latest agreed version of TL9000 (currently version 3.5 measurement LTR (ref: section 7.1) and clarifications stated here in.
  
 For the purpose of clarity and in accordance with TL9000 version 3.5 this measure focuses to product failure-triggered returns, and excludes for example: (1) returns due
to customer’s request with no indication of failure or cause; 2) legacy products that are at EOS and no longer makes generally available support; 3) returns due to insufficient trouble-shooting; 4) vendor-recommended proactive swaps including
those corresponding to field notice; 5) additional hardware added to a proper RMA return which may or may not be failure related; 6) returns without RMA request; and (7) units damaged in service due to causes outside of the vendors control, for
example accidents, handling error, adverse environmental conditions, and during shipping except where the container is undamaged.
  
 Both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld.
BT shall initially provide the measurement data. The vendor will reasonably endeavour to be able to provide the data via its own systems in the future.
	  	Monthly and reconciled quarterly by BT.	  	[*] per FRU in excess of the requirement.	  	Payable within [*] end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

  

											
	 Column 1
 CPR No.
	  	 Column 2
 Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
 Remedy
	  	 Column 6
 Payment Period

	1/7a	  	Field replaceable unit long term return rate	  	 The rate of hardware returned to the supplier, as FRU’s shall not exceed [*] of the total of those FRU’s shipped after [*] and up to the
end of service life (or a maximum of [*] years).
  
 This measurement will be calculated
in accordance with latest agreed version of TL9000 (currently version 3.5 measurement LTR (ref: section 7.1)) and clarifications stated here in.
  
 For the purpose of clarity and in accordance with TL9000 version 3.5 this measure focuses to product failure-triggered returns, and excludes for example: (1) returns due
to customer’s request with no indication of failure or cause; 2) legacy products that are at EOS and no longer makes generally available support; 3) returns due to insufficient trouble-shooting; 4) vendor-recommended proactive swaps including
those corresponding to field notice; 5) additional hardware added to a proper RMA return which may or may not be failure related; 6) returns without RMA request; and (7) units damaged in service due to causes outside of the vendors control, for
example accidents, handling error, adverse environmental conditions, and during shipping except where the container is undamaged.
  
 Both parties will mutually agree on the measurement process and tools to deliver this measure in accordance with the above such agreement not to be unreasonably withheld.
BT shall initially provide the measurement data. The vendor will reasonably endeavour to be able to provide the data via its own systems in the future.
	  	Monthly and reconciled quarterly by BT.	  	[*] per FRU in excess of the requirement.	  	Payable within [*] of the end of the quarter in which the failure occurred.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

  

											
	 Column 1
CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
Reporting Period
	  	 Column 5
 Remedy
	  	 Column 6
Payment Period

	1/8	  	Software update quality	  	 SPR Target is fault rate of P1 = [*] P2 = [*] P3 = [*] total software problem reports against chassis deployed in the production network per Quarter.

  
 SPR P1, P2, and P3 mean Software Problem reports reported to vendor Customer Care
Center (C3) as Priority 1, Priority 2 and Priority 3 C3 cases, and validated by vendor as reports of genuine software bugs with criticality that meets the definitions of P1, or P2 or P3 categories. Software enhancement requests, including cosmetic
changes, are excluded
  
 For these purposes “General Availability” will mean
the period of time when a product is available to BT21cn’s customers.
  
 Covered
Software: means software that has successfully passed through BT21cn’s deployment qualification process, including the TIP process.
  
 The measurement will be calculated based on TL9000 v4.0 draft November 2005 draft.
  
 Both parties will mutually agree on measurement process and tools used for SLA compliance and governance. This Measure to be reviewed after 6 month, and change process
applies.
	  	Monthly and reconciled quarterly by BT.	  	[*] per failure to meet the requirement	  	 Payable within [*]
 of the end of the quarter in which
the failure occurred.




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

  

											
	 Column 1
 CPR No.
	  	 Column 2
Parameter
	  	 Column 3
 Measurement
	  	 Column 4
Reporting Period
	  	 Column 5
 Remedy
	  	 Column 6
 Payment Period

	1/9	  	Corrective patch quality	  	 CPQ Target is [*] of failure of deployed fixes deployed in the production network.
  
 For these purposes “General Availability” will mean the period of time when a product is
available to BT21cn’s customers.
  
 These thresholds are based on current software
release
  
 Covered Software means software that has successfully passed through
BT21cn’s deployment qualification process, including the TIP process.
  
 The
measurement will be calculated based on TL9000 v4.0 draft November 2005 draft.
  
 Both
parties will mutually agree on measurement process and tools used for SLA compliance and governance.
  
 (This Measure to be reviewed after 3 months and change process applies)
  
 Subject to agreed testing procedures.
	  	Monthly and reconciled quarterly by BT.	  	[*] per failure to meet the requirement.	  	 Payable within [*] of the end of the
 quarter in which
the failure occurred.




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

 TABLE 2 – TIP 
  

											
	 Column 1
 CPR Number
	  	 Column 2
 Parameter
	  	 Column 3
 Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
 Remedy
	  	 Column 6
 Payment Period

	2/1	  	 Exit stage 5
 – FOA1
	  	 See Appendix 12
  
 Subject to the parties’ agreement on detailed TIP plans for the CN 3000 Ethernet Access Series.
	  	n/a	  	 [*] per day that the Supplies do not exit the stage within the within the date specified or agreed.
 The parties will meet to agree upon an appropriate remedy following agreement on TIP plans.
	  	Payable on a [*] basis immediately on expiry of the relevant date
						
	2/2	  	 Exit Stage 6
 – FOA2
	  	 See Appendix 12
  
 Subject to the parties’ agreement on detailed TIP plans for the CN 3000 Ethernet Access Series.
	  	n/a	  	 [*] per day that the Supplies do not exit the stage within the within the date specified or agreed.
 The parties will meet to agree upon an appropriate remedy following agreement on TIP plans.
	  	Payable on a [*] basis immediately on expiry of the relevant date



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

 TABLE 3 – DELIVERY & ACCEPTANCE 
  

											
	 Column 1
CPR Number
	  	 Column 2
 Parameter
	  	 Column 3
Measurement
	  	 Column 4
 Reporting Period
	  	 Column 5
 Remedy
	  	 Column 6
 Payment Period

	3/1	  	Order performance against contracted Lead Times for Equipment Ordered as supply only	  	 [*] achievement of complete Order delivery to the stated Lead Times.
  

(Conditions 53 and 3.1)
	  	For CPR Monthly (which report shall include full details of the Order value in respect of any failure to meet the CPR); For operational management weekly	  	[*] of the item in delay and any other dependent items on the Order per Working Day late in week 1 and [*] of the item in delay and any other dependent items on the Order per working day late
thereafter up to a maximum of [*]	  	Payable on the earlier of the date when BT is required to pay under the invoice which relates to the Order or within [*] of the end of the Month in which the failure occurs.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  


													
	3/2	  	Order performance against contracted Lead Times for Equipment Ordered to be supplied, installed, commissioned and made Acceptable.	  	 [*] achievement of complete Order delivery, installation, commissioning and being made Acceptable to the stated Lead Times.
  
 (Conditions 53 and 3:1)
  
 Only applicable in the event that BT requests and Ciena undertakes Engineering or Installation
work and there is an agreed SOW and commercial terms.
	  	For CPR Monthly (which report shall include full details of the Order value in respect of any failure to meet the CPR); For operational management weekly	  	[*] of the Order value per Working Day late to a maximum of [*] of the Order value.	  	Payable on the earlier of the date when BT is required to pay under the invoice which relates to the Order or within [*] of the end of the Month in which the failure occurs.
						
	3/3	  	Early life, non-trivial, service affecting (or potentially service affecting) failure.	  	 Any Hardware or Software failure within [*] of Acceptance excluding failures captured through the Field Replaceable Unit early return index in 1/5
and the Software Update quality in 1/8 of Table 1 above.
  
 Only applicable to those
NTE that are designed and build with a dual fan/dual power supply configuration.
	  	For CPR Monthly (which report shall include full details of the Order value in respect of any failure to meet the CPR); For operational management weekly	  	 a)      Repair or replacement will be at the Supplier’s [*]
  
 b)      [*] of Order value for
failures within [*] of Acceptance
	  	Payable on the earlier of the date when BT is required to pay under the invoice which relates to the Order or within [*] of the end of the Month in which the failure occurs.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 1	 	Issue: 1.0
	CPRs – Access	 	Date: 10/19/2007 5:24 PM

  

  

											
	3/4	  	Failure of Supplies following a Second Repeat Test (where the Second Repeat Test is a replication of the same problem that required the First Repeat Test).	  	 [*]
  
 (Condition 52.8)
  
 Only applicable in the event that
BT requests and Ciena undertakes Engineering or Installation work and there is an agreed SOW and commercial terms.
	  	For CPR Monthly (which report shall include full details of the Order value in respect of any failure to meet the CPR); For operational management weekly	  	[*] of the Order value.	  	Payable on the earlier of the date when BT is required to pay under the invoice which relates to the Order or within [*]of the end of the Month in which the failure occurs.



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Ethernet ITT	 	Issue: 1.1
	Appendix 13A Part 2	 	Date: 10/19/2007 5:25 PM
	CPRs for the Support and Maintenance Service	 	

 

 
 The 21C Converged Platform 
 for BT 
 Appendix 13A Part 2 
 Contract Performance Requirements for 
 the Support and Maintenance Service 
 (CN 3000 Ethernet Access Series) 
 Authorised by: 
  

							
	 Name:
	  	 Title:
	  	 Signature:
	  	 Date:

		  		  		  	

 British Telecommunications plc 
 Registered Office: 
 81 Newgate Street 
 London EC1A 7AJ 
 Registered in England 
 No. 1800000 
 (c) British Telecommunications plc 2005 
 No part of this document may be reproduced in any form without the permission of the copyright holder, except that reproductions may be made within the recipient business, of the copy received
from the copyright holder, in order to facilitate the use for which the specification has been supplied, on the understanding that; (a) Reproductions do not leave the recipient body, and (b) staff are not permitted to retain personal
reproductions. 
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 Page 1 of 19 











			
	Contract No.: 674920	 	British Telecommunications plc
	Ethernet ITT	 	Issue: 1.1
	Appendix 13A Part 2	 	Date: 10/19/2007 5:25 PM
	CPRs for the Support and Maintenance Service	 	

  

 CONTENTS 
  

					
	1.	  	DEFINITIONS	  	2
	 2.
	  	SCOPE	  	2
	 3.
	  	MEASUREMENT OF PERFORMANCE	  	3
	 4.
	  	ASSESSMENT AND REMEDIES	  	4
	ANNEX A - CSRM PARTS 1 &2	  	5
	ANNEX B - CPR CALCULATION EXAMPLES	  	15

  

	1.	DEFINITIONS 

  

	1.1	For the purposes of this Appendix 13A Part 2, and any other part of the Contract where the defined terms are used, the following words and phrases shall have the meanings assigned
to them below: 

 Category 
 the category of CPR set out in column 1 to the CSRM; 
 CPR Measurement Method 
 the calculation specified for each CPR which is used to determine whether the Supplier has achieved or failed such CPR; 
 CSRM 
 the tables within Annex A to
this Appendix 13A Part 2; 
 Performance Constant 
 a constant used in the calculation of achieved performance against a CPR as set out in column 6 of the CSRM and as further described in 3.2.3; 
 Performance Tail 
 the maximum period
of time specified to resolve a Problem within each Category, which may be adopted as the CPR tail, as defined within the CSRM; 
 Performance Target 
 the target period of time to resolve a Problem as specified for each Category, which may be adopted as
the CPR target, as defined within the CSRM ; 
 Problem 
 the meaning set out in Appendix 18; 
 Remedy 
 the remedy set out in column 8 of the CSRM; 
 SORM 
 the meaning set out in Appendix 18 Part 2; 
 SORR 
 the meaning set out in Appendix
18 Part 2. 
  

	2.	SCOPE 

 This Appendix 13A Part 2 sets out the CPRs
for the Support and Maintenance Service. 
  

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	Contract No.: 674920	 	British Telecommunications plc
	Ethernet ITT	 	Issue: 1.1
	Appendix 13A Part 2	 	Date: 10/19/2007 5:25 PM
	CPRs for the Support and Maintenance Service	 	

  

	3.	MEASUREMENT OF PERFORMANCE 

  

	3.1	General 

 The Supplier’s performance of its
obligations under the Support and Maintenance Service and achievement of the CPRs will be measured using the CPR Measurement Methods described in this Clause 4. The Supplier shall make the measurement after each Reporting Period, using the
consolidated quarterly statistics produced by the Supplier in accordance with Appendix 18 Part 2. 
  

	3.2	The CPR Measurement Methods 

 The CPRs are listed in
the CSRM. Two CPR Measurement Methods shall apply to every CPR. 
  

	3.2.1	Measurement Method 1 measures the achieved performance for all Problems over the Reporting Period by applying the Performance Target and Performance Tail criteria on a per
occasion basis. 

  

	3.2.2	Measurement Method 2 measures achieved performance over the Reporting Period by applying the applicable Performance Constant on a per occasion basis to ascertain relative
cumulative performance against the Performance Target. The Performance Constant is deducted from 100% for each Problem or unit that exceeds the Performance Target. 

  

	3.2.3	The Performance Constant is a figure set by BT which is used to assess the Supplier’s performance against agreed targets. The Performance Constant set against
each CPR is determined from a combination of the nature of the CPR, the Performance Target, and the severity of failure of the CPR. The Performance Constant set for each CPR has been set at such a level that it will be challenging for the Supplier
to meet the Performance Target. The Performance Constant is instrumental in calculating achieved performance, and is deducted from [*] performance for each incident or unit beyond the initial Performance Target. 

  

	3.2.4	The Performance Target and Performance Tail are set at the level required to support BT’s operational requirements. 

  

	3.2.5	Examples of typical CPR Measurement Method calculations are given in Annex B to this Appendix 13A Part 2. 

  

	3.3	Use of Measurement Method 1 

 Measurement Method
1 will be used first to measure the Supplier’s performance during the Reporting Period. If the Performance Target and Performance Tail have been met for all Problems covered by the relevant CPR, the CPR shall be deemed to have been
achieved by the Supplier, and it will not be necessary to calculate performance by using Measurement Method 2. 
  

	3.4	Use of Measurement Method 2 

 Measurement Method
2 will only be used in respect of any CPR for which the Performance Target and Performance Tail have not been achieved by using Measurement Method 1. 
  

	3.4.1	If Measurement Method 2 has been met for all Problems covered by the relevant CPR, the Supplier shall be deemed to have achieved the CPR. 

  

	3.4.2	If Measurement Method 2 has not been achieved for a CPR, the Supplier shall be deemed to have failed that CPR and BT shall be entitled to a Remedy. 


 

	3.5	No Performance Tail or Performance Target 

  

	3.5.1	Where no Performance Tail or Performance Target is specified in the CSRM then the Supplier shall be deemed to have failed the CPR when it does not meet the requirement set out in
column 5 of the CSRM and BT shall be entitled to a Remedy. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




					
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	Contract No.: 674920	 	British Telecommunications plc
	Ethernet ITT	 	Issue: 1.1
	Appendix 13A Part 2	 	Date: 10/19/2007 5:25 PM
	CPRs for the Support and Maintenance Service	 	

  

	4.	ASSESSMENT AND REMEDIES 

  

	4.1.1	All the requirements and procedures set out in Appendix 13 Part 1 shall apply mutatis mutandis to the assessment of the CPRs and applications of Remedies under this Appendix 13 Part
2. 

  

	4.1.2	In the event that the Supplier is a) asked to provide resources in support of investigations into performance failures and root cause analysis or b) decides to provide resources in
support of investigations into performance failures and root cause analysis in order to dispute a liquidated damages claim by BT, and the Supplier can demonstrate to the reasonable satisfaction of BT, that the failure is not attributable to the
Supplier, then the Supplier is entitled to submit an invoice to BT based on prices in Appendix 8 for the Time and Expenses required to support such an investigation. The CPR measure and remedy shall be void and the invoiced amount shall be offset
against any current or future liquidated damages claimed within [*] from the date of identification of such costs. For the avoidance of doubt, in the event that any liquidated damages due are not sufficient to cover any such invoices BT shall not be
liable to the supplier for any further payments. 

  

	4.1.3	The CPR Remedy for each Reporting Period shall be measured and applied separately for each agreed BT Group Company. For each such BT Group Company, the Remedies payable by Supplier
in any quarterly or other agreed Reporting Period shall not exceed [*] of the value Orders for Support and Maintenance Services placed by the relevant BT Group Company in the relevant quarter (or other agreed period. For the avoidance of doubt this
will be applicable to CPR’s R5, R6, R6A, R6B, R7. 

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.




					
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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  

 ANNEX A - CSRM 
  

																	
	 Col 1
Cat. of CPR
	  	 Col 2
 Service
Required
	  	 Col 3
Response
Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
Performance
Requirement
(Notes 2 & 3)
	  	 Col 6
Measurement
Method
	  	 Col 7
Reporting
Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	S1	  	Standard Support Service for resolution of urgent operational problems	  	Initial contact by competent person - [*]	  	Normal Working Hours	  	 Performance Target - [*] by Next Working Day
  
 Performance Tail - [*] by Next Working Day + [*] hours
  
 (up to [*] additional hours for travelling for site visit, where applicable)
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per [*] late, or part thereof
	  	With each SORR	  	[*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
Cat. of CPR
	  	 Col 2
 Service
Required
	  	 Col 3
Response
Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
Performance
Requirement
(Notes 2 & 3)
	  	 Col 6
Measurement
Method
	  	 Col 7
Reporting
Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	S2	  	Standard Support Service for resolution of non-urgent operational problems	  	Initial contact by competent person - [*]	  	Normal Working Hours	  	 Performance Target - [*] in [*] Working Days
  
 Performance Tail - [*] Working Days
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus
 Performance Constant of [*]
per Working Day late or part thereof
	  	With each SORR	  	 [*] per whole
 [*] away from target under Method 2 up to
a maximum of [*] per month
	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat. of CPR
	  	 Col 2
 Service
Required
	  	 Col 3
Response
Requirement
(Note 1)
	  	 Col 4
Hours of Cover
	  	 Col 5
Performance
Requirement
(Notes 2&3)
	  	 Col 6
Measurement
Method
	  	 Col 7
Reporting
Period
	  	 Col 8
CPR Remedy
	  	 Col 9
Payment Period

	E1	  	 Emergency Support Service for resolution of real time emergency incidents involving any Equipment problem resulting in a loss or
 degradation of service, loss of billing or serious loss of functionality.
	  	 [*]
  
 See clause 5.2.8 of Appendix 18 Part 1 for details
	  	24x7	  	 Performance target - [*] in [*]
  
 Performance Tail - [*] in [*]
  
 (up to [*] additional hours for travelling for site visit, where applicable)
	  	 1: Measured on a per occasion
 basis
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per [*] late, or part thereof.
	  	With each SORR	  	[*] plus an additional [*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	 Contract No.: 674920
	 	British Telecommunications plc
	 Appendix 13A Part 2
	 	Issue: 1.1
	 CPRs for the Support and Maintenance Service
	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat. of CPR
	  	 Col 2
 Service
Required
	  	 Col 3
Response
Requirement
(Note 1)
	  	 Col 4
Hours of Cover
	  	 Col 5
Performance
Requirement
(Notes 2
& 3)
	  	 Col 6
Measurement
Method
	  	 Col 7
Reporting
Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	E2	  	Emergency Support Service for resolution of real time urgent incidents involving any Equipment problem which reduces the system security, or data integrity or represents a serious threat to
service.	  	 [*]
  
 See clause 5.2.8 Appendix 18 Part 1 for details
	  	24x7	  	 Performance Target [*] in [*]
  
 Performance Tail [*] in [*]
  
 (up to [*] additional hours for travelling for site visit, where applicable)
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per [*] late, or part thereof
	  	With each SORR	  	[*] plus an additional [*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	 Contract No.: 674920
	 	British Telecommunications plc
	 Appendix 13A Part 2
	 	Issue: 1.1
	 CPRs for the Support and Maintenance Service
	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat. of CPR
	  	 Col 2
 Service
Required
	  	 Col 3
 Response
Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
 Performance
Requirement
(Notes 2 & 3)
	  	 Col 6
 Measurement
Method
	  	 Col 7
 Reporting
Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	D1	  	Design Defect and problem investigation service for urgent design fixes	  	 Update period each 24 hours
  
 The parties will mutually agree that a design defect exists before the clock for the Performance requirements starts.
	  	 24x7
  
 The availability and provision by the Supplier of a ‘workaround solution’ as defined below to the Problem or Design Defect would satisfy the Performance Target and Tail requirements and stop the clock in
terms of the measurement criteria for any applicable Remedy.
	  	 Performance
 Target - [*] in [*]
  
 Performance Tail - [*] in [*]
	  	 1 : Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per [*] late, or part thereof
  
 Applicable only where Design relates to Network/Service configuration changes, not Product
hardware redesigns
	  	With each SORR	  	[*] plus an additional [*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
Cat. of CPR
	  	 Col 2
 Service
 Required
	  	 Col 3
Response
 Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
Performance
 Requirement
(Notes 2 & 3)
	  	 Col 6
Measurement
 Method
	  	 Col 7
Reporting
 Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	D2	  	Design Defect and problem investigation service for design fixes	  	The parties will mutually agree that a design defect exists before the clock for the Performance requirements starts.	  	Normal Working Hours	  	 Performance Target - [*] in [*] Working Days
  
 Performance Tail - [*] in [*] Working Days
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance
 Constant of [*]
per Working Day late, or part thereof
	  	With each SORR	  	[*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] of the SPRM
									
	D3	  	Design Defect and problem investigation service for non service threatening design issues	  	The parties will mutually agree that a design defect exists before the clock for the Performance requirements starts.	  	Normal Working Hours	  	 Performance Target -[*] in [*] Working Days
  
 Performance Tail - [*] in [*] Working Days
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per Working Day late, or part thereof
	  	With each SORR	  	[*] per whole [*] away from target under Method 2 up to a maximum of [*] per Month	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat. of CPR
	  	 Col 2
 Service
 Required
	  	 Col 3
 Response
 Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
 Performance
 Requirement
(Notes 2 & 3)
	  	 Col 6
 Measurement
 Method
	  	 Col 7
 Reporting
 Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	 R1
	  	Repair - No Fault Found (NFF)	  		  		  	[*] of the number of dispatches over Reporting Period	  	1: Measured on a per occasion basis	  	With each SORR	  	No remedy required.	  	Within [*] of the SPRM
									
	 R2
	  	Repair - second time returns	  		  		  	[*] of the number of dispatches over Reporting Period	  	1: Measured on a per occasion basis	  	With each SORR	  	No remedy required.	  	Within [*] of the SPRM
									
	 R3
	  	Repair - Defective on Receipt (DOR)	  		  		  	[*] of the number of dispatches over Reporting Period	  	1: Measured on a per occasion basis	  	With each SORR	  	No remedy required.	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat. of
CPR
	  	 Col 2
 Service
 Required
	  	 Col 3
Response
 Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
Performance
 Requirement
(Notes 2 & 3)
	  	 Col 6
Measurement
 Method
	  	 Col 7
Reporting
 Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	 R4
	  	Repair - repair and return service	  		  	Normal working hours	  	 Performance Target - [*] in [*] Working Days measured from time of receipt of failed unit by Supplier
  
 Performance Tail - [*] in [*] Working Days
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance constant of [*] per working day late
	  	With each SORR	  	 [*] per whole [*] away from target under Method 2 up to a maximum of [*] per
 Month
	  	Within [*] of the SPRM
									
	 R5
	  	 Repair - advanced replacement service
  
 Within the UK
	  		  	Normal working hours	  	 Delivery Performance
 Target - [*] in [*] Working Days

  
 Delivery Performance Tail - [*] in [*] Working Days
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per day late, or part thereof
	  	With each SORR	  	[*] per Month (applicable only if BT purchases this service)	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	 CPRs for the Support and Maintenance Service
	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat of CPR
	  	 Col 2
 Service
 Required
	  	 Col 3
Response
 Requirement
(Note 1)
	  	 Col 4
 Hours of Cover
	  	 Col 5
Performance
 Requirement
(Notes 2 & 3)
	  	 Col 6
Measurement
 Method
	  	 Col 7
Reporting
 Period
	  	 Col 8
 CPR Remedy
	  	 Col 9
Payment Period

	 R6a
  
 UK
	  	 Repair - emergency advanced replacement service
  
 Within the UK
	  		  	24x7	  	 Performance Target - [*] in [*] hours
  
 Performance Tail -[*] in [*] hours
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus [*] per [*] late
	  	With each SORR	  	[*] per Month (applicable only if BT purchases this service)	  	Within [*] of the SPRM
									
	 R6b
  
 Global
	  	Repair - advanced replacement service	  	Subject to agreement on forecast of equipment volumes per type and geography applicable measures and remedies.	  	24x7	  	 Performance Target - [*] despatched in [*] hours
  
 Performance Tail - [*] despatched in [*] hours
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, [*] minus [*] per [*] late
	  	With each SORR	  	 [*] per
 Month (applicable only if BT purchases this
service)
	  	Within [*] of the SPRM



	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: 674920	 	British Telecommunications plc
	Appendix 13A Part 2	 	Issue: 1.1
	CPRs for the Support and Maintenance Service	 	Date: 15/12/2006

  


																	
	 Col 1
 Cat of
 CPR
	  	 Col 2
 Service
 Required
	  	 Col 3
Response
 Requirement
(Note 1)
	  	Col 4
Hours of Cover	  	 Col 5
Performance
 Requirement
(Notes 2 &
3)
	  	 Col 6
Measurement
 Method
	  	 Col 7
Reporting
 Period
	  	 Col S
CPR Remedy
	  	 Col 9
Payment Period

	R7	  	 Repair - spares management service
  
 Within the UK
	  		  	24x7	  	 Performance Target - [*] in [*] hours
  
 Performance Tail - [*] in [*] hours
	  	 1: Measured on a per occasion basis
  
 2: Measured on a per occasion basis, 100% minus Performance Constant of [*] per [*] late
	  	With each SORR	  	[*] per Month (applicable only if BT purchases this service)	  	Within [*] of the SPRM

  

			
	Note 1:	 	[*] indicates Help Desk response time during Normal Working Hours. [*] indicates Help Desk response time outside Normal Working Hours.
		
	Note 2:	 	Next Working Day means the same time on the following Working Day i.e. an issue reported at 2.30pm shall be resolved by [*] the following Working Day.
		
	Note 3:	 	When it is necessary for the Supplier to visit the Site to resolve a problem, the Contract Personnel shall be despatched as soon as possible in order to minimise the overall time to resolve the
problem. The clear time includes the time taken by the Supplier to decide if attendance at the Site is required. Guidelines on the typical travel times will be recorded and agreed by the Parties, and will be updated at the SORM as necessary. In any
event the time to travel to the Site shall be a maximum of [*] Time unused within this [*] maximum shall not be used to extend the clear time, which continues from the time the Contract Personnel arrives at the Site.
		
		 	E.g.
		
		 	 •        A problem is accepted by the Supplier at 13:00 for E1 Category problem (which has a [*]
clear time).

		
		 	 •        It takes until 13:30 to identify that a Site attendance is required and between 13:30
and 15:30 to travel to the Site.

		
		 	 •        To meet the CPR, the problem must be resolved by [*]


  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: XXXXXX	 	British Telecommunications plc
	Appendix 13 Part 2	 	Issue: 1.0
	CPRs for the Support and Maintenance Service	 	Date: 12/11/2007 15:47

  

 ANNEX B - CPR CALCULATION EXAMPLES 
 Consider 25 issues raised in a particular Category, for example, if CPR S2 had the following conditions. 
 [*] in [*] Working Days (Performance Target) 
 [*] in [*] working Days (Performance Tail) 
 Performance Constant =[*] 
 CPR Measurement Method 1
is applied first, for the CPR to be successful both Performance Target and Performance Tail must be achieved. 
 CPR Measurement Method 2 is only used if the
Supplier fails to meet either the Performance Target or Performance Tail performance requirements. 
 When CPR Measurement Method 2 is applied, the result is
measured against the CPR Performance Target. 
  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: XXXXXX	 	British Telecommunications plc
	Appendix 13 Part 2	 	Issue: 1.0
	CPRs for the Support and Maintenance Service	 	Date: 12/11/2007 15:47

  

 Example 1 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 CPR Measurement Method 1 
 [*] resolved in
[*] Working Days 
 [*] resolved in [*] Working Days 
 Performance Target and Performance Tail measures achieved 
 CPR successful 
 Therefore no further action 
 Example 2 
 [*] resolved in [*] Working Days 
 [*]
resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 CPR Measurement Method 1 
 [*] resolved in
[*] Working Days 
 [*] resolved in [*] Working Days 
 Therefore failed to achieve both Performance Target and Performance Tail measures 
 CPR Measurement Method 1
failed 
 Therefore use CPR Measurement Method 2 
 CPR Measurement Method 2 
 Total number of Working Days late is [*] Working Days and [*] Working Days
respectively) 
 Therefore [*] x [*] = [*] 
 CPR Measurement Method 2 performance is [*] (i.e. 100% [*] 
 Measured against the Performance Target -
Performance Target achieved. 
 CPR Measurement Method 2 successful 
 CPR successful 
 Therefore no further action

  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: XXXXXX	 	British Telecommunications plc
	Appendix 13 Part 2	 	Issue: 1.0
	CPRs for the Support and Maintenance Service	 	Date: 12/11/2007 15:47

  

 Example 3 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 [*]
resolved in [*] Working Days 
 CPR Measurement Method 1 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 Therefore failed to achieve both Performance Target and Performance Tail measures 
 CPR Measurement Method 1 failed 
 Therefore
use CPR Measurement Method 2 
 CPR Measurement Method 2 
 Total number of Working Days late is [*] Working Days, [*] Working Days, [*] Working Days and [*] Working Days respectively) 
 (The number of Working Days late is calculated from when the Performance Target was due, not when the Performance Tail was due.) 
 Therefore [*] x [*] = [*] 
 CPR Measurement Method 2 performance is [*] (i.e. 100% [*] 
 Measured against the Performance Target - Performance Target failed. 
 CPR Measurement Method 2 failed 
 CPR failed 
 Therefore implement Remedy. 
  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: XXXXXX	 	British Telecommunications plc
	Appendix 13 Part 2	 	Issue: 1.0
	CPRs for the Support and Maintenance Service	 	Date: 12/11/2007 15:47

  

 Example 4 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 CPR Measurement Method 1 
 [*] resolved in
[*] Working Days 
 [*] resolved in [*] Working Days 
 Therefore Performance Target achieved but failed to achieve Performance Tail measure 
 CPR Measurement Method
1 failed 
 Therefore use CPR Measurement Method 2 
 CPR Measurement Method 2 
 Total number of Working Days late is [*] 
 Therefore [*] x [*] = [*] 
 CPR Measurement
Method 2 performance [*] (i.e. 100%[*] 
 Measured against the Performance Target - Performance Target achieved. 

CPR Measurement Method 2 successful 
 CPR
successful 
 Therefore no further action required 
  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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	Contract No.: XXXXXX	 	British Telecommunications plc
	Appendix 13 Part 2	 	Issue: 1.0
	CPRs for the Support and Maintenance Service	 	Date: 12/11/2007 15:47

  

 Example 5 
 [*] resolved in [*] Working Days 
 [*] resolved in [*] Working Days 
 CPR Measurement Method 1 
 [*] resolved in
[*] Working Days 
 [*] resolved in [*] Working Days - 
 Therefore Performance Target achieved but failed to achieve Performance Tail measure 
 CPR Measurement Method
1 failed 
 Therefore use CPR Measurement Method 2 
 CPR Measurement Method 2 
 Total number of Working Days late is [*] 
 Therefore [*] x [*] = [*] 
 CPR Measurement
Method 2 performance is [*] (i.e. 100% [*] 
 Measured against the Performance Target - Performance Target failed. 
 CPR Measurement Method 2 failed 
 CPR failed

 Therefore implement Remedy 
  


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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