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Home My WebLink About2000-183 Agrmt - Alcatel InternetAlcatel Internetworking 90 North Mountain Contract # 1-13D4Q PRINCIPAL PLACE OF BUSINESS AT 26801 WEST AGOURA ROAD. CALABASAS, Cz\ 91301 CALCATEL") FOR THE SER- VICE(S) INDICATED BY AN "X" BELOW. DESCRIPTION OF EACH SERVICE ADDENDUM IS ATTACHED HERETO. Support Plus Addendum 5010 & 5052 Resident Engineer Service Addendum THE PARTIES AGREE THAT THE ABOVE SERVICE ADDENDA INDICATED BY X ABOVE IS BEING PURCHASED BY THE CUSTOMER Pt;RSUANT TO THE GENERAL TERMS AND CONDI- TIONS ATTACHED HERETO FOR THE PRODUCTS (THE "PROI)UCTS") SHOWN ON THE COV- ERED PRODUCTS IJST CCPL") WHICH IS ALSO ATTACHED HERETO. THE PARTIES HAVE CA[JSED THIS AGREEMENT TO BE EXECUTED BY THEIR AUTHORIZED REPRESENTATIVES. GENERAL TERMS AND CONDITIONS 1. PURCHASE OF SUPPORT SERVICES ., Customer may purchase maintenance services ("Services") listed on Alcatel's then current Worldwide Price List (the "Price List"), to be performed in the contP nental United States, pursuant to the terms of this Agreement 2. ORDERS Customer agrees that no order placed by Customer will be effective until accepted by Alcatel's acknowledgment (an "Order Acknowledgment") The terms of this Agreement shall govern all orders regardless of any varying term in Customer's order 3. PRICES, TAXES, PAYMENT A. Service Prices. Thepricesf~rtheServices~rderedwi~~bep~rsuantt~theter~as~fthisAgreement~rth~se~istedintRe~rderAckn~w~edgment. Additional charges for special maintenance services may apply. All Service prices are for locations in the continental United States B. Taxes. All prices are exclusive of any tax, fee, duty or governmental charge, however designated (other than income or franchise taxes) or levied based on the Products, their possession or operation, Services~ gross revenue, or this Agreement (collectively "Taxes") Customer agrees to pay all Taxes or provide to Alcatel a certificate of exemption acceptable to the appropriate taxing authority C. Payment. Subject to credit approval by Alcatel, payment will be due thirty (30) days from the date of Alcatel's invoice. Invoices for Service may be issued in advance. Alcatel may change credit terms at any time 4. WARRANTIES Alcatel warrants to Customer that Services will be performed in a professional and workmanlike manner. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT ANY LIMITATION WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. SERVICES A. Customer's order for Se~wtce will be according to the terms of Alcatel's then current Service description. B. To be eligible for Services, proRects to be serviced must be in good operating condition at current specified revision levels. Alcatel may charge its standard rates in effect on the date Customer's Service order is placed to make products eligible for Services C. Relocation of proRects is Customer's sole responsibility and may result in adjustments to Service charges and changes to Service response times If prod- ucts are relocated outside of the continental United States. their continued Service will also be subject to reasonable availability of a Alcatel authorized service D Customer ~s responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the Products to recon- struct lost or altered Customer files, data or programs Customer agrees to have its representative present when Alcatel provides Service Customer agrees to notify Alcatel if Products are being used in an environment which poses a potential health hazard to Alcatel's employees or subcontractors. E Services may be furnished by Alcatel, or for Alcatel by Alcatel's subcontractor, o~ a Alcatel authorized Service provider F. All replaced parts wall become the property of Alcatel on an exchange basis. G. Diagnostics, documentation, spare parts, tools, test equipment and other material used in tho performance of installation, warranty, maintenance or pro- fessiona[ services may be furnished by Alcatel, or with Products, or stored at Cust/omer's facility Alcatel grants no title or license to such material and it remains the exclusive property of Alcatel Customer agrees to promptly return all such material to Alcatel upon Alcatel's request. 6. TERM OF AGREEMENT AND TERMINATION A. Term. The initial term of this Agreement shall be twelve (12) months commencing on the Effective Date noted above Thereafter, this Agreement will renew for successive twelve (12) month terms unless an authorized representative of Customer or of Alcatel provides the other party with written notification of its intent not to renew at least thirty (30) days prior to the expiration of the then current term. B. Termination. Either party may terminate this Agreement if: (i) the other party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases doing business; or (ii) the other party fails to cure a materml Breach of this Agreement within thirty (30) days after receipt of written notice of such breach from the party not in default C. Effect of Termination. Ally expiration or termination of this Agreement shall not modify or alter any of the obligations of the parties which accrued prior to such expiration or termination. The sections of this Agreement which address Taxes; Payment; Warranties; Services; Proprietary Rights and Information; Foreign Reshipment, remedies; Limitations; Governing Law; and Termination shall survive any termination or expiration of this Agreement Except as expressly agreed in writing between the parties, no party shall be liable to the other for any amounts, costs or damages by reason of the expiration or termination of this Agreement. 7. PROPERTY RIGHTS AND INFORMATION A. Proprietary Rights. Alcatel, on behalf of itself and its licensors, reserves all proprietary rights in and to (i) all designs, eng~neenng details, and other data pertaining to the Products, (ii) all original works, computer programs, "fixes," updates (but not Customer' s programs), discoveries, inventions, patents, know-how and techniques artsmg out of work done wholly or in part by Alcatel in connection with this Agreement, and (iii) any and all products developed as a result of such work The performance by Alcatel of professional Services shall not be deemed a work-for hire but shall instead be subject to this section. B. Use of Proprietary Information. "Proprietary Information" includes, without limitation, diagnostics, the Software, the Software Documentation, other user manuals, as well as printed materials and visually transmitted information disclosed by Alcateb such as new product information, financial or technical data, that is marked with a proprietary or confidential legend Customer will hold the Proprietary Information in confidence and will use the Proprietary Information only for tBe purposes expressly permitted under this Agreement, and will disclose the Proprietary Information only to its employees and contrac tots as authorized in this Agreement and then only on a need-to-know basis Customer agrees to maintain adequate internal procedures, including approprmte agreements with all employees and authorized third parties with access to the Proprietary Information, to protect the confidentiality of the Proprietary Information as required by this Agreement Alcatel shall be entitled, in addition to all other remedies, to appropriate injunctive relief in the event of any unau- thorized disclosure or use. C. Limitations to the Use of Proprietary Information. Proprietary Information does not include information which (i) Customer shows through compe- tent evidence that it was rightfully in Customer's possessmn in a complete and tangible form before it was received from Alcatel, (ii) is or becomes a matter of public knowledge through no fault of Customer, (iii) is rightfully furnished to Customer by a third party without restriction on disclosure or use, or (iv) Customer shows through competent evidence that it is independently developed by Customer without use of or reference to the Proprietary Information g. LIMITATION OF LIABILITY IN NO EVENT WILL ALCATEL OR ITS SUBCONTRACTOI~S BE LIABLE FOR (1) THE COST OF SUBSTITUTE PROCUREMENT SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM INACCURATE OR LOST DATA OR LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WiTH THIS AGREEMENT OR THE FURNISHING OF SERVICES EVEN IF INFORMED OF SUCH DAMAGES. IN NO EVENT WILL ALCATEL'S TOTAL LIABILITY FOR (1) ANY DAMAGES IN ANY ACTION BASED ON OR ARISING OUT OF OR 1N CONNECTION WiTH THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO ALCATEL PURSUANT TO THIS AGREEMENT, OR (2) CLAIMS BASED UPON THE PARTIES' OBLIGATIONS UNDER THE SECTION ENTITLED "SERVICES" EXCEED THE IOTAL AMOUNT PAID TO ALCATEL FOR SUCH SERVICES g. NOTICES Any notices required to be given under this Agreement shall be in writing and may be sent by telefax or otherwise delivered to the address of the party to be notified indicated on the signature page of this Agreement or to such other address as may have been substituted by written notice All such notices sent to Alcatel shall be addressed "Attention: Manager, Contracts." 10. FAILURE, DELAY Neither party shall be liable for its failure or de[ay in performance of its obligations under this Agreement due to strikes, wars, revolutions, fires, floods, exphi- slons earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control 11. FOREIGN RESHIPMENT This Agreement is made subject to all laws, regulations, orders or other restrictions on the export from the United States of Products, Software, Software Documentation, or of other information about such Products, which may be imposed from time to time Customer agrees not to export, directly or indirectly. any such Products or information to any country for which an export license or other governmental approval is required at the time of export without first obtaining such license or approval 12. ASSIGNMENT This Agreement may not be assigned by Customer without prior written permission from Alcatel Any attempt by Customer to assign any right, or delegate any duty or obligation which arises tinder this Agreement, without such permtssmn, will be voidable at Alcatel's sole discretion 13. WAIVER AMENDMENT OR MODIFICATION Any waiver, amendment or modification of any right, remedy or other term under this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought Neither i)arty shall be bound by typographical or clerical errors 14. ENTIRE AGREEMENT, GOVERNING LAW This Agreement, inchlding any attachment and Order Acknowledgment, constitutes the entffe agreement between Customer and Alcatel with respect to the purchase and Alcatel's furnishing of Services and shall be governed by the laws of the State of California VENDOR: 002930 ALCATEL INTERNETWORKING P 0 BOX 14497 SPOKANE, WA 99214 Date 08/04/00 Ashland Fiber Network PO 01295 2.0 each SupportPlus-5052~ One Year 7X24 phone 6~500.00 13.000.00 support, web access, advanced shipment ' for next day arrival of replacement hardware. Excludes Firewall, NMS and MSS software, 12 Months/Qty 2 Each 6.0 each SupportPlus-5010, One year 7X24 phone 65~.0C 3,900.0C support, web access, advanced sh~pmen~ for next day arrival of replacement hardware, Excludes Firewal~ NMS and MSS software. 12 Months/Qty 6 Each SUBTOTAL 16,900,0[ BILL TO:Aecount Payable TAX ,0[ 20 EAST MAIN ST FREIGHT ,0[ 541-552-2010 TOTAL 16,900,0C ASHLAND, OR 97520 591.11,00.00.704100 16,900,0C Purchasing Representative VENDOR COPY