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IBM / IntraLinks - IBM Customer Agreement Statement of Work for Custom Solution
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IBM Customer Agreement Statement of Work for Custom Solution
1 Description
We provide to you enhanced IBM Workgroup Services (Version 2.1) as an IBM Global Services Service (called a . Custom Solution.). Except as modified or supplemented by this Statement of Work for Custom Solution (.Statement of Work.), the IBM Workgroup Services (Version 2.1) are provided subject to the applicable terms of the IBM Global, Services Managed Messaging and Collaborative Services Service Description and Fee Schedule, which are subject to change.
In addition to other Lotus Notes and Lotus Domino applications and databases resident on our facilities, the Custom Solution will provide and or support your following specific requirements: Surety Digital Notary Service; AntiVirus; Server Failover; Site Failover; and Streamlined Registration.
1.1 Surety Digital Notary Service
The Custom Solution will support the Surety Digital Notary Service which secures your applications resident on our facilities. You shall obtain necessary software license(s) and provide to us documentation specifying procedures for the implementation, configuration and support of the Surety Digital Notary Service.
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Each of us agrees that the complete agreement between us about this transaction consists of: 1) this Statement of Work; 2) the IBM International Customer Agreement and its Attachment for IBM Global Services' Network Services (or any equivalent document signed by both of us); and 3) any applicable Transaction Documents. This agreement supersedes and replaces the Advantis Application Provider Agreement dated July 7, 1997
Agreed to: Agreed to: IntraLinks, Inc. International Business Machines
By: By:
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Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date: 2/19/99 Date: 2-25-99
Enterprise Number: 5253837 Customer Agreement Number: ADV7179D
Customer Number: 5253837 Custom Solution Number:
Enterprise Address: 1372 Broadway
Floor 12A
New York, NY 10018
After signing, please return a copy of this Statement of Work to the following address:
IBM Global Services
3405 W. Dr. M. L. King Jr. Blvd.
Tampa, FL 33607
Attention: Order Fulfillment Services
January 14, 1999 Page 1 of 7
We shall provide a firewalled server environment for hosting the Surety Server and IntraLinks unrestricted Lotus Notes Agents. We shall provide boarding of the Surety Server and review and qualify all your unrestricted Lotus Notes Agents.
The security of the Surety Server is solely your responsibility. You shall notify us if the Surety Server is down or performance degraded. You shall immediately notify us when new versions of the Surety server are implemented and obtain necessary software licenses. You shall submit all Lotus Notes unrestricted agents to us for review.
1.2 AntiVirus
We shall provide Symantec Norton antivirus ("AntiVirus") software on all IBM servers dedicated to IntraLinks. The AntiVirus software will detect known viruses at the operating system level, in Lotus Notes documents, emails and attachments, and will attempt to cleanse the infected file. If an infected file is found, an alert message will be sent to the IntraLinks Notes Administrator, the sender of the infected file, and the recipient of the infected file. Files that cannot be cleaned of viruses will be quarantined in a NAVLOG.NSF database. Files older than 30 days will be purged from the database. IBM shall update new virus patches as they become available from Symantec.
The IntraLinks Notes Administrator shall monitor for quarantined virus files and either release, correct or delete the quarantined documents from the NAVLOG.NSF.
1.3 Server Failover
For the provided server environment, we shall cluster servers to enhance server availability. The clustered servers will set up for real-time replication and configured as set forth in Exhibit "A" hereto.
You shall create replicas of IntraLinks Lotus Notes applications on all Schaumburg/Portsmouth, UK, servers within a cluster. You shall set up all database replication stubs and schedules between clustered servers on the Schaumburg site and between clustered servers on the Portsmouth site.
1.4 Site Failover
In the event that a server from the provided environment fails to perform, we shall attempt to re-start the primary server. If we determine that the primary server cannot be brought back up and stabilized in the appropriate length of time, then we will initiate manual failover procedures. After re-boot, the failover server will be in the state represented by the last replication and backup of Lotus Notes of the failed primary server.
We shall provide an off-site location in Portsmouth, UK, for failover server(s) in the event of a disaster at our primary facility in Schaumburg, Illinois. We shall notify your administrator if the Schaumburg site fails and coordinate changing IntraLinks domains over to the off-site location. You shall set up all database replication stubs and schedules between Schaumburg and Portsmouth. You shall board and test your application(s) on the Portsmouth servers.
When we notify you of Schaumburg site failover, you shall notify all Lotus Notes Client users to connect to the Portsmouth site.
January 14, 1999 Page 2 of 7
1.5 Batch Registration
We will support the Batch Registration Interface utility that you run over the provided server environment. This utility is to be used for registering users/endpoints in a batch mode, and not to edit or delete endpoints.
1.6 Term
This Statement of Work shall take effect on January 1, 1999 (.Start Date.) and end on December 31, 2001 (.Term.).
2. Our Responsibilities
We shall:
1. provide the Custom Solution as described in this Statement of Work;
2. provide to your Administrator Level 2 Help Desk support for the Custom
3. Your Additional Responsibilities
You shall:
1. place an order for this Custom Solution;
2. order and install the Managed Data Network Services leased line connections
and IP remote access, TCP/IP communications feature, or X.PC (X.25 protocol)
connections necessary for the Custom Solution;
3. provide first level support to users of the Custom Solution;
4. identify to us in writing the names of your administrator and authorized end
users, certified by your administrator, who may use the facilities under this
Custom Solution;
5. pay the charges set forth in Section 4, below;
6. complete the migration to IBM Workgroup Services Version 2.1 to Version 1.2
by no later than the Start Date.
4. Charges
For this Custom Solution you shall incur:
1. a one-time charge of $50,000.00 for this Custom Solution. This charge is not
proratable and is not eligible for allowances and discounts. This charge is
not applicable towards the attainment of a volume commitment (if any).
2. a monthly charge of $100,000.00 for this Custom Solution after March 1, 1999
and until we enable auto-fail over and install Local Directors and
Distributed Directors. From the Start Date through February 28, 1999, you
will incur the following monthly charges:
a. January, 1999 $60,000
b. February, 1999 $90,000
These charges are not proratable and are not eligible for allowances and discounts. These charges are not applicable towards the attainment of a volume commitment (if any).
January 14, 1999 Page 3 of 7
3. a monthly charge of $2.00 for each client endpoint. This charge is
proratable and is not eligible for allowances an...
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