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Terremark Worldwide / Telcordia Technologies Inc. - PROFESSIONAL SERVICES MASTER AGREEMENT
TELCORDIA TECHNOLOGIES | -------------------------- Performance from Experience
PROFESSIONAL SERVICES MASTER AGREEMENT
CONTRACT NO.. 20000822JS113827
--------------------------------------------------------------------------------
This Agreement, effective as of August 9, 2000, is between NAP of the Americas, Inc., ("NAPA"), a Florida corporation and a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), having an office at 2601 S. Bayshore Drive, 9th Floor, Coconut Grove, Florida 33133 and Telcordia Technologies, Inc. ("Telcordia"), a Delaware corporation, having an office at 445 South Street, Morristown, New Jersey 07960-6438. Notwithstanding anything to the contrary in this agreement, Terremark, along with its majority owned subsidiaries, shall guarantee all of the terms and conditions of this agreement on behalf of NAP of the Americas, Inc. Notwithstanding the foregoing, the Parties agree that the terms and conditions of the financing structure ("Financing Agreement"), currently under negotiation between the Parties, shall replace and supercede the Billing terms and conditions under Section 2.2 of this Master Agreement as governing and controlling each Work Statement retroactively from the effective date of the Master Agreement. The Parties further acknowledge and agree that the Financing Agreement will address any necessary adjustment in terms, including price, required for such application, and shall be mutually agreed to by the Parties.
I. DESCRIPTION OF PROFESSIONAL SERVICES
Telcordia shall provide to NAPA the Professional Services ("Services") related to the NAP of the Americas Miami, which will be described in individual Work Statements under this Agreement in the form of Exhibit A. A detailed description of the work, schedules, deliverables, fees and payment schedule will be included in each Work Statement. NAPA must authorize the Services by executing the Work Statement and returning it to Telcordia's Administrative Contact.
II. NAPA AND TELCORDIA ADMINISTRATIVE CONTACTS
Brian K. Goodkind Beth Morgan Executive Vice President & Director Chief Operating Officer
Terremark Worldwide, Inc. 2601 S. Bayshore Drive Telcordia Technologies, Inc. 9th Floor 1200 Brickell Avenue Coconut Grove, FL 33133 Suite 1200 Tel. No. 305-856-3200 Miami, FL 33149
Tel. No. 305-372-7970
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having
a need to know within Telcordia and NAPA, except with
written permission of Telcordia.
Fax No. 305-856-0252 Fax No. 305-349-2030
In consideration of the mutual obligations assumed under this Agreement, Telcordia and NAPA agree to the Terms and Conditions attached to this Agreement and represent that this Agreement is executed by duly authorized representatives as of the dates below.
AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: /s/ BRIAN K. GOODKIND By: /s/ THELINA E. ANDERSEN
---------------------------- -------------------------- Name: BRIAN K. GOODKIND Name: THELINA E. ANDERSEN
---------------------------- -------------------------- Title: VICE PRESIDENT Title: SENIOR CONTRACT MANAGER
---------------------------- -------------------------- Date: 9-1-00 Date: 9-1-00
---------------------------- --------------------------
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TERMS AND CONDITIONS
1. DEFINITIONS
1.1 "BUSINESS DAY" means an eight hour day during normal business hours.
1.2 "CONFIDENTIAL INFORMATION" means information of a party to this Agreement which is provided or disclosed to the other and is marked as confidential or proprietary. If the information is initially disclosed orally then (1) it must be designated as confidential or proprietary at the time of the initial disclosure and (2) within twenty (20) days after disclosure, the information must be reduced to writing and marked as confidential or proprietary. No information of the disclosing party will be considered Confidential Information to the extent the information:
a)is in the public domain through no fault of the recipient either
before or after disclosure; or
b)is in the possession of the recipient prior to the disclosure, or
thereafter is independently developed by recipient's employees or
consultants who have had no prior access to the information; or
c)is rightfully received from a third party without breach of any
obligation of confidence.
1.3 "DELIVERABLE" means any written summary of results or any other written data, information or materials provided to NAPA including data, comments and conclusions pertaining to the Professional Services performed under this Agreement.
1.4 "YEAR 2000 COMPUTER PROBLEM" means the inability of any hardware, software, firmware, middleware, or microchip to record, store, process, recognize, calculate, and display calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality, that it records, stores, processes, recognizes, calculates, and displays calendar dates falling on or before December 31, 1999.
2. FEES AND PAYMENTS
2.1 FEES AND EXPENSES. NAPA shall pay Telcordia for the Professional Services either a fixed quote price or a time and materials fee based upon the documented hours worked and the current fee schedule. NAPA shall also reimburse Telcordia for all reasonable, documented, out-of-pocket expenses incurred in connection with the Services, including travel, lodging, meals and telephone costs. Telcordia reserves the right to limit Services to no more than ten (10) hours within a 24-hour period. In connection with all Work Statements under this Master Agreement, NAPA shall be entitled to the same fees and "preferred pricing" guaranty it was given in paragraph 5(b) of Work Statement No. 0001.
2.2 BILLING. For Services provided under a fixed quote price, Telcordia shall submit bills to NAPA according to the schedule described in each Work Statement. For Services provided under a time and materials fee, Telcordia shall submit monthly bills to NAPA for Services rendered during the prior month and expenses incurred. NAPA shall pay billed amounts within thirty (30) days of the date of the bill.
2.3 PAYMENTS. Payments to Telcordia must be in United States dollars and may be either:
a)wire transferred to:
Chase Manhattan Bank
New York, New York
ABA #021000021 (for all wires, ACH & EFT
Account #323145663
Attention: Account Officer
Telcordia Technologies, Inc.
Telcordia Contract No. ___________, or
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a)mailed to:
Telcordia Technologies, Inc.
Church Street Station
Post Office Box 06334
New York, NY 10249-63 34
Attention: Account Officer
Telcordia Contract No. ____________
2.4 OVERDUE PAYMENTS. Overdue payments are subject to a late payment charge, calculated and compounded monthly, and calculated at an annual rate of either (1) one percent (1%) over the lowest prime rate available in New York City, as published in The Wall Street Journal on the first Monday (or the next bank business day) following the payment due date; or (2) 12 percent (12%), whichever shall be higher. If the amount of the late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount.
2.5 TAXES. NAPA shall pay or reimburse Telcordia for all sales or use taxes, duties, or levies imposed by any authority, government or government agency (other than those levied on Telcordia's net income) in connection with this Agreement. If Telcordia is required to collect a tax to be paid by NAPA, NAPA shall pay this tax on demand. If NAPA fails to pay these taxes, duties or levies, NAPA shall pay all reasonable expenses incurred by Telcordia, including reasonable attorney's fees, to collect such taxes, duties or levies.
3. CONFIDENTIAL INFORMATION
3.1 USE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed by NAPA to Telcordia in connection with the Professional Services conducted under this Agreement will be used by Telcordia only for the performance of the Professional Services described in the Work Statement and Confidential Information disclosed by Telcordia to NAPA will be used by NAPA solely for its own internal purposes, unless otherwise expressly provided in this Agreement.
3.2 DISCLOSURE OF CONFIDENTIAL INFORMATION. Confidential Information disclosed under this Agreement by one party to the other will be protected by the recipient from further disclosure, publication, and dissemination to the same degree and using the same care and discretion as the recipient applies to protect its own confidential or proprietary information from undesired disclosure, publication and dissemination. Except as set forth in the following paragraph, neither party will disclose the other's Confidential Information to any affiliate or other third party, without prior written consent from the other party. If Confidential Information is required by law, regulation, or court order to be disclosed, the recipient must first notify the disclosing party and permit the disclosing party to seek an appropriate protective order.
3.3 DISCLOSURE TO EMPLOYEES AND CONSULTANTS. Confidential Information disclosed under this Agreement may be disclosed to a receiving party's employees (including contract employees) or consultants who participate in the Services if the employees and consultants have been made aware of their responsibilities under this Agreement and the consultants (including contract employees) have signed a statement agreeing to be bound by the terms of this Agreement with respect to confidentiality.
3.4 MISUSE OF CONFIDENTIAL INFORMATION. Either party's failure to fulfill the obligations and conditions with respect to any use, disclosure, publication, release, or dissemination to any third person of the other party's Confidential Information or breach of any restrictions or obligations of any licenses granted by the other party, constitutes a material breach of this Agreement. In that event the aggrieved party may, at its option and in addition to any other remedies that it may have, terminate this Agreement, its obligations and any rights or licenses granted upon thirty (30) days written notice to the other
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party. In addition to any other remedies it may have, the aggrieved party has the right to demand the immediate return of all copies of Confidential Information provided to the other party under this Agreement. The parties recognize that disclosure of Confidential Information in violation of this Agreement will result in irreparable harm. Each party shall have the right to injunctive relief in the event of a disclosure in violation of this Agreement.
4. ALLOCATION OF INTELLECTUAL PROPERTY AND GRANT OF LICENSES
4.1 LICENSE TO USE THE DELIVERABLES. Subject to the restrictions set forth below, Telcordia grants to NAPA a personal, nontransferable, nonexclusive license to use and copy the Deliverable for NAPA internal business purposes. This license shall include a license to use any Telcordia newly-created Invention, Work of Authorship or other intellectual property to the extent necessary for NAPA to meet the purposes set forth in this Agreement or in an applicable Work Statement. This license shall further include the right to provide copies of the Deliverable to consultants, contractors or suppliers who are hired to carry out recommendations within the Deliverable as long as such consultant, contractor or supplier is subject to an agreement requiring confidentiality of the Deliverable, and which limits the use of the Deliverable by the consultant, contractor or supplier to providing services to NAPA. NAPA shall include a Telcordia copyright notice on all copies of Deliverables. The services and any Deliverables are not "work for hire."
4.2 OWNERSHIP OF NEWLY-CREATED INTELLECTUAL PROPERTY. Any patentable or unpatentable discoveries, ideas, including methods, techniques, know-how, concepts, or products ("Invention"); or any works fixed in any medium of expression, including copyright and mask work rights ("Works of Authorship"); or any other intellectual property created by Telcordia during the course of the Services shall be the sole and exclusive property of Telcordia. Any Inventions, Works of Authorship or other intellectual property created jointly by Telcordia and NAPA during the course of the Services shall be the joint property of Telcordia and NAPA, each party having full licensing rights with no obligation of accounting to the other party.
4.3 NO RIGHTS BY IMPLICATION. Except as set forth above, no direct or indirect ownership interest or license rights in Inventions, Works of Authorship or other intellectual property including software or patents are granted or created by implication in this Agreement. Any grant of an ownership interest or license rights in an Invention, Work of Authorship or other intellectual property including software or patents must be negotiated in a separate agreement. Telcordia will use reasonable efforts to inform NAPA of any Telcordia owned Inventions, Works of Authorship or other intellectual property that Telcordia believes may be necessary for NAPA to use the Deliverable or to meet the purposes set forth in this Agreement or in an applicable Work Statement.
4.4 SIMILAR WORK FOR OTHER CUSTOMERS. Telcordia may perform the same or similar services for others, including providing the same or similar conclusions and recommendations provided that NAPA Confidential Information is not disclosed.
5. NAPA'S RESPONSIBILITIES
5.1 ACCESS. NAPA is responsible for providing Telcordia with access to NAPA's premises, employees, documentation or other information needed to perform the Services.
5.2 CUSTOMER REQUIREMENTS. NAPA acknowledges it has independently determined that the Services and Deliverables requested in any Work Statement to this Agreement meet its requirements.
5.3 OBJECTIVES AND RESULTS. Services and Deliverables provided by Telcordia under any Work Statement to this Agreement are provided to assist NAPA; however, NAPA, not Telcordia, will be responsible for determining objectives and obtaining desired results.
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5.4 YEAR 2000 SERVICES OR RESULTS. UNLESS SPECIFICALLY DESCRIBED IN A WORK STATEMENT UNDER THIS AGREEMENT (AND SEPARATELY IDENTIFIED AS "YEAR 2000 SERVICES OR RESULTS"), TELCORDIA'S SERVICES (AND THE DELIVERABLES, IF ANY, PROVIDED BY TELCORDIA HEREUNDER) WILL NOT INCLUDE ANY YEAR 2000 ANALYSES, ASSESSMENT, REMEDIATION, TESTING OR OTHER SERVICES OR DELIVERABLES RELATED TO THE YEAR 2000 COMPUTER PROBLEM (AS DEFINED IN SECTION 1.4) NOR DOES TELCORDIA MAKE ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR DELIVERABLES, IF ANY, PROVIDED HEREUNDER WILL NECESSARILY RESULT IN YEAR 2000 COMPLIANCE, READINESS OR FUNCTIONALITY OF ANY OF THE CUSTOMER'S NETWORK, SYSTEMS, HARDWARE, SOFTWARE, MIDDLEWARE OR EMBEDDED SYSTEMS, THE ISSUE OF SUCH COMPLIANCE, READINESS OR FUNCTIONALITY BEING OUTSIDE THE SCOPE OF THIS AGREEMENT UNLESS SPECIFICALLY PROVIDED, AS NOTED ABOVE, IN A WORK STATEMENT.
5.5 ADDITIONAL RESPONSIBILITIES. Any additional NAPA responsibilities will be described in the applicable Work Statement.
6. REPRESENTATIONS AND WARRANTIES
6.1 RIGHT TO PROVIDE INFORMATION. NAPA represents and warrants to Telcordia that it has the right to provide the information, specifications and data that it has or will provide to Telcordia in order for Telcordia to complete the Services and to create the Deliverables identified hereunder. NAPA further represents and warrants that possession and use of that information, specifications and data by Telcordia under the terms and conditions of this Agreement will not constitute an infringement upon any patent, copyright, trade secret, or other intellectual property right of any third party.
6.2 EMPLOYEE AND CONSULTANT AGREEMENTS. Each party represents and warrants to the other that it shall have obtained, prior to the commencement of the Professional Services, appropriate agreements with its employees and consultants who may participate in the Services sufficient to enable it to comply with the terms of this Agreement.
7. WARRANTY AND DISCLAIMER OF WARRANTIES
7.1 LIMITED WARRANTY. Notwithstanding Section 8.1, Telcordia warrants that the Services provided under this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. In the event of any breach of the foregoing warranty, provided NAPA has delivered to Telcordia timely notice of such breach as hereinafter required, Telcordia shall, at its own expense, in its discretion either: (1) reperform the non-conforming Services and correct the non-conforming Deliverables to conform to this standard; or (2) refund to NAPA that portion of the amounts received by Telcordia attributable to the nonconforming Services and/or Deliverables. No warranty claim shall be effective unless NAPA has delivered to Telcordia written notice specifying in detail the non-conformities within thirty (30) days after performance of the non-conforming Services or tender of the non-conforming Deliverables. The remedy set forth in this Section 7.1 is the sole and exclusive remedy for breach of the foregoing warranty.
8. LIMITATION OF LIABILITY
8.1 LIMITED LIABILITY. Telcordia has no liability to NAPA, exceeding that specified in the following paragraph, in contract (including warranty and indemnity), or in tort, strict liability or otherwise with respect to any written or oral statement, information, comment or conclusion made by or on behalf of Telcordia or otherwise in connection with the Services provided under this Agreement including, but not limited to, any materials or any other
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information or Deliverable prepared and/or made available to NAPA under the terms of this Agreement. Further, neither party shall be liable to the other party for any indirect, special or consequential damages suffered as a result of any statement, comment, conclusion, or performance or nonperformance under each Work Statement, even if advised of the possibility of damage or loss.
8.2 LIABILITY NOT TO EXCEED AMOUNTS PAID. Telcordia's liability, if any, to NAPA or to any third party for claimed loss or damage under each Work Statement shall not exceed the amount actually paid by NAPA to Telcordia under the applicable Work Statement.
9. GENERAL
9.1 PUBLICITY. Notwithstanding anything herein to the contrary, each party is prohibited from using in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation including any abbreviation, contraction or simulation of the other without the prior, express, written permission of the other.
9.2 HIRING OF EMPLOYEES. During the term of this Agreement and for a period of two (2) years after any expiration or termination of this Agreement, neither party shall employ or solicit for employment, directly or indirectly, any employee of the other party directly involved in the Services described in the Work Statement, unless the other party has either terminated the employment of the employee, granted written permission for the employment, or it has been more than one year since the employee was last employed by the other party. Advertisements in newspapers and trade publications by either party do not constitute solicitation.
9.3 ASSIGNMENT. Neither party shall assign, in whole or in part, this Agreement, any Work Statement or any license, rights or obligations granted, to any other person or entity, without the prior written consent of the other party, which consent may not be unreasonably withheld.
9.4 WAIVER. The failure of either party at any time to enforce any of the provisions of this Agreement or any right under this Agreement, or to exercise any option provided, will in no way be construed to be a waiver of the provisions, rights, or options, or in any way to affect the validity of this Agreement. The failure of either party to exercise any rights or options under the terms or conditions of this Agreement shall not preclude or prejudice the exercising of the same or any other right under this Agreement.
9.5 NON-COMPLIANCE FOR CAUSE BEYOND CONTROL. Neither party shall be liable to the other for non-compliance with any provision of this Agreement if the non-compliance resulted directly from any cause beyond the reasonable control of the party. However, this provision shall not apply to any payments due to Telcordia under this Agreement.
9.6 CHOICE OF LAW. This Agreement must be construed and enforced according to the laws of the State of New Jersey without regard to those laws relating to conflict of laws and NAPA agrees to be subject to the jurisdiction of the courts in the State of New Jersey if a suit is commenced in connection with this Agreement.
9.7 SEVERABILITY. If any provision or portion of a provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall not be affected, and the remaining terms will continue in effect and be binding on the parties, provided that such holding of invalidity or unenforceability does not materially affect the essence of the Agreement.
9.8 NOTICE. Any notice or other written communication required or permitted to be given by a party under this Agreement must be addressed to the attention of the other party's Administrative Contact as identified in this Agreement or in any Work Statement and will be deemed delivered: (1) five business days after the notice has been mailed by certified mail, if applicable, or (2) the next business day after receipted delivery to a recognized overnight courier.
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9.9 COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws. If Telcordia requires any government licenses or approvals to proceed with the Services, Telcordia will provide NAPA with prior notice of the requirement and an estimate of any resulting increase in the price of the Services.
9.10 SURVIVAL. The Terms and Conditions of this Agreement regarding confidentiality, payment, warranties, liability and all others that by their sense and context are intended to survive the execution, delivery, performance, termination or expiration of this Agreement survive and continue in effect.
9.11 SCOPE CHANGE. The parties may mutually agree to modify or make changes to any Work Statement as necessary. Scope changes will be detailed in individual Scope Change Control Forms under this Agreement in the form of Exhibit B. Scope Change Control Forms must be signed by authorized representatives of each party.
10. INTERNATIONAL TERMS AND CONDITIONS
The following terms and conditions shall apply to Services performed outside of the United States in addition to the terms and conditions contained herein.
10.1 NAPA'S REEXPORT OBLIGATIONS
10.1.1 Reexport of Technical Data. NAPA acknowledges that any commodities
and/or technical data provided under this Agreement shall be subject to
the Export Administration Regulations ("the EAR") administered by the
U.S. Commerce Department http://www.bxa.doc.gov (The Bureau of Export
Administration home page) and that any export or reexport thereof must be
in compliance with the EAR. NAPA agrees that it shall not export or
reexport, directly or indirectly, either during the term of this
Agreement or after its expiration, any commodities and/or technical data
(or direct products thereof) provided under this Agreement in any form to
destinations in Country Groups D:1 or E:2, as specified in Supplement No.
1 to Part 740 of the EAR, and as modified from time to time by the U.S.
Department of Commerce, or to destinations that are otherwise controlled
or embargoed under U.S. law.
10.1.2 GOVERNMENTAL APPROVALS AND CONSENTS. This Agreement is subject to
the receipt of any approvals and/or consents required by United States
and foreign government agencies and authorities, including but not
limited to the export control laws and regulations of the United States,
as may be required for the consummation of the transactions contemplated
by this Agreement. Telcordia shall have no liability to NAPA for failure
to deliver any product or service under this Agreement as a result of the
refusal of United States or foreign governmental agencies to issue any
necessary approvals and consents for the export of any such product or
service.
10.2 EXPORT CONTROL. Telcordia shall notify NAPA of any restricted technology that may be controlled for export purposes. Any technology provided by Telcordia that is controlled for export purposes, may require prior approval by the appropriate U.S. Government agency, either the U.S. Department of State (DOS) or the U.S. Department of Commerce (DOC). Should this technology provided by Telcordia be export controlled, NAPA will be bound by U.S. export statutes and regulations and shall comply with all export control requirements. NAPA and/or Telcordia shall have full responsibility for any required export licenses.
10.3 IMMIGRATION AND ENTRY REQUIREMENTS. NAPA shall obtain and supply Telcordia with all necessary licenses, permits, authorizations, and passes, including but not limited to professional visit passes and/or employment passes issued by the national immigration agency under the national immigration law of the local country and other clearances, in a timely manner to support performance under this Agreement. Telcordia performance is contingent upon the foregoing, and in the event that NAPA is unable to obtain and supply such to Telcordia in a timely
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manner, or that any of such are later withdrawn, the Telcordia performance schedule, and any other necessary terms of this Agreement shall be equitably adjusted.
10.4 ENGLISH LANGUAGE. Unless otherwise stated in a Work Statement to this Agreement, Telcordia shall provide all Reports and other Deliverables in the English language.
10.5 TAXES. Fees payable under this Agreement are exclusive of taxes. NAPA shall pay or reimburse Telcordia for all value added, income, withholding, sales or use taxes, customs or import duties, or levies imposed by any authority, government or government agency in connection with this Agreement, other than taxes imposed by the United States.
10.5.1 If Telcordia, its subcontractors, and/or their respective
employees are required to pay any non-United States taxes in connection
with this Agreement, including those listed above, the fees under this
Agreement shall be correspondingly increased.
10.5.2 If, after the effective date of this Agreement or any applicable
Work Statement hereto, there are changes or developments which may result
in an increase in any non-United States taxes, and/or any new non-United
States taxes or assessments are levied by a government other than the
United States, or if the methods of administering or the rates of any
such taxes or assessments are changed, and such new taxes, assessments or
changes result in an increased potential non-United States tax liability
for Telcordia, its subcontractors, and/or their respective employees
under this Agreement, the fees under this Agreement shall be
correspondingly increased.
10.5.3 If either party fails to pay any fees under this Agreement, or any
taxes, duties, levies or assessments, such party shall pay all reasonable
expenses incurred by the other party, in collecting these sums, including
reasonable attorney's fees, interest and penalties.
10.5.4 NAPA shall provide to Telcordia a summary of all amounts withheld
during the year no later than ten business days after December 31 of each
year, addressed to Telcordia, International Collections, 3 Corporate
Place, Room 2E-327, Piscataway, NJ 08854 USA.
10.5.5 Telcordia shall provide NAPA with a statement regarding any income
or withholding tax for which NAPA will be responsible for in any given
country, as specified in each Work Statement, prior to rendering any
Services in such country.
10.6 FOREIGN CORRUPT PRACTICES ACT. Both parties shall at all times comply with applicable laws to the business and operations of Telcordia and NAPA, its subsidiaries and affiliates, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended. Any notice received from any governmental or regulatory authority or other person alleging any violation of any such applicable law shall be promptly provided to the other party.
11. ENTIRE AGREEMENT
This is the entire Agreement between the parties about its subject. It incorporates and supersedes all written and oral communications about its subject. It may only be changed or supplemented by a written amendment signed by the authorized representatives of the parties. Each Work Statement executed shall be considered part of this Agreement and the terms of each control in the event of any inconsistency with the terms of this Agreement.
END OF TERMS AND CONDITIONS
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EXHIBIT A
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TELCORDIA TECHNOLOGIES | -------------------------- Performance from Experience
PROFESSIONAL SERVICES MASTER AGREEMENT
CONTRACT NO. [##########] -------------------------------------------------------------------------------
This Work Statement is under the Professional Services Master Agreement dated __________ and is between _________________ ("Customer") and Telcordia Technologies, Inc. ("Telcordia"). Telcordia shall provide the following Professional Services under the Terms and Conditions of the Agreement and any additional terms contained in this Work Statement.
1. SCOPE OF SERVICES
2. DESCRIPTION OF SERVICES
Telcordia shall provide the following services:
3. NO YEAR 2000 SERVICES
4. CUSTOMER RESPONSIBILITIES
5. FEES AND PAYMENTS
6. DELIVERABLES
7. SCHEDULE OF SERVICES
8. LOCATION OF SERVICES
9. TELCORDIA'S CONTACT(S)
10. CUSTOMER'S CONTACT(S)
The parties to this Work Statement agree to the terms of the Professional Services Master Agreement and this Work Statement and further represent that this Work Statement is executed by duly authorized representatives as of the dates below.
AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: By:
--------------------- --------------------------------- Name: Name:
--------------------- --------------------------------- Title: Title: CONTRACT MANAGER
--------------------- --------------------------------- Date: Date:
--------------------- ---------------------------------
TELCORDIA TECHNOLOGIES, INC. AND NAP OF THE AMERICAS, INC.
CONFIDENTIAL - RESTRICTED ACCESS
This document and the confidential information it contains shall be
distributed, routed or made available solely to authorized persons having
a need to know within Telcordia and NAPA, except with
written permission of Telcordia.
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SCOPE CHANGE CONTROL FORM
This Scope Change No. _______ ("Scope Change") amends the Work Statement, Contract No. ______________, ("Work Statement") between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. ("Terremark"), and Telcordia Technologies, Inc. ("Telcordia"), and is effective as of this _____________ day of ________, 20__ ("Scope Change"). This Scope Change incorporates all the terms and conditions of the Work Statement and Agreement except as may be otherwise modified herein for the limited purpose set forth herein.
1. Title of Scope Change:
2. Date of Scope Change:
3. Originator of Scope Change:
4. Reason for the Scope Change:
5. Details of the Scope Change (including any specifications):
6. Implementation timetable of the Scope Change:
7. Additional fees or refund, if any, of the Scope Change:
8. Impact of the Scope Change on other aspects of the Schedule, including
but not limited to, the overall payment schedule, contractual
provisions, and Deliverable schedules.
9. Other Comments:
The parties to this Scope Change agree to the terms of the Agreement and the Work Statement, and further represent that this Scope Change is executed by their respective Program Managers as of the dates below, subject to final approval by the parties respective authorized representatives in accordance with each parties' established corporate policy. The parties to this Scope Change further agree that any terms of the Agreement or Work Statement modified or amended by this Scope Change shall be applicable only for the limited purposes of this Scope Change, and any terms and conditions of the Agreement or Work Statement not modified hereby shall remain unchanged and in full force and effect.
AGREED BY: NAP OF THE AMERICAS, INC. TELCORDIA TECHNOLOGIES, INC.
By: By:
--------------------------- ---------------------------- Name: Name:
--------------------------- ---------------------------- Title: Title:
--------------------------- ---------------------------- Date: Date:
--------------------------- ----------------------------
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AMENDMENT TO THE PROFESSIONAL SERVICES MASTER AGREEMENT
BETWEEN NAP OF THE AMERICAS, INC. AND
TELCORDIA TECHNOLOGIES, INC.
This amendment to the Professional Services Master Agreement, executed on September 1, 2000, between NAP of the Americas, Inc. ("NAPA"), a wholly owned subsidiary of Terremark Worldwide, Inc. and Telcordia Technologies, Inc. ("Telcordia") ("Agreement") ...
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