911 Master Service Agreement

Confidential Treatment Request





SERVICES AGREEMENT NO. PR-9026-L





SCC COMMUNICATIONS CORP.

BELLSOUTH TELECOMMUNICATIONS, INC.









TABLE OF CONTENTS SECTION NAME PAGE NUMBER



SECTION 1. AFFILIATED COMPANIES 1

SECTION 2. TERM OF AGREEMENT 1

SECTION 3. EMERGENCY SERVICES 4

SECTION 4. TERMS OF PAYMENT 4

SECTION 5. PAYMENT AND RECORDS 4

SECTION 6. INVOICING 5

SECTION 7. REPRESENTATIVES 5

SECTION 8. REPORTS 5

SECTION 9. RECORDS AND AUDITS 6

SECTION 10. BUYER'S INFORMATION 6

SECTION 11. SELLER'S INFORMATION 7

SECTION 12. PATENT AND OTHER PROPRIETARY RIGHTS INFRINGEMENT 7

SECTION 13. TAX 7

SECTION 14. ASSIGNMENT BY SELLER 8

SECTION 15. ASSIGNMENT BY BUYER 9

SECTION 16. LICENSES 9

SECTION 17. SUPPLIER OVERDEPENDENCY 9

SECTION 18. WARRANTY FOR EMERGENCY SERVICES 10

SECTION 19. NON-EXCLUSIVE RIGHTS 10

SECTION 20. PUBLICITY 10

SECTION 21. PERFORMANCE OF WORK 10

SECTION 22. INDEPENDENT CONTRACTOR 11

SECTION 23. SECURITY 11

SECTION 24. NONDISCRIMINATION COMPLIANCE 12

SECTION 25. CONFLICT OF INTEREST 12

SECTION 26. CHOICE OF LAW/VENUE 13

SECTION 27. FACILITY RULES AND GOVERNMENT CLEARANCE 14

SECTION 28. RIGHT OF ACCESS 14

SECTION 29. DEFAULT 14

SECTION 30. COMPLIANCE WITH LAWS 14

SECTION 31. RELEASES VOID 15

SECTION 32. NON-WAIVER 15

SECTION 33. SEVERABILITY 15

SECTION 34. CONTINGENCY 15

SECTION 35. INSURANCE 16



TABLE OF CONTENTS



SECTION NAME PAGE NUMBER

SECTION 36. INDEMNITY 16

SECTION 37. SURVIVAL OF OBLIGATIONS 18

SECTION 38. NOTICES 18

SECTION 39. SECTION HEADINGS 19

SECTION 40. INCORPORATION BY REFERENCE 20

SECTION 41. ENTIRE AGREEMENT 20





This agreement (hereinafter "Agreement") is made by and between

BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation,

(hereinafter "Buyer"), and SCC COMMUNICATIONS CORP., a Delaware

corporation, (hereinafter "Seller").



Whereas desirous of obtaining advice and assistance for

E9-1-1 associated consultant, professional, or database management

services (the "Emergency Services") to be provided by Seller which has

sufficient expertise and experience in rendering such Emergency

Services to meet the particular needs of Buyer. The scope of this

agreement does not include software and/or software products

acquisition or software development.



NOW, THEREFORE, Buyer and Seller enter into this Agreement on the

following terms and conditions.





SECTION 1. AFFILIATED COMPANIES



1.01 An Affiliated Company is defined herein as BellSouth corporation

or any company that is owned in whole or in part by BellSouth

Corporation or by one or more of its direct or indirect

subsidiaries. Any Affiliated Company may place orders under

this Agreement to buy Emergency Services as hereinafter defined.

All references to "Buyer" in this Agreement shall be deemed to

include the Affiliated Company placing the order. Such orders

are subject to the terms and conditions of this Agreement and as

to such orders, the Affiliated Company becomes "Buyer"

hereunder. Each order shall constitute a separate, distinct and

independent contract between Seller and the Buyer placing the

order and each Buyer shall be the sole obligor with regard to

meeting the obligations of any order placed by such Buyer.





SECTION 2. TERM OF AGREEMENT



2.01 The term of this Agreement shall commence on August 1, 1995, and

shall, except as otherwise provided herein, continue in effect

thereafter through [ ] inclusive.







2.02 This Agreement contemplates the future execution by Buyer and

Seller of one or more written Letter Purchase Orders. Each

Letter Purchase Order shall be executed by both parties and

shall contain at a minimum the information specified in this

Agreement. All transactions between Buyer and Seller during the

term of this Agreement shall be covered by this Agreement and

any applicable Letter Purchase Order unless the parties agree

otherwise in writing.













2.03 Each properly executed Letter Purchase Order shall be deemed,

upon its execution, to be incorporated into this Agreement. If

the Letter Purchase Order conflicts with the terms and

conditions of this Agreement, the terms and conditions of this

Agreement shall control unless otherwise agreed to under a

"Special Considerations" section of the Letter Purchase Order.







2.04 Seller will furnish Emergency Services to Buyer as specified in

Letter Purchase Orders. Said Orders, at a minimum, shall

specify the information outlined below:





2.04.1 A reference to this Agreement.



2.04.2 A detailed description of the Emergency Services to be performed

by Seller.



2.04.3 A statement defining all deliverables and their associated due



2.04.4 For each project identified in a Letter Purchase Order, Buyer

and Seller shall each designate an individual, (the "Project

Manager"), who will act as the primary interface between the

parties. The Project Managers shall be responsible for

insuring the continuity of communications between the parties

as the project proceeds. Each Letter Purchase order shall

include the address and telephone number of each Project

2.04.5 An enumeration of any items of expense authorized for

reimbursement to Seller, as well as the basis for such





2.04.6 If for consultant and/or professional services only, the Letter

Purchase Order should state the maximum total expenditure

authorized, which is understood to mean (1) a dollar amount or

time limit beyond which Seller may not invoice for consultant

and/or professional services under the specific Letter Purchase

Order, and (2) a dollar amount or time limit beyond which Seller

is not required to expend effort or provide consultant and/or

professional services under a specific Letter Purchase Order

without prior written agreement to a revised amount. When this

specification of a maximum total expenditure is not









feasible, at the Buyer's option, the hourly, daily or unit rate

of Seller may be substituted.



2.04.7 A statement defining the commencement and completion dates for

Emergency Services to be performed.



2.04.8 Invoicing instructions.



2.04.9 Signatures of representatives authorized by Buyer and Seller to

execute the Letter Purchase Order.



2.04.10 Specifications for the Emergency Services to be provided as it

applies to Section 18. "WARRANTY FOR EMERGENCY SERVICES".



2.05 The terms by which either party may terminate an individual

Letter Purchase order shall be stated in the Letter Purchase

Order. The completion of Emergency Services identified in each

Letter Purchase Order which is being terminated shall also be

stated in the Letter Purchase Order.





2.06 The specifications for the Emergency Services to be provided.





2.07 Buyer, without prejudice to any right or remedy on account of

any failure of Seller to perform its obligations under this

Agreement, may at any time terminate the performance of the work

under any Letter Purchase Order, in whole or in part, by written

notice to Seller specifying the extent to which the performance

of the work is terminated and the date upon which such

termination becomes effective. In the event of such

termination, other than for the failure of Seller to perform its

obligations under this Agreement, Seller shall be entitled to

payment for Emergency Services rendered prior to the effective

date of termination and for expenses properly reimbursable under

this Agreement; provided, however, that payment of any such

amounts by Buyer shall be subject to any provision for the limit

of expenditures set forth in the Letter Purchase Order. The

payment of such amounts by Buyer shall be in full settlement of

any and all claims of Seller of every description, including





2.08 In the event of termination of this Agreement or any Letter

Purchase Order issued hereunder, affected Buyer property and

work in Seller's possession shall be forwarded promptly to

Buyer. Any transfer of ownership of property acquired by Seller

to perform the requirements identified in a Letter Purchase

Order will be addressed in the Letter Purchase Order.











SECTION 3. EMERGENCY SERVICES





3.01 "Emergency Services" as used herein shall mean Seller's

consultant and or professional services as described in properly

executed Letter Purchase Orders. Such Emergency Services may

include the furnishing by Seller of tangible goods as a part of

Seller's deliverable hereunder.







SECTION 4. TERMS OF PAYMENT



4.01 Net 30 days



SECTION 5. PAYMENT AND RECORDS









5.01 Buyer shall pay Seller for Emergency Services under this

Agreement in accordance with prices and/or rates, whichever is

applicable, to be specified in Letter Purchase Orders issued

hereunder. If work is performed on Buyer's premises, Seller's

working hours when working on Buyer's premises, in conjunction

with any Letter Purchase Order, shall coincide with the Buyer's

working hours as they may be established from time to time

unless otherwise defined in the Letter Purchase Order.





5.02 When required, Buyer shall furnish Seller with information

relative to Buyer's applicable standards and specifications, all

of which is subject to Section 10 entitled " BUYER'S INFORMATION"

and is to be returned to Buyer at the expiration, cancellation

or termination of the Agreement or Letter Purchase Order, as the

case may be. All information furnished by Buyer to Seller, or

obtained by Seller hereunder or in contemplation hereof, shall

remain Buyer's property. Should Buyer desire to alter such

standards or specifications with respect to any Letter Purchase

Order after such Letter Purchase Order has been issued and

accepted, Seller shall advise Buyer in the event adjustment of

the payment rate or time schedule referred to in the original

Letter Purchase Order







is necessitated by such alterations. In the event such

adjustment is acceptable to Buyer, Buyer shall issue a new or

revised Letter Purchase Order.



5.03 If computer machine time is required in the performance of any

Emergency Services and a charge for such use will be billed to

Buyer, prior written approval of such arrangements shall be

obtained from Buyer.





SECTION 6. INVOICING



6.01 Invoices shall reference Letter Purchase order number and this

Agreement number, PR-9026-A.





SECTION 7. REPRESENTATIVES



7.01 Emergency Services performed under this Agreement are subject to

contract administration activities by Buyer's Representative(s).

Such activities include, but are not limited to, monitoring

supplier performance, Agreement interpretation and amendment,

maintenance of Agreement information in Buyer's database,

inspecting and accepting work performed, verifying work

completion, and validating charges rendered on Seller's

invoices. All Emergency Services provided by Seller under this

Agreement are subject to such activities. In addition to or in

lieu of Buyer's Representative, contract administration

activities may be performed by the individual(s) designated as

Buyer's Delegate, or others as may be delegated by Buyer in





7.02 Buyer's Representative and Alternate shall be the Contract

Administrator and Buyer's Project Manager listed in Item 3 of

each individual Letter Purchase Order.





SECTION 8. REPORTS



8.01 Seller shall render annual reports detailing Buyer's total

expenditures under this Agreement on or before the tenth (10)

working day after the anniversary of the effective date of this

Agreement. Annual reports shall be submitted to the following:



BellSouth Telecommunications, Inc.

Senior Contracting Manager

Procurement Services

38P40 Southern Bell Center

675 West Peachtree Street, N.E.

Atlanta, Georgia 30375





SECTION 9. RECORDS AND AUDITS



9.01 Seller shall maintain complete and accurate records of all

amounts billable to and payments made by Buyer under each Letter

Purchase Order in accordance with generally accepted accounting

practices. Seller shall retain such records for a period of

three (3) years from the date of final payment for Emergency

Services covered by each Letter Purchase Order. Seller agrees

to provide reasonable supporting documentation concerning any

disputed amount of invoice to Buyer within thirty (30) days

after Buyer provides written notification of the dispute to







9.02 Buyer and its authorized agents and representatives shall have

the right to audit such records of Seller during the respective

periods in which Seller is required to maintain such records,

including, without limitation, the right of access to such

records on Seller's premises, rights to inspect and photocopy

same, and the right to retain copies of such records outside of

Seller's premises with appropriate safeguards, if such retention

is deemed necessary by Buyer, in its sole discretion. The

correctness of Seller's billing shall be determined from the

result of such audits. Buyer shall also have such above

described auditing rights with respect to Seller's agents,

contractors, or subcontractors.





10. BUYER'S INFORMATION



10.01 All Buyer's Specifications, drawings, sketches, schematics,

models, sampl ...