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911 Master Services Agreement

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Sectors: Computer Software and Services, Telecommunications
Governing Law: Illinois, View Illinois State Laws
Effective Date: September 01, 1994
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9-1-1 SERVICES AGREEMENT



AMERICTECH INFORMATION SYSTEMS, INC.



SCC COMMUNICATIONS CORPORATION







TABLE OF CONTENTS

1. RECITALS 1



2. DEFINITIONS 1



3. DESCRIPTION OF SERVICES 2



3.1. GENERAL 2

3.2. PROJECT IMPLEMENTATION PLAN 2

3.3. PROJECT MANAGEMENT AND OTHER PERSONNEL 3

3.4. TRAINING 3

3.5. NETWORK 4

3.6. SUPPORT SERVICES 4

3.7. SYSTEM EFFICIENCY 4

3.8. REGIONAL UNIFORMITY 4



4. JOINT RESPONSIBILITIES 4



4.1. INTERNSHIP EXCHANGE PROGRAM 4

4.2. ELECTRONIC EXCHANGE 4



5. AMERITECH RESPONSIBILITIES 4



6. TERM 5



7. PRICE AND PAYMENT 5



8. PURCHASE OPTION 5



9. EXCLUSIVITY 6



9.1. AMERITECH'S EXCLUSIVE RIGHTS 6

9.2. SCC'S RIGHT OF FIRST REFUSAL 6

9.3. EXCLUSIVE DISTRIBUTORSHIP 6



10. OWNERSHIP/NO LICENSES GRANTED 6



11. CONFIDENTIALITY AND NONDISCLOSURE 7



11.1. NONDISCLOSURE AND SYSTEM SECURITY 7

11.2. CONFIDENTIAL INFORMATION 7



12. ACCEPTANCE 8



13. WARRANTY 9



13.1. WARRANTIES, RELATED REMEDIES 9

13.2. SOFTWARE "VIRUSES" 9



14. INDEMNIFICATION 9



14.1. GENERAL INDEMNIFICATION 9

14.2. INTELLECTUAL PROPERTY INDEMNIFICATION 9



15. INSURANCE 10



16. LIABILITY AND LIMITATION OF LIABILITY 10







17. ADD-ON ORDERS 11



18. FORCE MAJEURE 11



19. TERMINATION 11



19.1. TERMINATION BY AMERITECH 11

19.2. TERMINATION BY SCC 12

19.3. CANCELLATION BY AMERITECH 13



20. TAXES 13



21. GENERAL PROVISIONS 13



21.1. INDEPENDENT CONTRACTORS 13

21.2 MOST FAVORED CUSTOMER 14

21.3. ASSIGNMENT 14

21.4. UNBUNDLING OF SERVICES 14

21.5. ESCALATION PROCEDURES AND NOTICES 14

21.6. FAIR MARKET VALUE 14

21.7. RECORDS AND AUDITS 15

21.8. EQUAL OPPORTUNITY 16

21.9. COMPANY RULES 16

21.10. ADVERTISING OR PUBLICITY 16

21.11. NON-WAIVER 16

21.12. GOVERNING LAW 16

21.13. LAWS AND REGULATIONS 16

21.14. TIME OF THE ESSENCE 16

21.15. REMEDIES 16

21.16. SEVERABILITY 16

21.17. JOINT WORK PRODUCT 16

21.18. AUTHORITY 16



22. ENTIRE AGREEMENT 17



EXHIBIT A: SCOPE OF WORK

EXHIBIT B: FEES, DISCOUNTS AND PAYMENT SCHEDULE

EXHIBIT C: PURCHASE OPTION

EXHIBIT D: ADD-ON ORDERS











PAGE ii





9-1-1 SERVICES AGREEMENT





THIS AGREEMENT is made as of ___________________, ("Effective Date") between Ameritech Information Systems, Inc., a corporation having its principal office at 225 West Randolph Street, Chicago , Illinois 60606 ("Ameritech") and SCC Communications Corporation, having its principal office at 6285 Lookout Road, Boulder, Colorado 80301-3343 ("SCC").



1. RECITALS



WHEREAS, this 9-1-1 Services Agreement contains all the terms, conditions, and understandings between SCC and Ameritech for the establishment of an Agreement between the parties; and



WHEREAS, Ameritech desires to enter into an Agreement with SCC for the purpose of procuring 9-1-1 call handling data services (the "9-1-1 Services") on a per record basis; and



WHEREAS, Ameritech requires the flexibility to acquire the 9-1-1 Services either throughout the entire "Ameritech Region" (as defined below) or only within certain states therein; and



WHEREAS, Ameritech further requires the flexibility to be able to acquire software and related services from SCC if such are required by Ameritech either throughout the entire Ameritech Region or only within certain states in the Ameritech Region if Ameritech does not outsource the 9-1-1 calling handling data services to SCC through the acquisition of 9-1-1 Services under this Agreement; and



WHEREAS, SCC desires to enter into the Agreement in order to provide such services and is qualified to provide 9-1-1 Services;.



NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SCC and Ameritech, the "Parties", agree as follows:



2. DEFINITIONS



The following definitions apply to this Agreement:



A. "9-1-1 Services" means the "Base Services" plus "New Services", both of which are defined below and further described in Exhibit A of this Agreement



B. "Add-on Order" means the document, signed by authorized representatives of both Parties, that adds New Services to this Agreement. The Add-on Order will specify the applicable fees and payments and other pertinent information. A sample Add-on Order is set forth in Exhibit D. Article 17, "Add-on Orders" describes the Add-on Order process.



C. "Ameritech Region" means the five state geographic region of Illinois, Wisconsin, Michigan, Ohio, and Indiana, including both Ameritech franchised and non-franchised territories.



D. "Base Record" means the database record which includes the name, address or address equivalent, and telephone number of subscribers.



E. "Base Services" means the Management Systems (MS) and Selective Routing (SR)/Automatic Location Identification (ALI) services both of which are further defined in Exhibit A.











AGREEMENT PAGE 1





F. "Agreement" shall mean and include this document, completed and executed by Ameritech and SCC, and all Exhibits attached hereto and incorporated herein.



G. "New Services" means enhancements to the Base Services that incorporate significant additional functionality, or which Ameritech's customers are willing to pay for on a stand-alone basis, or separate out-of-scope 9-1-1 Services . New Services will be periodically offered to Ameritech by SCC hereunder, based on additional products SCC develops, and added to this Agreement via an "Add-on Order" should Ameritech elect to purchase New Services from SCC. New Services does not inclu de periodic improvements and updates to the Base Services or adaptations to the Base Services due to changes in technology or the operating environment that do not incorporate significant additional functionality.



H. "MSAG" means the Master Street Address Guide.



I. "SIP Interface" means the Service Order Input Process subsystem which accepts and parses on-line updates from the host service order system.



J. "Project" means all the work efforts included in the "Implementation Plan", which plan is set forth in Exhibit A, up through and including "Acceptance" (described in Article 12). The Project does not include the ongoing provisioning by S CC of 9-1-1 Services following Acceptance, the scope of which are described separately in this Agreement and Exhibit A.



K. "Network" means the transport facilities from the tandem office to the SR/ALI and the SR/ALI to MS as provided by SCC.



3. DESCRIPTION OF SERVICES



3.1. GENERAL



The Parties agree to jointly develop and in good faith negotiate, by September 1, 1994, a detailed Exhibit A, "Scope of Work" (SOW), to replace the SOW outline presently included as Exhibit A. The SOW will be a complete and detailed description of all the work SCC will perform for Ameritech hereunder for the fees specified herein. The SOW will include all those "Parts" listed on the Table of Contents page of Exhibit A, "Scope of Wo r k". The SOW outline and content presently set forth in Exhibit A will be followed by the Parties unless they later mutually agree not to. During the development of the SOW, both Parties recognize that through the process, and in light of the experience g ained in the process, there may be changes or modifications requested to be made to this Agreement by either Party. Such requests shall be considered and negotiated in good faith by both Parties and incorporated, if mutually agreed to, in writing into th is Agreement.



3.2. PROJECT IMPLEMENTATION PLAN



An Implementation Plan shall be mutually developed and agreed to by both Parties by September 1, 1994 and incorporated into this Agreement as part of Exhibit A. The fully detailed Implementation Plan shal l define the process for conversion of data handling services to SCC under the terms of this Agreement, the specific tasks, responsibilities, and performance dates of each party, the specific services to be provided, and the performance requirements and o b jectives for the provisioning of the 9-1-1 Services, and remedies and consequences for non-performance according to the Performance Metrics to be contained in Exhibit A. SCC is responsible for demonstrating that the 9-1-1 Services meet the acceptance cri teria set forth in Exhibit A, the Scope of Work.



Exhibit A shall also contain the Ameritech performance requirements and objectives for the SIP Interface data. If these requirements are not met, incremental charges as set forth in Exhibit B, "Fees and Payment Schedule", may be assessed by SCC.



Any changes or modifications of the Scope of Work shall be mutually agreed to in writing.











AGREEMENT PAGE 2



3.3. PROJECT MANAGEMENT AND OTHER PERSONNEL



SCC and Ameritech shall each designate an individual, the "Project Manager", who shall 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.



SCC will provide office facilities and working space for an Ameritech employee, the "Database Manager", designated to be on site at SCC's corporate offices in Boulder, Colorado to assist with the Project. All Database Manager expenses, except for the ass ociated facilities and administrative costs, shall be paid by Ameritech. The Ameritech Database Manager shall remain on site as long as it is mutually determined to be necessary.



On a mutually agreed to periodic basis the Project Managers shall meet in or der for SCC and Ameritech to inform each other of the status of the Project and its respective tasks and responsibilities. Such meetings shall include each Party's Project Manager as well as appropriate additional personnel such as Ameritech's Database M a nager, and each Party shall provide a written status report on the work being performed by it. Alternatively, Ameritech may elect to forego all or some of such meetings and may direct SCC to provide it with periodic written reports on the status of the S cope of Work being undertaken by SCC under this Agreement. The specific Project responsibilities of SCC and Ameritech are set forth in Exhibit A.



SCC and Ameritech recognize the need to provide and maintain qualified personnel involved in all aspects of t he 9-1-1 Services described in this Agreement. In order to achieve continued high quality services through its personnel, SCC shall establish and implement a mutually agreed to plan to certify its personnel. SCC is responsible for the costs associated w ith the certification of its employees.



All requests for additional services, conversion of additional records, training, enhancements, and New Services shall be coordinated through the Project Managers and handled in accordance with Article 17, "Add-on Orders".



SCC and Ameritech shall mutually develop, as part of the SOW, a policy statement describing a Code of Conduct to be endorsed in writing by all SCC personnel involved in providing 9-1-1 Services under this Agreement.



3.4. TRAINING



Any training required as part of the SOW shall be indicated in the SOW.



In addition to the training set forth in the SOW, from time to time, at Ameritech's request, SCC shall provide training classes at sites and at times agreed upon by the Parties. Such additional training classes shall be billed to Ameritech at SCC's published rates as shown in Exhibit B, Personnel Rates minus any discounts to which Ameritech is entitled under this Agreement or otherwise. In addition, Ameritech shall be responsible for all reason a ble expenses incurred by SCC for travel, meals, and lodging in connection with rendering training services in accordance with this Section. Airplane fares shall not exceed the coach rates then prevailing, and SCC shall use its best efforts to plan its tr avel in advance in order to maximize its use of air travel discounts. SCC also shall use its best efforts to obtain lodging and other travel-related discounts. SCC shall provide Ameritech with invoices detailing any such expenses.



All training provided b y SCC shall include written course materials that may be kept, reproduced, and distributed by Ameritech so that Ameritech can subsequently train its own personnel, provided that any reproductions of such materials shall include any copyright or similar pr oprietary notices contained in the materials.



Ameritech may cancel a training course scheduled by SCC upon fourteen (14) days prior written notice to SCC. For cancellations with less than fourteen (14) days prior written notice, Ameritech shall be liable to SCC for all reasonable expenses incurred by SCC in preparation for the course that are not otherwise recoverable by SCC.











AGREEMENT PAGE 3



3.5. NETWORK



SCC shall design, develop, purchase, own or lease, implement, manage, maintain and monitor all the Network hardware and software components further defined in Exhibit A so the Network can be demonstrated to meet the performance requirements as mutually established in Exhibit A. SCC acknowledges a nd agrees that the participation of Ameritech personnel in all phases of the Network implementation is necessary to the ongoing success of the provision of 9-1-1 Services.



3.6. SUPPORT SERVICES



SCC shall provide "Support Services" as described in Exhibit A to maintain the Performance Metrics mutually agreed to and contained in Exhibit A.



3.7. SYSTEM EFFICIENCY



SCC is committed to improving and exceeding the standards and requirements of this Agreement in the provision of 9-1-1 Services. This inc ludes improvements in the automation procedures, software products, hardware products, personnel training and qualifications, and all other services. Therefore, performance and efficiency of the "System" will be maintained and periodically improved by SC C without charge to Ameritech. Such changes in the provision of Base Services shall be considered usual and customary and not New Services. The System is described in Exhibit A.



3.8. REGIONAL UNIFORMITY



The 9-1-1 Services and Support Services shall be provided under regionally consistent terms and shall not be state- specific unless it is legally mandated by the state or other legally governing body.



4. JOINT RESPONSIBILITIES



4.1. INTERNSHIP EXCHANGE PROGRAM



Ameritec h and SCC agree that the success of this Agreement is dependent upon the knowledge of the organization and operations of the other Party. To optimize the provisioning of 9-1-1 Services, the Parties shall develop a program designed to strengthen the abili t y to create, acquire, and transfer knowledge, the "Internship Exchange Program". An individual (the "Intern") shall be selected from each Party to relocate and participate in the other Party's organization for a period of time to be mutually determined. During such time, the Intern shall participate in the organization's positioning, structure, systems, management practices, culture, mission and strategy. Each Party shall be responsible for its own costs associated with this program.



4.2. ELECTRONIC EXCHANGE



To the extent possible, and as it becomes available, both Parties will use and implement automation procedures to facilitate communication, coordination, maintenance, and management of the 9-1-1 Services.



5. AMERITECH RESPONSIBILITIES



Ameritech's responsibilities are those stated in this Agreement and the Exhibits hereto. As the mutually agreed to SOW is completed, specific responsibilities shall be further defined.











AGREEMENT PAGE 4





6. TERM



Unless earlier terminated or cancelled in accordance with Section 19, "Termination/Cancellation", the term of this Agreement shall begin upon the Effective Date as first stated herein and continue for ten (10) y ears following expiration of the "Option Period" set forth in Section 8 below. If either Party terminates this Agreement, or Ameritech cancels this Agreement, according to the provisions of Section 19, then both Parties agree to participate in the orde r ly shutdown and transition of products and services as provided for in Exhibit A, the De-Implementation Plan. Following this initial ten (10) year term, the Agreement shall automatically renew for continuous one year terms unless terminated at the end of a renewal term upon no less than 180 days advance written notification by the terminating Party.



7. PRICE AND PAYMENT



9-1-1 Service charges shall consist of an initial non-recurring engineering set up charge ("NRE") followed by monthly invoices for recurring charges based on per record fees. The NRE charge of [ ] shall be paid upon the date of execution by Ameritech of this Agreement. All 9-1-1 Service charges, volume commitments, and regularly scheduled audit pro c edures are outlined in Exhibit B. Recurring charges for the 9-1-1 Services provided by SCC shall be on a per record basis in committed to incremental blocks ("Thresholds") as outlined in Exhibit B. Invoices for the recurring 9-1-1 Services will be submi t ted to Ameritech monthly, on or about the first of the month (for the month being billed for) and will be paid by Ameritech within 30 days of their receipt. Other than for mutually agreed to exceptions and the addition of New Services to expand Base Servi ces, there will be no other initial NRE charges associated with the addition of records.



The Monthly Base Service Charge per Base Record outlined in Exhibit B is based on a ten (10) year Agreement term.



Services that are provided on a time-and-materials or other non-fixed-fee basis shall be billed in arrears, after provision of the services, and Ameritech shall pay any such charges within thirty (30) days of receipt of an invoice that describes such charges. SCC's current published rates are shown in E xhibit B, Personnel Rates, with the applicable discounts Ameritech is entitled to hereunder.



If services are provided on a time-and-materials basis, SCC shall specify a not-to-exceed billable amount. Billings for services shall not exceed this amount without Ameritech's prior written approval.



8. PURCHASE OPTION



For a period commencing upon the Effective Date and continuing for ninety (90) days after Ameritech's Acceptance of 9-1- 1 Services in Ohio ("Option Period"), Ameri tech shall have the option, at no additional fee, of not buying 9-1-1 Services from SCC and, instead, purchasing software licenses, developed software and software maintenance services from SCC in accordance with the prices and other terms and conditions s et forth in Exhibit C, the "Purchase Option" (except that the acquisition timeframes set forth in Exhibit C shall be modified as appropriate). Ameritech may also purchase equipment from SCC at prices, and other terms and conditions mutually agreed upon b y the Parties at such time. Notwithstanding anything to the contrary in Exhibit C, or elsewhere in this Agreement, Ameritech shall have the right to exercise this Purchase Option on a state-by-state basis or for the entire Ameritech Region. The state-by- s tate purchase price during the Option Period will be determined on a pro-rated basis. If Ameritech elects to exercise its Purchase Option for the entire Ameritech Region, it shall be entitled to a full credit from SCC of all unexpended NRE amounts which s hall be used, as directed by Ameritech, to credit subsequent SCC invoices to Ameritech for Ameritech's purchase of said software licenses, developed software and software maintenance services. If Ameritech elects to exercise its Purchase Option on a stat e -by-state basis, it shall be entitled to a partial refund of the NRE as set forth in Exhibit B, associated with each particular state the Purchase Option is exercised for, which shall be used, as directed by Ameritech, to credit subsequent SCC invoices to











AGREEMENT PAGE 5



Ameritech for Ameritech's purchase of said software licenses, developed software and software maintenance services. If Ameritech elects to exercise its Purchase Option, it shall have no liability for paying SCC any further "Monthly Base Service Charges pe r Base Record", as specified in Exhibit B, following the last date 9-1-1 Services are purchased from SCC.



If the Purchase Option is not exercised, Ameritech may amend this Agreement and purchase 9-1-1 Services from SCC for the City of Chicago/State of Illi nois 9-1-1 project under the terms, conditions set forth in this Agreement. Tangible and intangible assets (excluding software license rights) may be transferred to SCC upon mutual agreement based upon the Fair Market Value, defined below, as of the date o f exchange. Software license rights previously purchased by Ameritech from SCC, and unexpended services already paid for by Ameritech, shall be repurchased by SCC from Ameritech based upon the Fair Market Value of such as of the date the City of Chicago/ S tate of Illinois 9-1-1 project is added to this Agreement. Any amounts owing to Ameritech for such asset transfer and prepaid maintenance fees for unused portions may be credited against future billings to Ameritech, or refunded to Ameritech, at Ameritec h's option.



9. EXCLUSIVITY



9.1. AMERITECH'S EXCLUSIVE RIGHTS



SCC hereby agrees to grant Ameritech the exclusive right of distribution for 9-1-1 Services for the state(s) in which Amertiech is paying Monthly Base Servi ce Charges, and SCC further agrees not to distribute services directly in these states. SCC further agrees to grant to Ameritech non-exclusive rights for the distribution of 9-1-1 Services world-wide for the term of this Agreement. If during the term o f this Agreement, Ameritech elects to purchase SCC products per Section 8 or Section 19, exhibit B8 of Exhibit C will be in effect.



9.2. SCC'S RIGHT OF FIRST REFUSAL



Ameritech hereby grants SCC the right of first refusal as Ameritech's sole provider o f 9-1-1 Services world-wide (with the exception of provision of such services by Ameritech itself) for the term of this Agreement. SCC shall provide Ameritech notice in writing of its intent to exercise this right within a reasonable period, but in no ev ent more than forty-five (45) days of receipt of notification of an opportunity from Ameritech.



9.3. EXCLUSIVE DISTRIBUTORSHIP



SCC and Ameritech may expand their present business relationship in the future and amend this Agreement to incorporate the e xpanded business relationship or execute a separate agreement as mutually agreed to in writing. to provide for the exclusive distributorship by Ameritech of all SCC products in the Ameritech Region.



10. OWNERSHIP/NO LICENSES GRANTED



Nothing in this Agreement shall be construed to grant any ownership or license to Ameritech, except as provided for in Section 8 above.



Nothing in this Agreement shall be construed to grant to SCC any ownership of any data provided to it for use in the pr
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