CONFIDENTIAL TREATMENT REQUESTED

STARS ENT06000090A1 ANDA Networks

Description

Tasks

Description

Tasks

Tasks

Deliverables

Description

Tasks

Deliverables

Schedule / Timeline

Service-Specific Acceptance

Service Description Definitions

Receiving Dispatch requests from Customer

Introduction

Spare Parts

Lucent Responsibilities

Customer Responsibilities

This section describes the Coverage Periods and Service Levels for the Advanced Exchange (AE) service

Exclusions

Lucent Responsibilities

Customer Responsibilities

OTS Service Level Agreement

Exclusions

Installation of network equipment including Test and Turn Up and cable runs of 50 feet or less.

Project management

Spares Management & Repair (SM&R) Service

On-Site Technical Support

Organizes and leads the Lucent/Customer implementation team by clearly defining and documenting Customer and Lucent responsibilities, and ensuring that each deliverable is assigned an owner.

Manages the scheduling of installation resources per customer request. Coordinates all site access arrangements jointly with customer.

Processes all Purchase Order requests.

Provides status against the scheduled activities and documents variances that affect either Lucent or the Customer; develops recovery plans with the customer for those variances items that negatively impact either Lucent or the Customer; and conducts regular status meetings with both the Customer and involved Lucent organizations.

Tracks all Customer requirements and deliverables to Lucent for all regions (NAR, EMEA, CALA & APAC). Works with In-Country PM’s to coordinate international activities

Manages all subcontractor and third-party vendor activity, if applicable.

Maintains a mutually agreed upon program change control system.

Verify delivery of the material to be used in the installation at Customer’s site location, and provide reasonable inspection for shipping damage.

Unpack and inventory materials using bar scanners.

Alert customer if material is missing and/or damaged and work to resolve DOAs with Customer project team.

LWS or LWS’ affiliate installation staff will provide and bring to site installation, test, and turn-up tools and instrumentation equipment in accordance with Customer’s recommended list of equipment to be installed.

Mount equipment.

Ground equipment and associated framework, per Lucent and/or Customer’s recommended grounding standards if necessary.

Insert and seat all modules into equipment shelves (if required).

Run and connect power cables to the assigned AC outlet or DC power source, per specification. AC outlet or DC power source should be within 10’ of unit.

Run and connect alarm cables per specification.

Run and connect/interconnect fiber, copper, and/or coaxial cables per specification.

Clean and inspect field-connected fiber, specifically:

Apply wet solvent to connector endface to dissolve and remove impurities.

Perform dry clean wipe to remove remaining impurities.

•

Use scope to inspect fiber for contaminants, chips, cracks and scratches. LWS or LWS^’ affiliates to provide required test equipment.

Power up equipment under normal power conditions and verify proper power-up.

Perform power-up diagnostics to include basic, standalone tests on the individual equipment unit, per manufacturer’s standard installation and test procedures. Customer to provide these tests procedures to LWS or LWS’ affiliate.

Upgrade unit software, and/or firmware, if necessary

Notify Customer of any troubles with Customer-provided equipment.

Remove from job site all tools and debris generated from the installation effort.

Provide Customer with job documentation, test records, and excess material (e.g., cables, fuses) (which will be left at the Customer site).

Verify proper completion of installation.

Issue Job Completion Notice to Customer.

Equipment installed, tested and ready for Customer handover (ready for the “Operation Phase” as defined in the Customer project plan)

Job specification and other job documentation as described by Customer (returned or left with end customer).

Excess Customer-ordered and owned material.

Job Completion Notice for Customer sign-off.

Complete all site preparation tasks, including those identified during the site survey and network project plan.

Site preparation tasks will include but are not limited to:

Provide appropriate AC or DC power (available within the installation area), lighting, structural analysis, and fire protection and environmental hazard protections for the installation site, as required by law and in accordance with equipment manufacturer’s specifications.

Provide grounding system suitable for the equipment.

Provide aisle, shelf and unit designations if required

Provide unobstructed access to sites, and systems required for the performance of this work. Including access to locked buildings, locked closets, and any other secured areas.

Provide installation instructions/documentation and assignments for Customer provided equipment.

Make available sufficient and secure floor space required for equipment staging, storage and installation.

Sign off on Installation Job Completion Notice.

The following items are customer responsibilities:

Provide all required bay frames, cabinets, and other support material.

Provide all required cable rack, fiber duct, lighting and common systems.

Provide all required connecting appliances (e.g., terminal blocks, DSX jack and panel, LGX panel, timing sources).

All required demarcation assignments.

Network configuration

Site material requirements and its pricing are not included in this SOW. Such requirements and pricing shall be established after completion of the site survey or receipt of customer-submitted site material data. The site materials and associated engineering and installation effort shall be quoted to Customer; and upon approval, Customer shall submit a separate Purchase Order for such site materials and associated services.

Modification to, or repair of, Customer-provided material is excluded from this SOW. New or used material provided by Customer shall be in such condition that it requires no repair and no adjustment or test effort in excess of that normal for new equipment.

Testing specifically excludes unequipped slots and spares.

Alarm connections included with installation of shelf however, alarm cabling is not included. Additional effort will be required for the alarm cabling if it is not existing.

Any additional work effort required, including site revisits, as a result of the site not being ready.

Should return site visits be required because of defective materials (DOA, wrong material ordered / shipped, incomplete / incorrect BOM, etc.), Lucent will be due additional trip charges as managed through the change management process.

The following items are excluded from this SOW:

Site acquisitions

Site building construction and modifications

AC/DC power to the site

DC power at the site

HVAC

Emergency power/generators, grounding

Permits/licenses

Spares

Product and services training

Jumpers

Testing of spares

Re-patching of end user patch cables

Removal and/or relocation of existing equipment

Price includes testing in accordance with Lucent’s, Customer’s, and/or third-party manufacturer’s published specifications and/or standard installation and test procedures, which is to confirm standalone functionality of the individual equipment unit. End-to-end, integration, interoperability, network or other types of testing are not included in this SOW.

Price includes allowance for normal travel and living for distances up to 65 miles between Lucent installation base location and customer job site. Additional travel and living expenses will be billed as follows

Unless otherwise specified, all far-end terminations, including but not limited to DSX, LGX, power, alarms and grounding, must be already run and terminated within reach of equipment, network termination extension should be considered out of scope and available at additional cost. AC power will be provided from an available outlet within reach of the equipment as verified during the site survey. DC A and B power feeds will be available and within reach (10 ft of unit).

Lucent shall provide protection for Customer’s equipment and buildings during the performance of the Services, in accordance with Lucent’s standard practices.

Price assumes that rack is existing (Rack can be provided or installed for additional fees)

All patch cables must be provided for and installed by the customer and alarm cable must be pre-wired to alarm points

All new cabling, other than that identified within section 3.1.2.3, will need to be contracted under a change request or a separate Work Order/Scope of Work.

Receive equipment configuration information from the Customer.

Attach a laptop computer to Local craft access port to load basic system configuration or pre-configured database(s) and operating parameters if required.

Load and verify IP Address and create new ADMIN level user

Verify and document the software load

Verify the unit is alarm free

Verify input voltage for proper value and polarity

Verify that all interconnections and connectivity are in place and functional so that a ping test can be performed.

Test connectivity and network interfaces by sending a ping (i.e. Internet Control Message Protocol (ICMP) packet) to a remote device over the WAN and Ethernet interfaces.

Coordinate with the Customer’s Network Operations (NOC) engineer to verify that the equipment is seen on the network and can be managed remotely using their network management system (NMS), and obtain release permission from the NOC engineer.

If needed load provided provisioning software into the equipment, per the engineering specification.

Document with serial and model numbers for all equipment tested.

Issue Job Completion notice to Customer.

Obtain Customer sign-off on job completion notice to confirm their acceptance of Lucent’s

completed Test and Turn-Up procedures.

Equipment that:

Is configured.

Is tested.

Recognizes local network interfaces.

Supports all fundamental capabilities for in- and out-of-band communications, SNMP communications, and remote access.

List of serial and model numbers of equipment tested.

NOC acceptance sign-off sheet.

Job Completion Notice for Customer sign-off.

Provide equipment configuration information (i.e., switch and/or router name, IP address, SNMP trap address, subnet mask, etc.).

Provide release permission from their NOC, verifying that the equipmet can be seen on the network.

Sign off on Job Completion Notice or provide written notice giving reasons for not doing so within five (5) business days from the date of Job Completion Notice, otherwise the Job Completion Notice is deemed signed.

Model Summary

Product

Family

Description/ Overeview

EtherReach 2000

•     2104

•     2104 e

•     2108

•     2108 e

•     2200

•     2300

EtherReach 3000

•     3300 m

•     3300 o

•     3300 e

EtherEdge 4000

EtherEdge

•     4000 NAR

•     4000 International

EtherDax 6000

EtherDax

•     6000

Coverage Period: The times of day and the days of the week during which Maintenance Services will be provided.

Assistance Request or AR: Customer’s request for Maintenance Services to be performed. An AR will be considered valid when Lucent acknowledges the request for assistance and confirms receipt by providing; either over the phone or by email, an AR tracking number also known as call number or ticket number. An AR may be initiated by Customer by telephone, email, or through the Lucent.com Web site (“Lucent.com”): http://www.lucent.com/support. Lucent.com or email should not be used to initiate an AR when urgent assistance is needed.

AP or APAC: Asia/Pacific

CALA: Central and Latin America specifically countries from Mexico through Central America and the Caribbean and including all of South America.

CARES: Lucent’s proprietary Assistance Request management system.

EMEA: Europe, Middle East and Africa

End-Customer: Users, resellers or distributors of ANDA products.

Fit: The suitability or readiness of a product for a particular application, including environmental extremes, marginal parameters, physical and signal compatibility with interfacing systems and surroundings, level of performance, safety margins, reliability, maintainability and ability to be installed.

FSL: Field Stocking Location

Form: The weight, density, chemical or product composition, size, shape, structure, appearance, protocol, pattern, composition, configuration and marking/identification of product and software.

Function: The set of features that the product has been designed for use, in accordance with its Specifications.

Holiday: A governmental and public holiday in the country where Lucent is providing service or in the country from which Lucent is providing service.

ICMC: International Customer Management Center

Knowledge Base: A collection of articles, which provide solutions, procedures, and information to customers, support agents and other parties interested in the information, made available. This information can be found using free form or guided searches.

Local Time: The time as measured in a location where Lucent is providing service.

NAR: North America Region, specifically Canada and the United States.

NBD: Next Business Day

Part Request or PR: Lucent has authorized a Part to be exchanged according to the terms of this Agreement. A Part Request record is created after an Assistance Request is created. Each Assistance Request may have more than one Part Request associated with it.

SD: Same Day

Standard Business Day: The hours of 9:00 AM to 5:00 PM on a working day at the location of the equipment.

Receive incoming phone and web requests for service. Each service request is screened for service level entitlement based on maintenance contracts, product warranty status, or other entitlement approvals as identified by Customer.

Call receipt support is provided on 7X24X365 global basis.

Log Customer’s AR in CARES.

Process requests for hardware in need of repair or replacement. Provides status on repair requests thru checking existing orders and providing an estimated time of completion.

Coordinate and dispatch on-site maintenance engineers, per entitlement from maintenance contract or as approved by Customer.

Log Customer’s AR and associated PR.

Upon receipt into Lucent’s regional warehouse, return defective part to Customer within twenty (20) calendar days in NAR and thirty (30) calendar days for other regions.

RESAE START

Existing FSL or Hub, existing stock, no

movement of stock required.

Existing FSL or Hub, new (existing model)

stock

Existing FSL or Hub, new (new model)

stock

Arrange for the delivery of a replacement FRU to a pre-agreed End-Customer shipping address. All replacement FRU(s) will be like-for-like with the defective FRU, except where Customer determines that a replacement FRU of a different type is fully compatible with

the form, fit, and function of the defective FRU being replaced.

Include pre-paid, return shipping instructions and address labels with FRU delivery to allow return of defective FRU to Lucent or directly to Customer.

Within NBD following the delivery of replacement of serialized spare part at an End Customer site, Lucent will notify Customer via email of the End-Customer’s name, location, and serial number of replacement spare. Customer email address for notification by LWS will be: “ ***@***

Based on Customer provided information, perform parts planning and material sourcing plans. Material planning will be based on the Parts Master File (PMF) and location of systems under contract or warranty coverage.

Inventory levels to support customer service level agreements will be determined by Lucent in coordination with Customer. Both parties agree to leverage existing inventory whenever possible to minimize inventory costs.

Arrange for internal stock movements and ordering of new material as necessary and recommend stock levels to Customer.

Provide monthly stock levels reports to Customer for ANDA material managed by Lucent.

Lucent will submit new spares material requests to Customer via Customer email address: ***@***. Next business day requests will be kept to a minimum and used in emergency situations only.

Store Customer owned material in Lucent’s central regional warehouses to supply Advanced Exchange, NBD services and replenishment stock for SD services. To support SD contracts and where applicable Lucent and Customer agree to use a local warehouse where available based on the country coverage table and existence of in-country FSL’s.

Maintain complete and accurate inventory records.

Perform an annual physical inventory and weekly cycle counting of all consigned spare parts inventory in compliance with TL9000 standard practice and inventory control procedures.

Track aging of defective return(s) over the ten (10) day period including follow-up with

End-Customer as necessary for overdue returns prior to handoff back to Customer, when Lucent OTS service was not provided, for potential End Customer billing of non-returned material. The information provided to Customer will include the following information: end customer name, address, contact, product part number of non-returned unit, and date replaced.

Return defective returns to Customer.

Customer shall return to Lucent a completed Parts Master File (PMF), in electronic format as provided by Lucent, for all FRU(s) to be covered under this Agreement prior to service commencement. Failure to provide information in a timely manner may result in reduced service level for the period during which the information is not available.

Customer shall supply spare parts to Lucent as per Material Planning reports that will be based on the PMF form supplied by Customer. Lucent must receive parts at least ten (10) calendar days prior to services commencement. Customer will be responsible for initial and Spares replenishment inventory freight charges. Failure by Customer to provide spare parts at least ten (10) calendar days prior to services commencement will relieve Lucent from all Service Level Requirements for the AE service until five (5) business days after the parts are received.

Support in order to keep Lucent kept spares stock up to date with latest revisions. Customer will adhere to replenish turn-around times as specified in the Parts Master File (PMF). Failure to adhere to turn around times means Lucent will not be held responsible for material stock out.

In case of a possible actual or upcoming out of stock condition(s) Customer will exert all reasonable efforts to supply the out-of-stock parts.

Customer shall communicate to end-users the following in relation to the transport of FRU(s) between End-Customer and Lucent:

When Lucent OTS service is NOT provided, Customer shall ensure that its End-Customers return the exact match of the reported defective FRU, along with completed RMA documentation, to the Lucent-authorized depot within ten (10) business days of receiving the replacement FRU

When Lucent OTS service is NOT provided, Customer shall ensure the use of adequate packing material to protect all returned FRUs against a reasonable risk of damage that would normally occur during shipping by common carrier.

NAR and ROW

Parts Shipment

In NAR: For SD contracts, End Customer’s location must be within 100 miles of the nearest Lucent Field Stocking Location (FSL).

In CALA, End Customer’s location must be within 50 kilometers of Sao Paolo and Rio de Janeiro Brazil, Cuidad de Mexico and Santiago, Chile

In EMEA, End Customer’s location must be within 150 kilometers of the Lucent Field Stocking Location (FSL).

Description

Coverage

SD: [*] response

NBD delivery

RMA/FRU Exchange for:

FRU defects that existed prior to the Term of this Agreement;

FRU defects or malfunctions caused by: (1) actions, including modifications, of non-Lucent personnel; (2) failure to follow the Customer’s installation, operation, or maintenance instructions; (3) failure of products not serviced by Lucent; (4) abuse, misuse, or negligent acts of non-Lucent personnel (5) the attachment of products not supported by Lucent or Customer unless Customer instructs LWS otherwise and LWS agrees.

Passive and mounting hardware including, but not limited to non-Customer cables, cable assemblies, cords, brackets, fans, fan assemblies, bezels, face plates, adapters, panels, or labels.

Consumables including, but not limited to, fuses, batteries, filters, or transformers.

Documentation or software in all media forms.

Re-installation of the FRU when received from Lucent

Lucent will commence providing the Services to identified Customers in NAR upon notification from Customer. Each notification will provide the name and address of the Customer to whom Lucent will provide the Services, period of time for which the Services will be provided, the model(s), serial number(s) and the types of service plan(s) selected by such Customer.

Lucent will plan training of field staff so that Select orders may be promptly implemented and Prime orders implemented within 3 business days.

Lucent will provide Customer with the estimated time of arrival of a Lucent Field Technician, generally within [*] of receipt of the call requesting OTS.

The Lucent Call Center will provide Customer a traceable event number for each field

technician dispatch.

Lucent will advise Customer by a mutually agreed upon method, or as End Customer may reasonably require of the following:

Technician on-site and offsite times

Serial number of FRUs

Serial number of unit(s) removed

Call close time

Any missed Response Time

Lucent will have available a dedicated person who will receive customer records and amendments and coordinate promptly with Customer.

Lucent will be responsible for the provision of all tools necessary to perform any and all Service under this Description of Services.

Lucent will provide monthly service activity reporting to Customer in a format mutually agreed to by both parties.

Where applicable, under the guidance of a Customer or Lucent remote engineer, as applicable, Lucent will troubleshoot hardware failure of supported products, replace the defective part and test bringing the customer configuration back into conformance with Customer Product specifications.

Lucent will respond to End-Customer with the estimated time of arrival of a Lucent Field Technician generally within thirty (30) minutes of receipt of the call requesting OTS.

The Lucent Call Center will provide End-Customer a traceable event number for each field technician dispatch.

Lucent will advise End-Customer by a mutually agreed upon method, or as End-Customer may reasonably require of the following:

Technician on-site and offsite times

Serial number of FRUs

Serial number of unit(s) removed

Call close time

Any missed Response Time

Lucent will receive customer records and amendments and coordinate promptly with

End-Customer.

Lucent will be responsible for the provision of all tools necessary to perform any and all Service under this Description of Services.

Lucent will provide monthly service activity reporting to Customer in a format mutually agreed to by both parties.

Where applicable, under the guidance of a Customer or Lucent Remote Engineer, as applicable, Lucent will troubleshoot hardware failure of supported products, replace the defective part and test bringing the customer configuration back into conformance with ANDA Product specifications.

Return to Lucent a completed End-Customer Service Contract record, in electronic format as provided by Lucent, for all Maintained Products to be covered under this service prior to service commencement. Failure to provide information in a timely manner may result in reduced service level for the period during which the information is not available. Customer will use reasonable efforts to supply the required information in advance but cannot guarantee timeframes.

In NAR only, provide the Site Access instructions at the time the AR is created.

Same Day 24X7X4 Service Level

Next Business Day Service Level

In NAR: Customer’s location must be within 100 miles of the nearest Lucent Service Center.

In CALA, Customer’s location must be within 50 kilometers of Sao Paolo and Rio de Janeiro Brazil, Cuidad de Mexico and Santiago, Chile

In EMEA, Customer’s location must be within 75 kilometers of the Lucent Service Center.

In AP, Customer’s location must be within 50 kilometers of the Lucent office in major cities.

Description

Coverage

Same Day [*] response                                     

Next Business Day

Exchange

Warranty

Performed tasks that result from a failure on the part of a non-Lucent or non-Customer Technical Support Provider.

Performed tasks related to network or service problems that are not directly the result of the malfunction of the Maintained Products.

For Maintained Products defects or malfunctions that existed prior to the Term of this Agreement.

For Maintained Products defects or malfunctions caused by:

failure to follow the Customer’s installation, operation, or maintenance instructions;

failure of products not serviced by Lucent or Customer; and

abuse, misuse, or negligent acts of non-Lucent or non-Customer personnel;

For Maintained Products defects or malfunctions caused by:

modifications made by non-Lucent or non-Customer personnel; and

the attachment of products not supported by Lucent;

Sites not pre-registered with Lucent

Waiting time associated with unavailability of site access.

Installation or service provisioning activities.

Performance of services connected with relocation of the Maintained Products.

Performance of preventive maintenance for the Maintained Products.

Integration services, custom modifications, installation of Software Updates or Software Patches.

Supplying of Field Replaceable Units or other Maintained Product parts or chassis.

Supplying of consumables, cabling, connectors or installation materials other than those items confirmed in writing as being supplied by Lucent as part of the corrective maintenance activities.

Supplying of any test equipment other than those items confirmed in writing as being supplied by Lucent as part of the corrective maintenance activities.

At the request of Customer, and at Lucent’s option, Lucent may perform service for the excluded conditions listed above, at mutually agreed upon fees.

Customer agrees to make available, free of charge, CD-ROM based or Internet based trainings to prepare Installation and Field Technicians to support the Customer product line. The Customer supplied training CD-ROM tools will be as follows: Chassis and Subsystems training CD which contains learning specifics on installation, site selection, theory of operation, chassis backplanes, environmental considerations, probable causes and possible solutions to fault conditions as well as features and benefits that distinguish Customer hardware from that of other vendors.

Lucent will pay for the associated travel and living costs for its own technicians to attend the various trainings.

Customer will provide product update training, if required and as determined by Customer, to a reasonable number of support technicians in each country within an agreed to amount of time of having deploying a new product release with major new features (not software patches). The format of this training will be mutually agreed by the parties. When applicable, for each relevant country, Customer will provide maintenance

training by a Customer subject matter expert. Training will include demonstrations of procedures on functional systems and the interaction with Customer Remote Technical Support. Customer will provide Lucent with free training. Training-related content and material will be provided prior to the start of training where feasible. The format and schedules for the training will be mutually agreed to by the parties.

Customer will not charge Lucent for the travel and living costs of the trainer provided by Customer.

Customer will provide access to electronic copies of all current customer documentation plus any older release documentation for systems currently in use by customers.

Customer will provide Lucent access to ANDA Networks customer support experts.

Customer shall provide Lucent access to ANDA Networks customer support website at http://www.andanetworks.com/support.

Lucent reserves the right to determine which personnel to assign to perform Services. Lucent personnel shall at all times be subject to the employment conditions of Lucent and not those of Customer. If Lucent personnel are present on Customer’s premises, those Lucent personnel shall respect Customer’s on-site conditions.

Lucent may use proprietary tools and software for providing this service. The stated price does not include the sale, licensing or transfer of such tools to Customer.

All work will be performed during normal business hours—8 AM to 5 PM, local time, Monday through Friday, excluding Lucent holidays—unless different working hours/schedule have been specified elsewhere in the SOW. Off hours work will result in a 25% increase in installation price or as defined elsewhere as part of this agreement.

In the event of an award by Customer within the 60 day proposal validity period, the pricing set forth herein in this sub-section shall be valid for three (3) years; however, Lucent reserves the right to review this pricing annually by providing Customer with 30 days written notice prior to the anniversary date of the Effective Date of the governing Agreement. Any change in price shall be mutually agreed upon by the parties and, in the event that no agreement is made regarding any pricing changes, then both parties mutually agree that the Agreement shall be terminated for convenience and performance under this SOW shall be discontinued immediately.

All prices are in $US, unless stated otherwise.

The pricing for the services under this SOW is based upon the configurations and quantities provided and specified within this SOW. Lucent reserves the right to re-quote prices for the services under this SOW if the customer requests any changes to the configurations or quantities.

Lucent’s pricing, as listed herein, is subject to change if the services are provided in support of a governmental contract or are otherwise subject to a Prevailing Wage Law. The term “Prevailing Wage Law” means the federal Davis-Bacon Act (Title 40 U.S. Code, chapter 3, Section 276(a)) or any similar federal, state or local law or regulation requiring that workers under certain contracts be paid the prevailing local wage for the classification of work in question. The Customer further agrees that, if a Prevailing Wage Law is applicable, an adjustment to the pricing shall be made in proportion to the increased amounts Lucent is required to pay as a result of application of the Prevailing Wage Law. Customer agrees to execute Change Orders at Lucent’s request to memorialize such pricing adjustment