þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) |
06-1594540 (I.R.S. Employer Identification No.) |
750 Route 202 South, Suite 600 Bridgewater, New Jersey (Address of principal executive offices) |
08807 (Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Class | Outstanding at April 30, 2009 | |
Common stock, $0.0001 par value | 30,884,019 shares |
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EX-10.11(A) | ||||||||
EX-10.11(B) | ||||||||
EX-31.3 | ||||||||
EX-31.4 |
1
Exhibit No. | Description | |
3.2*
|
Restated Certificate of Incorporation of the Company | |
3.4*
|
Amended and Restated Bylaws of the Company | |
4.2*
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Form of Companys Common Stock certificate | |
10.11(a)
|
Amendment dated as of January 1, 2009 to the Cingular Master Services Agreement | |
10.11(b)
|
AT&T Order Management Center Contract dated as of January 1, 2009 between AT&T Services, Inc. and the Company | |
31.1**
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2**
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.3
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.4
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1**
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2**
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Incorporated herein by reference to the exhibit of the same number in the Companys Registration Statement on Form S-1 (Commission File No. 333-132080). | |
** | Filed May 8, 2009 |
| Confidential treatment has been requested for portions of this document. The omitted portions of this document have been filed with the Securities and Exchange Commission. |
2
Synchronoss Technologies, Inc. |
||||
/s/ Stephen G. Waldis | ||||
Stephen G. Waldis | ||||
Chairman of the Board of Directors, President and Chief Executive Officer | ||||
/s/ Lawrence R. Irving | ||||
Lawrence R. Irving | ||||
Executive Vice President, Chief Financial Officer and Treasurer | ||||
3
a. | When appropriate, Supplier shall have reasonable access to AT&Ts premises during normal business hours, and at such other times as may be agreed upon by the Parties to enable Supplier to perform its obligations under this Agreement. Supplier shall coordinate such access with AT&Ts designated representative prior to visiting such premises. Supplier will ensure that only persons employed by Supplier or subcontracted by Supplier will be allowed to enter AT&Ts premises. If AT&T requests Supplier or its subcontractor to discontinue furnishing any person provided by Supplier or its subcontractor from performing Work on AT&Ts premises, Supplier shall immediately comply with such request. Such person shall leave AT&Ts premises immediately and Supplier shall not furnish such person again to perform Work on AT&Ts premises without AT&Ts written consent. The Parties agree that, where required by governmental regulations, Supplier will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state or local authorities. | |
b. | AT&T may require Supplier or its representatives, including employees and subcontractors, to exhibit identification credentials, which AT&T may issue to gain access to AT&Ts premises for the performance of Services. If, for any reason, any Supplier representative is no longer performing such Services, Supplier shall immediately inform AT&T. Notification shall be followed by the prompt delivery to AT&T of the identification credentials, if issued by AT&T, or a written statement of the reasons why the identification credentials cannot be returned. Supplier agrees to comply with AT&Ts corporate policy requiring Supplier or its representatives, including employees and subcontractors, to exhibit their company photo identification in addition to the AT&T issued photo identification when on AT&Ts premises. | |
c. | Supplier shall ensure that its representatives, including employees and subcontractors, while on or off AT&Ts premises, will perform Work which (i) conform to the Specifications, (ii) protect AT&Ts Material, buildings and structures, (iii) does not interfere with AT&Ts business operations, and (iv) perform such Services with care and due regard for the safety, convenience and protection of AT&T, its employees, and property and in full conformance with the policies specified in the AT&T Code of Business Conduct, which prohibits the possession of a weapon or an implement which can be used as a weapon (a copy of the AT&T Code of Business Conduct is available upon request). |
d. | Supplier shall ensure that all persons furnished by Supplier work harmoniously with all others when on AT&Ts premises. |
a. | Supplier, with respect to the following requirements in this Section (collectively, Background Checks) and subject to any laws, rules or regulations which may limit any Supplier action otherwise required by this section, (1) shall make all reasonable efforts, including checking the background, verifying the personal information and conducting a Drug Screen (only to those individuals who will have physical access to AT&Ts or its customers premises) to determine and verify all information necessary to represent and warrant to AT&T that no Supplier employee, contractor or subcontractor and no employee or agent of any Supplier contractor or subcontractor (Supplier Person) who Supplier proposes to perform any Service that permits physical, virtual or other access to AT&T s or its customers premises, systems, networks, or Information (Access) at any time during the Term, (a) has presented a positive Drug Screen to those individuals who will have physical access to AT&Ts or its customers premises, (b) has been convicted of (i) any felony, (ii) any misdemeanor involving violence, sexually related criminal conduct, theft or computer crimes, fraud or financial crimes, or crimes involving unlawful possession or use of a dangerous weapon, or (c) is identified on any government registry as a sex offender; and (2) Supplier shall not permit any such Person presenting a positive Drug Screen, so convicted, or so identified to perform any Service that permits such Access during the Term. |
b. | Supplier represents and warrants to AT&T that no Supplier Person has (i) falsified any of his or her Identification Credentials, or (ii) failed to disclose any material information in the hiring process relevant to the performance of any Service. Supplier shall not permit any Supplier Person who has falsified such Identification Credentials or failed to disclose such information to perform any Service that permits Access. |
c. | The following definitions apply: |
1. | Identification Credentials includes, with respect to each Supplier Person, his or her Social Security number, drivers license, educational credentials, employment history, home address, and citizenship indicia. | ||
2. | Drug Screen means the testing for the use of illicit drugs (including opiates, cocaine, cannabinoids, amphetamines, and phencyclidine (PCP)) of any Supplier Person who (i) has unsupervised (or badged) physical access to AT&Ts or its customers premises, or (ii) has regular or recurring supervised physical access to AT&Ts or its customers premises for more than thirty (30) days in the aggregate annually. |
d. | The failure of Supplier to comply with the requirements of this Section, and/or if any Person who fails such Background Check or who has falsified Identification Credentials does perform any Service that permits such Access, shall each be considered a material breach of this Agreement; provided, however, such breach shall not entitle AT&T to terminate this Agreement unless Supplier does not take action to remedy such failure within *** of written notice to Supplier of such failure. Notwithstanding any of the foregoing, exceptions for individual Supplier Persons may be granted by AT&T on a case-by-case basis. |
a. | For the purposes of this Section, Customer Information includes, but is not limited to, customer name, address, e-mail address, and/or phone number (listed or unlisted); personal information concerning a customer, including birth date, social security number, drivers license, credit card information, bank account, account number or personal identification numbers; information concerning a customers calling patterns, call details, records of incoming or outgoing calls, or minutes of use or other use of AT&Ts services; information related to payments, credit status, and transactions with AT&T; demographic information; or aggregate customer data including aggregate data with individual identifying information deleted; and customer proprietary network information (CPNI) (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C.222, as amended (Section 222), which includes information available to AT&T by virtue of AT&Ts relationship with its customers as a provider of telecommunications service and may include: the quantity, technical configuration, location, type, destination, amount of use of telecommunications service subscribed to, and information contained on the telephone bills of AT&Ts customers pertaining to telephone exchange service or telephone toll service received by a customer of AT&T. Except as provided herein, as between Supplier and AT&T, title to all Customer Information shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer Information are granted to Supplier hereunder. |
b. | Supplier acknowledges that Customer Information received may be subject to certain privacy laws and regulations and requirements, including requirements of AT&T. Supplier shall consider Customer Information to be private, sensitive and confidential. Accordingly, with respect to Customer Information, Supplier shall comply with all applicable privacy laws and regulations and requirements, including, but not limited to, the CPNI restrictions contained in Section 222. Accordingly, Supplier shall: |
a. | not use any CPNI to market or otherwise sell products to AT&Ts customers, except to the extent necessary for the performance of Services for AT&T or as otherwise approved or authorized by AT&T in this Agreement or in writing; | ||
b. | make no disclosure of Customer Information to any party other than AT&T, except to the extent necessary for the performance of Services for AT&T or except such disclosure required under force of law; provided that Supplier shall provide AT&T with notice immediately upon receipt of any legal request or demand by a judicial, regulatory or other authority or third party to disclose or produce Customer Information; Supplier shall furnish only that portion of the Customer Information that is legally required to furnish and shall provide reasonable cooperation to AT&T (at AT&Ts cost) should AT&T exercise efforts to obtain a protective order or other confidential treatment with respect to such Customer Information; | ||
c. | not incorporate any Customer Information into any database other than in a database maintained exclusively for the storage of AT&Ts Customer Information; | ||
d. | not incorporate any data from any of Suppliers other customers, including Affiliates of AT&T, into AT&Ts customer database; | ||
e. | make no use whatsoever of any Customer Information for any purpose except to comply with the terms of this Agreement; | ||
f. | make no sale, license or lease of Customer Information to any other party; | ||
g. | restrict access to Customer Information to only those employees of Supplier that require access in order to perform Services under this Agreement; | ||
h. | prohibit and restrict access or use of Customer Information by any of Suppliers other customers, Suppliers Affiliates, or third parties except as may be agreed otherwise by AT&T; | ||
i. | promptly return all Customer Information to AT&T upon expiration, Termination or Cancellation of this Agreement or applicable schedule or Order, unless expressly agreed or instructed otherwise by AT&T; and |
j. | immediately notify AT&T upon Suppliers awareness of (i) any breach of the above-referenced provisions, (ii) any disclosure (inadvertent or otherwise) of Customer Information to any third party not expressly permitted herein to receive or have access to such Customer Information, or (iii) a breach of, or other security incident involving, Suppliers systems or network that could cause or permit access to Customer Information, or (iii) a breach of, or other security incident involving, Suppliers systems or network that could cause or permit access to Customer |
Information inconsistent with the above-referenced provisions, and such notice shall include the details of the breach, disclosure or security incident. Supplier shall fully cooperate with AT&T in determining, as may be necessary or appropriate, actions that need to be taken including, but not limited to, the full scope of the breach, disclosure or security incident, corrective steps to be taken by Supplier, the nature and content of any customer notifications, law enforcement involvement, or news/press/media contact etc., and Supplier shall not communicate directly with any AT&T customer relating to such breach without AT&Ts consent, which such consent shall not be unreasonably withheld. |
a. | In addition to its obligations under the Section entitled Warranty, Supplier represents and warrants that: |
1. | all processes utilized to produce Material and provide Services are controlled and adequate to Deliver consistent with Specifications and this Agreement; | ||
2. | Supplier has evaluated the process controls of its subcontractors and vendors and has determined that they are adequate to Deliver Materials and Services consistent with Specifications and this Agreement; and | ||
3. | all Material and Services are subjected to the above-mentioned process controls. |
b. | Throughout the term of this Agreement, Supplier shall periodically evaluate process controls to verify whether each is still adequate to Deliver Material and Services consistent with Specifications and this Agreement. AT&T reserves the right to request a review of such process controls throughout the term of this Agreement. | |
c. | If Supplier or AT&T, at any time during the term of this Agreement, determines that the process controls are insufficient to meet the obligations herein, then at no additional charge to AT&T, Supplier shall |
i. | a schedule for achieving an adequate Quality Process; and |
Confidential Treatment Requested |
ii. | the actions that will achieve and remedy such insufficiencies. |
d. | If requested by AT&T Supplier shall: |
e. | Nothing contained in this Clause, Quality Assurance, will diminish Suppliers obligation to Deliver Material and perform Services in conformance to Suppliers obligations in this Agreement. |
a. | Collecting and verifying certificates of insurance; | ||
b. | Providing financial analysis; | ||
c. | Verifying certifications under the Section entitled Utilization of Minority, Women, and Disabled Veteran Owned Business Enterprises; and | ||
d. | Collecting and verifying Supplier profile information. |
a. | At the request of AT&T, the Parties shall exchange Orders, payments, acknowledgements, invoices, remittance notices, and other records (Data) electronically, in place of tangible documents. In such case, the parties will mutually agree how they shall exchange Data whether by direct electronic or computer systems communication between AT&T and Supplier, or indirectly through third party service providers with which either Party may contract or a single AT&T-designated third party service provider with which each Party shall contract independently (Provider), to translate, forward and/or store such Data. If the Parties exchange Data directly, they agree to exchange it in accordance with the Telecommunications Industry Forum EDI Guidelines for use of American National Standards Institute (ANSI) Accredited Standards Committee X12 transaction sets or a mutually agreeable proprietary format or another standard such as Extensible Markup Language (XML). |
b. | The following additional conditions apply to any such exchanges: |
1. | Garbled Transmissions: If any Data is received in an unintelligible, electronically unreadable, or garbled form, the receiving Party shall promptly notify the originating Party (if identifiable from the received Data) in a reasonable manner. In the absence of such notice, the originating Partys record of the contents of such Data shall control. | ||
2. | Signatures: If EDI is used, each Party will incorporate into each EDI transmission an electronic identification consisting of symbol(s) or code(s) (Signature). Each Party agrees that any predetermined Signature of such Party included in or affixed to any EDI transmission shall be sufficient to verify such Party originated, signed and executed such transmission. No Party shall disclose to any unauthorized person the Signatures of the Parties hereto. | ||
3. | Statute of Frauds: The Parties expressly agree that all Data transmitted pursuant to this Section shall be deemed to be a writing or in writing for purposes of Section 2-201 of the Uniform Commercial Code (UCC) or any other applicable law requiring that certain agreements be in writing and signed by the party to be bound thereby. Any such Data containing or having affixed to it a Signature shall be deemed for all purposes: (i) to have been signed and executed; and (ii) to constitute an original when printed from electronic files or records established and maintained in the normal course of business. | ||
4. | Method of Exchange: Each Party shall be responsible for its own cost(s) to provide and maintain the equipment, software and services necessary to effectively and reliably transmit and receive Data, and the associated charge(s) of any Provider with which it contracts. Supplier shall be solely responsible for the cost of storing its information or Data on a Providers computer network, which may be retrieved by AT&T at no additional charge to AT&T by Supplier. Either Party may change a Provider upon thirty (30) days prior written notice to the other Party, except that if a single Provider for both Parties has been designated |
by AT&T, then AT&T may change the Provider upon thirty (30) days prior written notice to Supplier. | |||
5. | Warranty of Data Integrity: Supplier represents and warrants that any of Data and/or information created by Supplier which is either transmitted to AT&T by Supplier or stored by Supplier on a Providers network for access by AT&T a) do not contain any Harmful Code (Harmful Code means computer viruses, worms, trap doors, time bombs, undocumented passwords, disabling code (which renders Material unusable until a patch or new password is provided), or any similar mechanism or device. Notwithstanding the above, enabling keys which are provided by Supplier to ensure conformance to product licensing restrictions shall be permitted, however, these enabling keys may not interfere with the proper use of the Material at any time after initial installation.) or vulnerability, and b) do not infringe or violate any third partys copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; provided, however, AT&T uses such Data and/or information for its internal use and does not distribute such Data and/or information. Supplier further represents and warrants that all product and pricing information provided in its catalogues either stored on a Providers network or transmitted to AT&T by Supplier is current, accurate and complete. In the event more favorable prices or terms appear in Data transmitted to AT&T by Supplier than appear in Suppliers current catalogue and such price or terms is for the identical product or service, AT&T will be entitled to the more favorable prices or terms contained in the Data. |
a. | If the performance of the Services provided hereunder requires Suppliers entry upon property owned or controlled by AT&T, Supplier is hereby notified that AT&T-owned buildings constructed prior to 1981 may contain asbestos containing materials (ACM) and/or presumed asbestos containing materials (PACM) and may also contain both natural and artificial conditions and activities involving risk of harm. AT&T has not inspected such property for the purposes of this Agreement and has not taken any efforts to discover or make safe dangerous conditions or activities for the purpose of Suppliers performance of Services. |
b. | Supplier shall be responsible for inspecting the Services site for unsafe conditions and taking the necessary safety precautions for protection of Supplier, its employees, and agents and ensuring a safe place for performance of the Services. As a material condition of this Agreement, Supplier, for itself and its employees and agents, assumes all risk of dangers associated with access to the property by its employees, including any potential asbestos exposure, and responsibility for OSHA notice requirements including: |
1. | contacting the appropriate AT&T Project manager responsible for the property to determine the presence, location and quantity of ACM/PACM that Suppliers employees may reasonably be expected to work in or be adjacent to; | ||
2. | informing Suppliers employees of the presence, location and quantity of ACM/PACM present in the property that Suppliers employees may reasonably be expected to work in or be adjacent to and the precautions to be taken to ensure that airborne ACM/PACM is confined to the identified ACM/PACM area; and | ||
3. | informing the appropriate AT&T Project manager and other employers of employees at the property, of the presence, location and quantity of any newly discovered ACM/PACM identified by Supplier promptly and shall use commercial reasonable efforts to inform such manager within twenty-four (24) hours of discovery. |
c. | Supplier hereby releases AT&T from any and all claims or causes of action in connection with the responsibilities hereby assumed by Supplier, and agrees to indemnify, hold harmless and defend, AT&T, its Affiliates and their agents and employees against any Loss arising from any claim by Supplier or its employees therefrom in accordance with the Section entitled Indemnity. |
a. | Within thirty (30) days of the effective date of this Amendment, Supplier shall deposit the Source Materials (as defined below) and any other Information necessary to enable AT&T and its representatives to maintain, modify, and/or customize the Software, including documentation, into the escrow account pursuant to an escrow agreement substantially in the form of Appendix N, Escrow Agreement, with an escrow agent (the Escrow Agent) reasonably satisfactory to AT&T. Synchronoss warrants that, AT&T will at Synchronoss sole expense become an escrow beneficiary under the Escrow Agreement within 30 days of the effective date of this Amendment. | |
Synchronoss represents and warrants it will continue to make timely deposits of Source Materials, as new software releases/enhancements are made available to AT&T, but in no event less than annually. | ||
b. | Source Materials includes the source code for the ASP Solution, together with supporting documentation, training materials, database schema, flow charts, test cases and test data sets (to the extent such items exist as of the Effective Date or are created by STI after the Effective Date) and other materials intended for use in the design, compiling, building, debugging and testing of the source code (to the extent such items are available as of the Effective Date or are created by STI after the Effective Date); the specifications(s) of all release and any patch levels received by STI for third party products, operating systems and tools used to design, build and test the ASP Solution (to the extent such items exist as of the Effective Date or are created by STI after the Effective Date). | |
The Source Materials will be considered Synchronoss Confidential Information and AT&T agrees that the confidentiality obligations of the Agreement shall apply to the Source Materials except as otherwise set forth herein. | ||
c. | Access to ASP Solution. Upon the occurrence of a Release Condition Supplier shall provide reasonable access to the existing *** to allow AT&T to ***. Access shall be provided ***. *** |
a. | This Agreement will continue in effect for a term from the Effective Date until December 31, 2013, unless it is Cancelled or Terminated before that date. The Parties may extend the term of this Agreement beyond that date by mutual written agreement. | ||
b. | Any Order in effect on the date when this Agreement expires or is Terminated or Cancelled will continue in effect until such Order either (i) expires by its own terms of (ii) is separately Terminated or Cancelled, prior to its own expiration, as provided in this Agreement. The terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement were still in effect. |
Synchronoss Technologies, Inc.
|
AT&T Services, Inc. | ||
By:
/s/ Stephen G.
Waldis
|
By: /s/ Oliver Truman | ||
Printed Name: Stephen G. Waldis | Printed Name: Oliver Truman | ||
Title: President/CEO | Title: Director, Contract/Sourcing Operations | ||
Date:1-12-09
|
Date: Dec 19, 2008 |
I. | Background | |
I have been engaged by Supplier to provide services to AT&T Company. I may be hired by Supplier as a full or part-time employee, a temporary worker, or as an independent contractor | ||
II. | Information. I agree and understand that the term Information means any technical, customer or business information in written, graphical, oral or other tangible or intangible forms, including but not limited to, specifications, records, data, computer programs, tax returns, tax workpapers, drawings, models and secrets which AT&T Company may have in its possession or be legally obligated to keep confidential. I understand that during the course of my work at AT&T Company, I may have access to Information that belongs to AT&T Company, its customers or other parties, or may be subject to privacy laws and laws regarding secrecy of communications, and that unauthorized disclosure of such Information may be harmful or prejudicial to the interests of AT&T Company. I agree not to disclose, copy, publish, or any way use, directly or indirectly, such Information for my purposes or the purposes of others, unless such disclosure or use is expressly authorized in writing by AT&T Company. I agree to keep such Information in a secure environment to prevent the inadvertent disclosure of such Information to others. I acknowledge and agree that all such Information remains the exclusive property of AT&T Company and I agree not to remove such Information from AT&T Companys possession or premises by physical removal or electronic transmission unless I have written authorization from AT&T Company to do so. | |
III. | Innovations | |
1. | I understand that during and incident to my work at AT&T Company, I may create inventions, discoveries, improvements, computer or other apparatus programs, and related documentation and other works of authorship (Innovations), whether or not patentable, copyrightable, or subject to other forms of legal protection. To the extent that AT&T Company owns such Innovations under its agreement(s) with Supplier, I assign to AT&T Company all of my rights, title and interest (including rights in copyright) in and to all Innovations I make, create or develop, either solely or jointly with others, during my work at AT&T Company. I agree that the above assignment is binding upon my estate, administrators, or other legal representatives or assigns. | |
2. | I agree to promptly notify AT&T Company of all such Innovations. Whenever requested by AT&T Company, I shall promptly execute, without additional compensation, any and all instruments which AT&T Company may deem reasonably necessary to assign and convey to AT&T Company all of my rights, title and interest in and to all such Innovations to the extent that AT&T Company owns such Innovations under its agreement(s) with Supplier. In addition, I agree to assist AT&T Company in preparing copyright or patent applications and to execute such applications and all documents reasonably required to obtain copyrights or patents for such Innovation, all at AT&T Companys expense including compensation to me at the rates specified in the agreement named below. I agree that my obligation to execute such instruments shall continue after the expiration of my work with AT&T Company. | |
3. | THIS AGREEMENT DOES NOT APPLY TO ANY INNOVATION MADE IN THE STATE OF KANSAS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF AT&T COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELEY ON MY OWN TIME, UNLESS THE INNOVATION IS OWNED BY AT&T UNDER ITS AGREEMENT(S) WITH SUPPLIER AND (1) THE INNOVATION RELATES TO THE BUSINESS OF THE AT&T COMPANY OR THE AT&T COMPANYS ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OR (2) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY ME FOR AT&T COMPANY. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION MADE IN CALIFORNIA WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870. Section III, Paragraphs 1 and 2 do not apply to any Innovation which, under the provisions in the Agreement named below, is to be other than the sole and exclusive property of AT&T Company; the title provisions of said agreement apply to any such above Innovation. | |
IV. | Administrative Terms |
1. | This Agreement shall be effective as of the date executed below, and shall remain in effect notwithstanding my termination of employment with Supplier or termination of my work at AT&T Company. | ||
2. | In the event that any provision of this Agreement is held to be invalid or unenforceable, then such invalid or enforceable provisions shall be severed, and the remaining provisions shall remain in full force and effect to the fullest extent permitted by law. |
By: |
Date: |
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Print Name: |
Social Security
Number: |
|
Address: | ||
Agreement No. between Supplier and AT&T:
Effective Date:
|
1. | Supplier agrees to keep Source Materials, current copies of the source code and other materials for the Supplier Software (Deposit Materials) described in Attachment 1, attached hereto and made a part hereof, (herein referred to as the Software) in escrow with Escrow Agent during the term of the Agreement, or any extensions to the Agreement. | |
2. | AT&T and Supplier shall share equally all costs of providing and maintaining the Deposit Materials in escrow, including the fees of Escrow Agent. The copy of the Deposit Materials provided to AT&T placed in escrow shall be reproduced and maintained on magnetic tape compatible with workstations and the systems on which the Software will operate and shall be accompanied by full documentation therefore. When a new release or substantial change to the current release of the Software is issued by or on behalf of Supplier during the term of the Escrow Agreement, the revised Deposit Materials, including the change, shall be delivered to the Escrow Agent as soon as practicable after the change is effected by or on behalf of Supplier. Copies of the revised Deposit Materials and the Deposit Materials prior to the then latest revision, shall be maintained in escrow as provided herein. | |
3. | Escrow Agent shall release the Deposit Materials to AT&T under the following conditions (a Release Condition): |
a. | *** | ||
b. | *** |
(i) | To a full description of the Release Condition; and | ||
(ii) | That the Deposit Materials shall continue to be the sole property of Supplier and shall be subject to the confidentiality provisions of the Agreement; and | ||
(iii) | That the Deposit Materials shall be used solely for ***; and | ||
(iv) | That a copy of the Request for Release and said Affidavit have been provided to Supplier. |
4. | Escrow Agent shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this Escrow Agreement. | |
Provided Escrow Agent has acted in the manner stated in the preceding sentence, the Party on whose behalf, or pursuant to whose direction Escrow Agent acts, shall indemnify, defend and hold harmless Escrow Agent from any and all claims, actions, damages, arbitration fees and expenses, costs, attorneys fees and other liabilities incurred by Escrow Agent relating in any way to this Escrow Agreement. Absent any such direction, Supplier and AT&T shall jointly and severally indemnify and hold harmless Escrow Agent from any and all claims, actions, damages, arbitration fees and expenses, costs, attorneys fees and other liabilities incurred by Escrow Agent relating in any way to this Escrow Agreement, except for any liability, costs or expenses that may be sustained or incurred by the gross negligence or willful misconduct on the part of Escrow Agent, its employees or agents. |
5. | Any dispute relating to or arising from this Escrow Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the Party or, if unrepresented, to the Party at the last known business address. | |
6. | In the event of the nonpayment of fees owed to Escrow Agent, Escrow Agent shall provide written notice of delinquency to the parties to this Agreement affected by such delinquency. Any such Party shall have the right to make the payment to Escrow Agent to cure the default. If the past due payment is not received in full by Escrow Agent within *** of the date of such notice, then at any time thereafter Escrow Agent shall have the right to terminate this Agreement to the extent it relates to the delinquent Party by sending written notice of termination to such affected parties. Escrow Agent shall have no obligation to take any action under this Agreement so long as any payment due to Escrow Agent remains unpaid. | |
7. | Upon termination of this Escrow Agreement by joint instruction of Supplier and AT&T, Escrow Agent shall destroy, return, or otherwise deliver the Deposit Materials in accordance with such instructions. Upon termination for nonpayment, Escrow Agent may, at its sole discretion, destroy the Deposit Materials or return them to Supplier. Escrow Agent shall have no obligation to return or destroy the Deposit Materials if the Deposit Materials are subject to another escrow agreement with Escrow Agent. | |
8. | All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the address specified in the Notices Section of the Agreement. It shall be the responsibility of the parties to notify each other as provided in this Section in the even of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless other wise provided in this Agreement, all documents and communications may be delivered by First Class mail. | |
9. | In the event that the a Release Condition exists under Subsection 3(a), AT&T shall have *** from the date of such Release Condition to provide a Request for Release (under Section 3) to the Escrow Agent. If AT&T fails to provide a Request for Release to the Escrow Agent within such ***, AT&Ts right to provide a Request for Release shall be waived unless and until Supplier fails to meet the Source Code Release SLA in any *** during the *** immediately following the Release Condition (such *** period, the ***) and thereafter shall be waived unless and until the Release Condition set forth under Section 3(a) exists again. For example, if in the *** after a Release Condition Supplier fails to meet the Source Code Release SLA, AT&T may provide a Request for Release to the Escrow Agent for the remainder of the ***. | |
10. | In the event the Deposit Materials are released to AT&T under Section 3(b)of this Agreement, Supplier shall, without any additional action being required of either party hereunder, grant to AT&T for the benefit of AT&T and/or its Affiliates for any remaining term under an existing |
Order, Change Order, or SOW, the right to use the Deposit Materials consistent with Suppliers contractual obligations under the OMC Contract at no charge to AT&T and, to create modifications, enhancements and/or customizations per the terms of the Agreement and subordinate Orders, Change Orders or SOWs and Supplier shall have no further Services obligations under the OMC Contract***. | ||
11. | In the event the Deposit Materials are released to AT&T under Section 3(a) of this Agreement, Supplier shall, without any additional action being required of either party hereunder, grant to AT&T for the benefit of AT&T and/or its Affiliates for any remaining term under the OMC Contract the right to use the Deposit Materials consistent with Suppliers contractual obligations and, to create modifications, enhancements and/or customizations per the terms of the Agreement and the OMC Contract, and AT&T shall pay the following: |
a. | AT&T shall pay ***, calculated in accordance with Section 9.1 of the OMC Contract until such time (if any) as AT&T process the first Transaction through AT&Ts or a AT&T-designated third partys hosted environment based on the Deposit Materials (the First Transaction). Upon the First Transaction, Supplier shall have no further obligations under the OMC Contract. | ||
b. | After the First Transaction, AT&T shall pay the *** for each month remaining during the initial three year Term of the OMC Contract equal to *** (*** in the OMC Contract). ***. |
12. | In addition to the provisions of Section 10 or 11 above, in the event that such Deposit Materials are released to AT&T under Section 3 of this Agreement, (i) if AT&T notifies Synchronoss that it no longer wishes for Synchronoss to provide the *** OMC Contract, then AT&T shall no longer be obligated to pay the ***, (ii)AT&T will only be obligated to pay STI for the *** |
Synchronoss Technologies, Inc.
|
AT&T Services, Inc. | |||||||||
By:
|
By: | |||||||||
Print Name: | Print Name: | |||||||||
Title: | Title: | |||||||||
Date: | Date: | |||||||||
[Insert Escrow Agent Name]
|
||||||||||
By: |
||||||||||
Print Name: | ||||||||||
Title: | ||||||||||
Date: |
A. | If AT&T is the Party submitting the request, AT&T shall complete Form A and describe in reasonable detail the change it is proposing, and any effects on other Specifications or on the delivery schedule of which it is aware. Supplier shall strive to respond to such request as soon as reasonably practical, but no later than ***. Suppliers response shall be provided by using Form B. Subsequent communication shall use Form A and Form B, as the case may be, until the Parties either agree upon the terms pursuant to which the proposed change will be made, or agree that the proposed change will not be made and agree to close the proposed Change Order. An agreement to proceed with the proposed change must be documented by using Form E. | |
B. | If Supplier is the Party submitting the request, Supplier shall complete Form C and describe in reasonable detail the change it is proposing, and the effects, if any, on other Specifications, schedule, and cost. AT&T shall strive to respond to such request as soon as reasonably practical, but no later than ***. AT&Ts response shall be provided by using Form D. Subsequent communication shall use Form C and Form D, as the case may be, until the Parties either agree upon the terms pursuant to which the proposed change will be made, or agree that the proposed change will not be made and agree to close the proposed Change Order. An agreement to proceed with the proposed change must be documented by using Form E. | |
C. | The rights and obligations of both Parties in connection with this Agreement, including any Order, shall not be changed, until a proposed Change Order is agreed to by executing Form E. Until both Parties have executed Form E, each Party shall continue to perform its obligations in accordance with the Agreement and the Order(s) placed under this Agreement. | |
D. | In the event Form E contains terms that are different than those set forth in this Agreement or the Order(s), the terms contained in Form E shall apply. | |
E. | The Change Control Log, included as Form F, shall be used by the Parties to track and monitor all proposed changes. |
Date: Affected Order(s): |
1. | Proposed Specification Changes - [Identify the Specification(s), including where the Specification(s) is described in the Order, and summarize in reasonable detail the proposed changes to such Specification(s).] | |
2. | Effective Date For Proposed Change: | |
Date: | ||
3. | Summarize Expected Or Possible Impact On Other Specifications Or Schedule | |
4. | Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other Important Information |
1. | Proposed Specification Changes [Reiterate and summarize Suppliers understanding of the proposed changes to the Specification(s)] | |
2. | Effective Date For Proposed Change [Indicate the date the change can be implemented.] | |
Date: | ||
3. | Summarize Expected Or Possible Impact On Other Specifications Or Schedule
[Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any.] |
|
4. | Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other Important Information |
Telephone #: | Fax #: |
Date: Affected Order(s): |
1. | Proposed Specification Changes - [Identify the proposed Specification(s) and describe in reasonable detail the proposed changes.] | |
2. | Effective Date For Proposed Change: | |
Date: | ||
3. | Summarize Expected Or Possible Impact On Other
Specifications Or Schedule [Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any.] |
|
4. | Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other Important Information |
Telephone #: | Fax #: |
1. | Proposed Specification Changes [Reiterate and summarize AT&Ts understanding of the proposed changes to the Specification(s)] | |
2. | Effective Date For Proposed Change [Indicate the proposed effective date of the change.] | |
Date: | ||
3. | Summarize Expected Or Possible Impact On Other Specifications Or Schedule [Indicate the impact on other Specifications, schedule of delivery, and cost/budget, if any AT&T expects may occur as a result of Suppliers proposed change.] | |
4. | Specify Any Key Assumptions, Acceptance Criteria, Additional Terms, Or Other Important Information [Indicate on what basis AT&T would be willing to agree to Suppliers proposed change order.] |
Telephone #: | Fax #: |
1. | Agreed Upon Change To Specification(s): [Identify Specification that will be changed.] | |
2. | Date Scope Change Effective:[State the date the change will be effective.] | |
Date: | ||
3. | Describe Scope Change, including any Specifications: [Describe the agreed upon change in full detail.] | |
4. | Revised price, payment schedule, delivery schedule, acceptance terms, if any, of the proposed change: [State any changes to the original delivery schedule, original price, and payment schedule.] | |
5. | Additional Terms and Conditions: [State any terms and conditions that apply to the proposed change.] |
[Insert Suppliers Name] | ATT SERVICES, INC. | |||||||
By: |
By: | |||||||
Printed Name: | Printed Name: | |||||||
Title: | Title: | |||||||
Date: | Date: |
Change Order Number |
Change Component |
Priority (High, Med., Low) |
Description of Change | Level of Effort |
Comments | Status | Status Date |
||||||||||||||||
| Airline club membership fees, dues, or upgrade coupon | ||
| Meals not consistent with AT&T employee policy | ||
| Annual credit card fees | ||
| Barber/Hairstylist/Beautician Expenses | ||
| Car rental additional fees associated with high speed toll access programs | ||
| Car Washes | ||
| Entertainment expenses | ||
| Health Club and Fitness facilities | ||
| Hotel safe rental | ||
| Upgrades on airline, hotel, or car rental fees | ||
| Excessive tips, i.e., in excess of 15% to 18% of cost of meal or services, excluding tax | ||
| PC, cell phone, and other vendor support expenses (unless specifically authorized in the agreement) | ||
| Meals not directly required to do business on the AT&T account (e.g. vendors cannot voucher lunch with each other simply to talk about AT&T) | ||
| In-flight drinks or meals | ||
| Magazines & newspapers | ||
| Personal entertainment | ||
| Expenses associated with spouses or other travel companions | ||
| Office expenses of vendors | ||
| Surcharges for providing fast service (not related to delivery charges such as
Fedex, UPS, etc.). AT&T expects all vendors to complete the terms of contracts in the
shortest period practicable. Charges for shortening the timeframe in which contracts are
fulfilled are not permissible. |
||
| Expenses to cover meals or expenses for an AT&T employee, whether in a home location
or on official travel |
||
| Travel purchased with prepaid air passes. | ||
| Birthday cakes, lunches, balloons, and other personal celebration/recognition costs | ||
| Break-room supplies for the vendor, such as coffee, creamer, paper products, soft drinks, snack food | ||
| Water (bottled or dispensed by a vendor), (unless authorized for specific countries
where it is recommended that bottled water is used) |
||
| Clothing, personal care, and toiletries | ||
| Laundry (except when overnight travel is required for 7 or more consecutive nights) | ||
| Flight or rental car insurance | ||
| Flowers, cards and gifts | ||
| Hotel pay-per-view movies, Video Games and/or mini bar items |
| High speed internet access in hotels (added to 3.5) | ||
| Lost luggage | ||
| Traffic or Parking Fines | ||
| Tobacco Products | ||
| Medical supplies | ||
| Membership fees to exercise facilities or social/country clubs | ||
| Movies purchased while on an airplane | ||
| Phone usage on airline unless AT&T business emergency |
| Transportation (airfare or other commercial transportation, car rental, personal auto mileage, taxi and shuttle service) | ||
| Meals and lodging | ||
| Parking and tolls | ||
| Tips/porter service (if necessary and reasonable) | ||
| Vendors who stay with friends or relatives or other vendor employees while on a Company business trip will NOT be reimbursed for lodging, nor will they be reimbursed for expenditures made to reciprocate their hospitality by buying groceries, being host at a restaurant, etc. |
| The actual cost of landline telephone calls for AT&T business is reimbursable. The use of AT&T products is required when available. | ||
| AT&T will not reimburse vendors for cell phone bills unless approved under the contract. With prior consent of the sponsoring AT&T Senior Manager, only individual calls that exceed a vendors rate plan that are necessary to conduct business for AT&T may be reimbursed. | ||
| Charges for high speed internet access are not reimbursable unless specifically approved in the contract. |
City | St | 2008 Guideline |
City | St | 2008 Guideline |
City | St | 2008 Guideline |
City | St | 2008 Guideline |
||||||||||||||||||||||||
Anchorage
|
AK | *** | Rocky Hill | CT | *** | Shawnee | KS | *** | Short Hills | NJ | *** | ||||||||||||||||||||||||
Fairbanks
|
AK | *** | Stamford | CT | *** | Wichita | KS | *** | Somerset | NJ | *** | ||||||||||||||||||||||||
Glennallen
|
AK | *** | Wallingford | CT | *** | Elizabeth | KY | *** | Teaneck | NJ | *** | ||||||||||||||||||||||||
Ketchikan
|
AK | *** | Washington | DC | *** | Hopkinsville | KY | *** | Tinton Falls | NJ | *** | ||||||||||||||||||||||||
Kodiak
|
AK | *** | Wilmington | DE | *** | Louisville | KY | *** | Warren | NJ | *** | ||||||||||||||||||||||||
Birmingham
|
AL | *** | Boynton Beach | FL | *** | Covington | LA | *** | Whippany | NJ | *** | ||||||||||||||||||||||||
Huntsville
|
AL | *** | Fort Lauderdale | FL | *** | Metairie | LA | *** | Woodcliff Lake | NJ | *** | ||||||||||||||||||||||||
Montgomery
|
AL | *** | Gainsville | FL | *** | New Orleans | LA | *** | Las Vegas | NV | *** | ||||||||||||||||||||||||
Fayetteville
|
AR | *** | Jacksonville | FL | *** | Shreveport | LA | *** | Reno | NV | *** | ||||||||||||||||||||||||
Little Rock
|
AR | *** | Lake City | FL | *** | Boston | MA | *** | Albany | NY | *** | ||||||||||||||||||||||||
VanBuren
|
AR | *** | Lake Mary | FL | *** | Cambridge | MA | *** | Fishkill | NY | *** | ||||||||||||||||||||||||
Chandler
|
AZ | *** | Lakeland | FL | *** | Dedham | MA | *** | Jamaica | NY | *** | ||||||||||||||||||||||||
Mesa
|
AZ | *** | Maitland | FL | *** | Lowell | MA | *** | New York | NY | *** | ||||||||||||||||||||||||
Phoenix
|
AZ | *** | Miami | FL | *** | Marlborough | MA | *** | Plainview | NY | *** | ||||||||||||||||||||||||
Scottsdale
|
AZ | *** | Miami Beach | FL | *** | Stoughton | MA | *** | Rochester | NY | *** | ||||||||||||||||||||||||
Tempe
|
AZ | *** | Orlando | FL | *** | Annapolis | MD | *** | Rockville Center | NY | *** | ||||||||||||||||||||||||
Tucson
|
AZ | *** | Orange Pk | FL | *** | Greenbelt | MD | *** | Vestal | NY | *** | ||||||||||||||||||||||||
Anaheim
|
CA | *** | Palm Beach | FL | *** | Clinton | MI | *** | White Plains | NY | *** | ||||||||||||||||||||||||
Buena Park
|
CA | *** | Plantation | FL | *** | ComstockPark | MI | *** | Woodbury | NY | *** | ||||||||||||||||||||||||
Burbank
|
CA | *** | Saint Augustine | FL | *** | Detroit | MI | *** | Tarrytown | NY | *** | ||||||||||||||||||||||||
Burlingame
|
CA | *** | Spring Hill | FL | *** | Lansing | MI | *** | Centerville | OH | *** | ||||||||||||||||||||||||
Cerritos
|
CA | *** | Sunrise | FL | *** | Livonia | MI | *** | Chillicothe | OH | *** | ||||||||||||||||||||||||
Chico
|
CA | *** | Tallahassee | FL | *** | Marquette | MI | *** | Cleveland | OH | *** | ||||||||||||||||||||||||
City of Industry
|
CA | *** | Tamarac | FL | *** | Saginaw | MI | *** | Columbus | OH | *** | ||||||||||||||||||||||||
Coronado
|
CA | *** | Tampa | FL | *** | Southfield | MI | *** | Dayton | OH | *** | ||||||||||||||||||||||||
Costa Mesa
|
CA | *** | West Palm Beach | FL | *** | Bloomington | MN | *** | Dublin | OH | *** | ||||||||||||||||||||||||
Cupertino
|
CA | *** | Albany | GA | *** | Deluth | MN | *** | Grove City | OH | *** | ||||||||||||||||||||||||
Dublin
|
CA | *** | Alpharetta | GA | *** | Minneapolis | MN | *** | Miamisburg | OH | *** | ||||||||||||||||||||||||
Emeryville
|
CA | *** | Atlanta | GA | *** | Branson | MO | *** | North Olmsted | OH | *** | ||||||||||||||||||||||||
Eureka
|
CA | *** | Brunswick | GA | *** | Bridgeton | MO | *** | Reynoldsburg | OH | *** | ||||||||||||||||||||||||
Fresno
|
CA | *** | Buckhead | GA | *** | Creve Coeur | MO | *** | Richfield | OH | *** | ||||||||||||||||||||||||
Glendale
|
CA | *** | Carrollton | GA | *** | Jefferson City | MO | *** | Youngstown | OH | *** | ||||||||||||||||||||||||
Hayward
|
CA | *** | Columbus | GA | *** | Joplin | MO | *** | Oklahoma City | OK | *** | ||||||||||||||||||||||||
Hollywood
|
CA | *** | Conyers | GA | *** | Kansas City | MO | *** | Tulsa | OK | *** | ||||||||||||||||||||||||
Irvine
|
CA | *** | Griffin | GA | *** | Lees Summit | MO | *** | Portland | OR | *** | ||||||||||||||||||||||||
La Jolla
|
CA | *** | Newnan | GA | *** | Saint Louis | MO | *** | Tigard | OR | *** | ||||||||||||||||||||||||
La Mirada
|
CA | *** | Savannah | GA | *** | Springfield | MO | *** | Audubon | PA | *** | ||||||||||||||||||||||||
Long Beach
|
CA | *** | Valdosta | GA | *** | Clinton | MS | *** | Essington | PA | *** | ||||||||||||||||||||||||
Los Angeles
|
CA | *** | Waycross | GA | *** | Jackson | MS | *** | Harrisburg | PA | *** | ||||||||||||||||||||||||
Milpitas
|
CA | *** | Woodstock | GA | *** | Tupelo | MS | *** | King of Prussia | PA | *** | ||||||||||||||||||||||||
Modesto
|
CA | *** | Honolulu | HI | *** | Asheville | NC | *** | Philadelphia | PA | *** | ||||||||||||||||||||||||
Montebello
|
CA | *** | Kailua Kona | HI | *** | Burlington | NC | *** | Pittsburgh | PA | *** | ||||||||||||||||||||||||
Ontario
|
CA | *** | Clive | IA | *** | Carolina Beach | NC | *** | Wayne | PA | *** | ||||||||||||||||||||||||
Orange
|
CA | *** | Desmoines | IA | *** | Charlotte | NC | *** | Charleston | SC | *** | ||||||||||||||||||||||||
Pasadena
|
CA | *** | Johnston | IA | *** | Durham | NC | *** | Florence | SC | *** | ||||||||||||||||||||||||
Pleasanton
|
CA | *** | Urbandale | IA | *** | Fayetteville | NC | *** | Dakota Dunes | SD | *** | ||||||||||||||||||||||||
Rancho Cordova
|
CA | *** | Alsip | IL | *** | Gastonia | NC | *** | Knoxville | TN | *** | ||||||||||||||||||||||||
Red Bluff
|
CA | *** | Arlington Heights | IL | *** | Goldsboro | NC | *** | Memphis | TN | *** | ||||||||||||||||||||||||
Riverside
|
CA | *** | Bourbonnais | IL | *** | Jacksonville | NC | *** | Nashville | TN | *** | ||||||||||||||||||||||||
Rocklin
|
CA | *** | Champaign | IL | *** | Laurinburg | NC | *** | Arlington | TX | *** | ||||||||||||||||||||||||
Sacramento
|
CA | *** | Chicago | IL | *** | Triangle Park | NC | *** | Austin | TX | *** | ||||||||||||||||||||||||
San Diego
|
CA | *** | Collinsville | IL | *** | Omaha | NE | *** | Corpus Christi | TX | *** | ||||||||||||||||||||||||
San Francisco
|
CA | *** | Crystal Lake | IL | *** | Basking Ridge | NJ | *** | Dallas | TX | *** | ||||||||||||||||||||||||
San Gabriel
|
CA | *** | Gurnee | IL | *** | Bernardsville | NJ | *** | El Paso | TX | *** | ||||||||||||||||||||||||
San Jose
|
CA | *** | Hoffman Estates | IL | *** | Bridgewater | NJ | *** | Frisco | TX | *** | ||||||||||||||||||||||||
San Leandro
|
CA | *** | Joliet | IL | *** | Cranbury | NJ | *** | Houston | TX | *** | ||||||||||||||||||||||||
San Luis Obispo
|
CA | *** | Libertyville/Vernon H | IL | *** | Eatontown | NJ | *** | Lubbock | TX | *** | ||||||||||||||||||||||||
San Mateo
|
CA | *** | Lisle/Naperville | IL | *** | Edison | NJ | *** | Mcallen | TX | *** | ||||||||||||||||||||||||
San Ramon
|
CA | *** | Matteson | IL | *** | Elizabeth | NJ | *** | Plano | TX | *** | ||||||||||||||||||||||||
Santa Ana
|
CA | *** | Oakbrook/ Downers G | IL | *** | Fair Lawn | NJ | *** | Richardson | TX | *** | ||||||||||||||||||||||||
Santa Monica
|
CA | *** | Ofallon | IL | *** | Florham Park | NJ | *** | San Antonio | TX | *** | ||||||||||||||||||||||||
Temecula
|
CA | *** | Orland Park | IL | *** | Iselin | NJ | *** | The Woodlands | TX | *** | ||||||||||||||||||||||||
Torrance
|
CA | *** | Peoria | IL | *** | Mahwah | NJ | *** | Salt Lake City | UT | *** | ||||||||||||||||||||||||
Universal City
|
CA | *** | Schaumburg | IL | *** | Morristown | NJ | *** | Arlington | VA | *** | ||||||||||||||||||||||||
Walnut Creek
|
CA | *** | Willowbrook | IL | *** | Mt. Laurel | NJ | *** | Chantilly | VA | *** | ||||||||||||||||||||||||
West Sacramento
|
CA | *** | Carmel | IN | *** | Paramus | NJ | *** | Chester | VA | *** | ||||||||||||||||||||||||
Colorado Springs
|
CO | *** | Columbus | IN | *** | Parsippany | NJ | *** | Fairfax | VA | *** | ||||||||||||||||||||||||
Denver
|
CO | *** | Elkhart | IN | *** | Piscataway | NJ | *** | Falls Church | VA | *** | ||||||||||||||||||||||||
Englewood
|
CO | *** | Evansville | IN | *** | Princeton | NJ | *** | Glen Allen | VA | *** | ||||||||||||||||||||||||
Greenwood Village
|
CO | *** | Indianaplis | IN | *** | Red Bank | NJ | *** | Herndon | VA | *** | ||||||||||||||||||||||||
Pueblo
|
CO | *** | South Bend | IN | *** | Saddle Brook | NJ | *** | Norfolk | VA | *** | ||||||||||||||||||||||||
New Haven
|
CT | *** | *** | Saddle River | NJ | *** | Richmond | VA | *** | ||||||||||||||||||||||||||
Sandston
|
VA | *** | Bothell | WA | *** | Tacoma | WA | *** | Oak Creek | WI | *** | ||||||||||||||||||||||||
Sterling
|
VA | *** | Kirkland | WA | *** | Tukwila | WA | *** | Racine | WI | *** | ||||||||||||||||||||||||
Tysons Corner
|
VA | *** | Lynnwood | WA | *** | Woodinville | WA | *** | Charleston | WV | *** | ||||||||||||||||||||||||
Vienna
|
VA | *** | Redmond | WA | *** | Appleton | WI | *** | Seattle | WA | *** | ||||||||||||||||||||||||
Bellevue
|
WA | *** | Madison | WI | *** | Brookfield | WI | *** | Spokane | WA | *** | ||||||||||||||||||||||||
Confidential Treatment Requested | 1 |
| The process, tools and organizations that support AT&T eCommerce transaction management. Transaction management includes, but is not limited to: |
▪ | automated Transactions through the Order Gateway | ||
▪ | Manual Processing |
| Operational metrics and executive reporting. |
Confidential Treatment Requested | 2 |
| The configuration management, hosting and Tier 1-3 support of the Order Gateway (defined and described in Section 4.1 below), Workflow Manager (defined and described in Section 4.2 below), Reporting Platform (defined and described in Section 4.3 below), Integrated IVR Solution (defined and described in Section 4.4 below), and Email Manager (STIs system for tracking and responding to emails). | ||
| IT Professional Services (defined and described in Section 9.3 below). |
Confidential Treatment Requested | 3 |
| A unified workflow and platform across all transactions | ||
| Provide visibility to online transactions in a single platform bringing together multiple back office systems into a common workflow management tool |
| Real-Time Reporting (RTR) portal will provide visibility and fallout statistics as transactions flow through the gateway and change status throughout the transaction lifeccyle process. | ||
| Mobile reports that allow AT&T key business users to receive critical data on their online transactions right to their Blackberry or data device. | ||
| Daily Operational Reports will provide analysis and trends for all data and voice transactions |
a) | Total orders processed via the OMC | ||
b) | Total orders processed through Order Gateway, fallout error queue, etc | ||
c) | Total order received and total orders entered by the order center cut off time | ||
d) | Total orders entered and not fulfilled by the OMC | ||
e) | Total orders activated, shipped and cancelled | ||
f) | Total orders in queue to be processed at the OMC (real-time) | ||
g) | Real-time order status tracking throughout the life cycle of an order. Identify order process flow constraints | ||
h) | Number of Transactions Received by Order Gateway |
| This report shows the total number of orders received by the Order Gateway trended over time intervals. |
i) | Number of Transactions Processed by Order Type, Order Center, and Service Representative |
| As the Order Gateway receives orders, they will be directed to various Order Centers. This report shows the total number of Orders processed by Order Center, Order Type, and Service Representative trended over time intervals. |
j) | Number of Failed Transactions |
Confidential Treatment Requested | 4 |
| This report will show the total number of failed Transactions along with the corresponding reason code at any given time. |
k) | Number of Orders by Queue |
| As the Order Gateway receives orders, they will be put in queues for processing. This report shows the total number of orders, in the Queue, at any given time. |
l) | Time Spent by Orders in Queue |
| This report shows the shortest time, longest time, and the average time spent by orders in queues trended over time intervals. |
Additional reports will be deployed during the term of this Contract after formal requirements are developed and mutually agreed to by both parties. |
Confidential Treatment Requested | 5 |
○ | *** | ||
○ | *** | ||
○ | *** | ||
○ | *** |
Confidential Treatment Requested | 6 |
○ | *** | ||
○ | *** | ||
○ | *** | ||
○ | *** |
○ | *** | ||
○ | *** |
a) | *** | ||
b) | *** | ||
c) | *** | ||
d) | *** |
Confidential Treatment Requested | 7 |
| Service restoration time: *** | ||
| System performance level: equal to production in terms of user and order volume | ||
| System SLAs: same as for production (Attachment B). System will conform to the requirements of Section 5.0 of this document |
| DR test will be performed *** times *** at a mutually agreed to time by both parties. |
7.1 | For each of the *** Channels initially governed under this Contract *** and ***, AT&T or its designated third party, at its sole discretion, may elect to perform Manual Processing for up to **% (the Initial Manual Processing Percentage) of the Manual Processing for Transactions processed through the Order Gateway for such Channel during a ***. In the event AT&T wants to make such election prior to the Effective Date, AT&T shall notify STI in writing on or before the date this Contract is executed, by the later of AT&T and STI, the actual percentage of Manual Processing it intends to assume. In the event AT&T wants to make such election after the Effective Date, AT&T shall notify STI via the forecasting process identified in Attachments A-1 and A-2 the actual percentage of Manual Processing it intends to assume. In the event AT&T elects for AT&T or such third party to provide such Manual Processing for such Channel, STI will provide AT&T, or third party employees and contractors who will be performing such Manual Processing access to the ASP Solution and related STI system(s) access solely to perform such Manual Processing for such Channel *** after AT&T notifies STI; provided, however, if AT&T makes such election on or before the date this Contract is executed by the later of AT&T or STI, STI will provide such access on *** after the date this Contract is executed by the later of AT&T and STI. In addition, each employee or contractor of AT&T or such third party who will access the ASP Solution or related STI system(s) shall agree in writing to comply with STIs information security requirements. In the event AT&T makes such |
Confidential Treatment Requested | 8 |
election, STI will work with AT&T to ensure that the agreed upon allocations for such Channel(s) are implemented per this Contract. |
In the event AT&T makes such election and exceeds the percentage of Manual Processing set forth above in any ***, STI will not penalize AT&T for any such overage and, in such case, the parties will promptly upon determining such overage, meet and negotiate in good faith a process to move toward the then applicable percentage of Manual Processing AT&T should be handling pursuant to the terms of this OMC Contract. |
7.2 | In the event that STI fails to achieve (i) the same Manual Processing SLA (as defined below) for any Channel in any *** or ***, or (ii) two (2) or more Manual Processing SLAs for a Channel in any *** or ***, AT&T may elect to have AT&T or its designated third party perform Manual Processing for such Channel for more than the Initial Manual Processing Percentage (up to ***%) of the Transactions processed through the ASP Solution. For purposes of this Agreement, Manual Processing SLA for each Channel shall have the meaning ascribed to such term in the SLA Attachment B specific to such Channel. |
7.3 | In the event that AT&T elects to perform the Manual Processing itself or through a third party for a Channel in excess of the Initial Manual Processing Percentage and STI does not have the appropriate skill sets or such bid is at a lower cost than STI, STI shall have the opportunity to review the bid (subject to any non-disclosure issues) and determine if STI meets the same cost and/or skill set requirements as such bid. Promptly after receiving such bid, AT&T shall provide STI with the necessary information relating to such bid (including pricing and resources) for STI to make such determination; provided, however, AT&T shall not be required to provide any information which would cause it to violate its confidentiality obligations to a third party. STI shall take information provided by AT&T at face value in connection with such determination. In connection with such mutual evaluation, the parties shall determine whether such bid and STIs current resources for such Channel: |
Confidential Treatment Requested | 9 |
Within *** (Evaluation Period) of receiving the necessary information from AT&T, STI shall provide written notice to AT&T whether it will (i) perform Manual Processing for such Channel on the same terms as set forth in such bid immediately upon completion of such evaluation within Evaluation Period, (ii) allow AT&T or such third party to assume such Manual Processing for such Channel as provided in such bid, or (iii) escalate to its respective executives in accordance with the provision below. In the event that STI does not provide written notice to AT&T within such ***, STI will be required to immediately perform such Manual Processing for such Channel on the same terms as set forth in such bid. |
In the event that STI and AT&T do not agree on the results of such evaluation, the President of STI and an Officer of the respective division of AT&T shall meet to resolve such dispute within *** of the conclusion of the Evaluation Period. In the event that such executives cannot resolve such dispute, STI shall provide the third party which provided such bid or AT&T internal resources the same access to perform such Manual Processing for such Channel as provided in Section 7.1 above. |
7.4 | In the event that AT&T is entitled to increase the amount of its Manual Processing in accordance with Section 7.2 or 7.3 above, the parties shall meet promptly to agree on a plan to initiate the performance of such services by AT&T or its designated third party provider to complete such transition within *** of the Evaluation Period unless mutually agree to a longer or shorter period. AT&T will be responsible for formally communicating to STI the percentage allocation they are ultimately targeting to achieve in connection with the transition of such Manual Processing. STI will then work with AT&T to implement the identified allocation percentage in ***. (e.g., ***). STI shall provide reasonable assistance to AT&T in connection with such transfer provided at no incremental fee except that if any professional services for AT&T or such designated provider are required, STI shall provide such reasonable professional services at STIs rates provided herein. Any transition to AT&T or third party of Manual Processing in accordance with Section 7.2 or 7.3 above shall have no effect on the Technology Fees or Hosting Fee provided below. |
In the event that STI fails to achieve (i) the same Hosting SLA (as defined below) for any Channel in any (a) *** or (b) *** or (ii) *** Hosting SLAs for any Channel in any (a) *** or (b) ***, AT&T may elect to provide the hosting services (at its sole cost) required to be provided by STI in accordance with Section 5.1 above for such Channel, and in the event AT&T provides such hosting services for such Channel, AT&T shall no longer be required to pay any Hosting Fee (as provided in Section 9.2 below) for such Channel thereafter. For purposes of this |
Confidential Treatment Requested | 10 |
Agreement, Hosting SLA for each Channel shall have the meaning ascribed to such term in the SLA Attachment B specific to such Channel. |
9.1 | Technology Fee | ||
On or about the ***, STI shall provide AT&T with its calculation of the number of Transactions processed by STI through the Order Gateway during the *** immediately preceding such *** (the *** Actual Transactions), and the Technology Fee due for such *** in accordance with Table 9.1 below. For avoidance of doubt the Technology Fee covers the ***, ***. For each such ***, the *** Technology Fee shall be equal to the product of ***. The Technology Fee covers all costs related to the maintenance and support of STIs systems to support the ASP Solution. |
Band | Annual Transactions | Technology Fee *** | ||||||
1
|
*** | *** | ||||||
2
|
*** | *** | ||||||
3
|
*** | *** | ||||||
4
|
*** | *** | ||||||
5
|
*** | *** | ||||||
6
|
*** | *** | ||||||
7
|
*** | *** | ||||||
8
|
*** | *** | ||||||
9
|
*** | *** | ||||||
10
|
*** | *** | ||||||
11
|
*** | *** | ||||||
12
|
*** | *** | ||||||
13
|
*** | *** | ||||||
14
|
*** | *** | ||||||
15
|
*** | *** | ||||||
16
|
*** | *** | ||||||
17
|
*** | *** | ||||||
18
|
*** | *** | ||||||
19
|
*** | *** | ||||||
*Note: Band 19 Technology Fee is calculated by ***. This resulting sum ***. For example ***. | |||
Initially, the calculation of the ***Actual Transactions shall be based on the initial *** Channels ***). In the event that additional Channels are added by the Parties, for the first year of such |
Confidential Treatment Requested | 11 |
Channel, the number of Transactions with respect to such Channel shall be *** in calculating the *** Actual Transactions. For example, ***. For example, ***. Commencing in the second year, Transactions for such Channel shall be calculated in the same manner as other Channels, ***. |
9.2 | Hosting Fee |
For each Channel, AT&T shall pay STI an annual hosting fee of ***. In the event that AT&T requests that STI increase its capacity by greater than *** its forecasted capacity for STI to process Transactions over the next ***, then the Parties will work together through the Change Control process documented in the MSA with respect to the increased equipment or infrastructure required for STI to acquire to increase such capacity and to mutually determine if any additional fees are applicable. Any such increase in transaction estimates provided by AT&T will follow the existing Technology Fees set forth in Table 9.1 above without incremental cost to AT&T. |
9.3 | IT Professional Services Fee |
In each year of the Initial Term, AT&T shall pay to STI *** for *** of IT professional services annually to be performed by STI at AT&Ts sole discretion and direction, payable in equal monthly installments. STI agrees that projects will be scoped in a manner consistent with professional industry practices, and that projects with equivalent scope will be priced comparably. STI shall provide detailed documentation of proposed and actual utilization of hours as agreed by the parties. In the event, AT&T requests that STI provide more than *** of IT professional services in any year, STI shall charge AT&T a fee of *** for such IT professional services; provided, however, in the event that in any prior year, STI did not provide at least *** of IT professional services, AT&T shall be able to utilize such unused hours in later years for any IT professional services during the Initial Term prior to STI charging AT&T for any hours in excess of *** of IT professional services for such year; provided in no event shall AT&T be entitled to use any such hours ***. In the event that AT&T exercises its right to renew the Contract for additional one (1) year terms, AT&T shall notify STI at least *** prior to the end of the Initial Term or such renewal term whether it wishes to renew its commitment of IT professional services of ***. In the event that AT&T does not exercise such option, the parties shall work together to negotiate in good faith new rates for such IT professional services, which rate shall not exceed ***. In no event shall STI use any third party located outside the United States for any IT professional services without AT&Ts prior written consent. |
Travel and living expenses (e.g.: airfare, hotel, car, meal, phone) associated with IT professional services will be pre-approved per AT&T travel policy as documented in the MSA and billed back to AT&T at cost. These amounts will be in addition to the annual IT professional services commitment set forth above. |
Confidential Treatment Requested | 12 |
Notwithstanding anything to the contrary, AT&T shall provide STI with the opportunity to provide at least one (1) release annually dedicated to performance refactoring and scalability enhancements. Such release(s) shall be at no cost to AT&T and shall not be part of the annual IT professional services commitment referenced above or constitute a remedy for STIs failure to miss an SLA. |
Synchronoss Technologies, Inc. | AT&T Services, Inc. |
|||||
Signature:
|
/s/ Stephen G. Waldis | Signature: | /s/ AE Jones III | |||
Name:
|
Stephen G. Waldis | Name: | ||||
Title:
|
President/CEO | Title: | ||||
Date:
|
1-12-09 | Date: | 1-9-09 | |||
Confidential Treatment Requested | 13 |
Service
|
AT&T
|
Service
|
Service Charge
|
|||||||||||||||||
Fee
|
System
|
Fee ID
|
Consumer | Cancelled | ||||||||||||||||
Type
|
1st Line | Each Addtl | Each Line of | |||||||||||||||||
Service ( LOS ) | ||||||||||||||||||||
New
Activation |
***
|
*O1
|
Postpaid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
|
***
|
O2
|
Prepaid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
New
Activation |
***
|
O3
|
Postpaid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
|
***
|
O4
|
Prepaid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
Care Local
Number Portability (LNP) |
***
|
O5
|
Post Paid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
***
|
O6
|
Prepaid - Workflow Mgr |
***
|
***
|
***
|
|||||||||||||||
Telegence
Local Number Portability (LNP) |
***
|
O7
|
Post Paid - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
***
|
O8
|
Prepaid - Workflow Mgr |
***
|
***
|
***
|
|||||||||||||||
Migration
|
***
|
O9
|
Service Fee - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
|
***
|
O10
|
Service Fee - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
Upgrade
Postpaid |
***
|
O11
|
Service Fee - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
|
***
|
O12
|
Service Fee - Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
Accessory
Only |
***
|
O13
|
Service Fee Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
Feature
Request |
***
|
O14
|
Service Fee Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
|
***
|
O15
|
Service Fee Workflow Mgr |
***
|
***
|
***
|
||||||||||||||
Agent
FTE/ Hourly Rate |
O16
|
Hourly FTE Rate for Data Entry and Special Projects |
***
|
***
|
***
|
|||||||||||||||
Confidential Treatment Requested | 14 |
Service Fee Type
|
Service Fee ID |
Service Charge | ||||||||||||||||||
Consumer | Customer Svc | |||||||||||||||||||
1st Line | Each | 1st Line | Each | |||||||||||||||||
Addtl. | Addtl. | |||||||||||||||||||
Inbound Call **
|
T1
|
Inbound calls Handled = Total calls answered by a live agent. |
***
|
N/A
|
***
|
N/A
|
||||||||||||||
Outbound Call
|
T3
|
Telephony cost associated with outbound calls |
***
|
N/A
|
***
|
N/A
|
||||||||||||||
Inbound Call Agent
Call
Handling Fee |
T4
|
Hourly FTE rate for Inbound / Outbound Calls Processed |
***
|
N/A
|
***
|
N/A
|
||||||||||||||
2.0 | Forecasting |
AT&T will provide STI with a *** on or about the *** of each month setting forth AT&Ts automated and Manual Processing volume requirements for the following *** detailed by ***. If the forecast is not received *** after the *** of each *** STI will invoke the prior *** forecast. | ||
In the event the actual volume for Manual Processing transactions for a given *** does not achieve ***% of the *** forecast or ***% of the *** forecast, whichever is greater then STI will invoice AT&T for the lower of a minimum *** fees equal to ***% of the *** or ***% of the *** forecasted Manual Processing transactions at the price per Transaction equal to *** for such Manual Processing transactions under Table 1 ***. | ||
For example, ***. |
Confidential Treatment Requested | 15 |
3.0 | Pricing Assumptions |
1. | STI and AT&T will meet once every *** to review and adjust the Manual Processing prices where appropriate. | ||
2. | In the event that the time studies reveal a material change in Manual Processing costs, greater than ***%, both parties agree to review in detail the core reason for the change. In the event that a change is attributed to performance, then both parties will mutually agree if a change is warranted. | ||
3. | STI anticipates Manually Processing additional Transaction types. The Manual Processing fees for these Transactions could be priced at a different rate. The fee for Manually Processing new Transactions would be determined by the complexity and processing rates associated with the Transaction. Fees for Manually Processing Transactions will be determined after a large enough sample size is processed by the ASP Solution and will be mutually agreed to in writing by both parties. During this period the parties must mutually agree on a price until an amendment to the Contract is completed with mutually agreed upon pricing and associated SLA and remedies. | ||
4. | New Manual Processing not identified in Section 1.0 of this Attachment would be handled through a written change request. New Transactions will require an initial trial period that will produce a large enough sample size to price the fees for Manually Processing these Transactions. Service levels and remedies will not apply during the initial trial period, of a length to be mutually determined by the parties. | ||
5. | STI anticipates the cancelled rate for Manually Processing Transactions not to exceed ***% of total Manual Processing Transaction volume. If the actual number of Manual Processing Transactions that are cancelled exceeds ***%, STI will charge AT&T the cancelled rate for the initial Manual Processing Transactions that are cancelled and the shipped/successful Manual Processing fee for those Transactions over such ***% threshold. | ||
6. | Any modifications requested by AT&T that impact the configuration or processing methodology by STI may require adjustments to the Manual Processing fees herein. Upon receipt and review of AT&Ts modification request, STI shall inform AT&T of any proposed increase to the fees. AT&T will have the sole option of whether or not to move forward with its requested modification. |
4.0 | Operations Management Team |
As part of the OMC Contract, STI will provide AT&T with Operations Management support. The dedicated team will provide AT&T with the following services: | ||
Program Management: | ||
Responsibilities include project management, business analysis, and functional analysis to support new development, features and functionality. Additional Program Management responsibilities include bringing new clients onto the ASP Solution. | ||
Operations Management: | ||
Responsibilities include credit, activation, and order fulfillment, transaction queue management, service level monitoring and reporting, staffing, IVR management, training, and interacting with B2C and B2B and Care teams to ensure seamless, high quality customer service for eCommerce customers. |
Confidential Treatment Requested | 16 |
AT&T may adjust the number of FTEs on a *** basis. Adjustments to the resources must be communicated in writing *** before the start of the next ***. Table 3 reflects the schedule and fee for the Operations Management Team. | ||
Table 3: Operations Management Team Schedule and Cost |
Months/Qtr
|
FTEs | Price Per FTE | Total | ||||||||
***
|
***
|
***
|
***
|
||||||||
5.0 | Travel and Living Expenses | |
Travel and living expenses (e.g.: airfare, hotel, car, meal, phone) associated with the ASP Solution Services will be pre-approved and billed back to AT&T at cost, in accordance with the Reimbursable Expenses section of the MSA. |
Confidential Treatment Requested | 17 |
Service |
Cingular | Service | Service Charge | |||||||||||||||||
Fee | System | Fee ID | Business | Cancelled | ||||||||||||||||
Type | 1st Line | Each Addtl. | Each Line of | |||||||||||||||||
Service ( LOS ) | ||||||||||||||||||||
New Activation |
*** | *O1 | Postpaid - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O2 | Prepaid - Workflow Mgr |
*** | *** | *** | |||||||||||||||
New Activation
|
*** | O3 | Postpaid - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O4 | Prepaid - Workflow Mgr |
*** | *** | *** | |||||||||||||||
Care Local Number Portability (LNP) |
*** | O5 | Post Paid - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O6 | Prepaid - Workflow Mgr |
*** | *** | *** | |||||||||||||||
Telegence Local Number Portability (LNP) |
*** | O7 | Post Paid - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O8 | Prepaid - Workflow Mgr |
*** | *** | *** | |||||||||||||||
Migration |
*** | O9 | Service Fee - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O10 | Service Fee - Workflow Mgr |
*** | *** | *** | |||||||||||||||
Upgrade Postpaid |
*** | O11 | Service Fee - Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O12 | Service Fee - Workflow Mgr |
*** | *** | *** | |||||||||||||||
Accessory Only |
*** | O13 | Service Fee Workflow Mgr |
*** | *** | *** | ||||||||||||||
Feature Request |
*** | O14 | Service Fee Workflow Mgr |
*** | *** | *** | ||||||||||||||
*** | O15 | Service Fee Workflow Mgr |
*** | *** | *** | |||||||||||||||
Agent FTE/ Hourly Rate |
O16 | Hourly FTE Rate for Data Entry and Special Projects | *** | *** | *** | |||||||||||||||
Confidential Treatment Requested | 18 |
Service | Business | ||||||||||||||
Service Fee Type | Fee ID* | Service Charge | 1st Line | Each Addtl. |
|||||||||||
Inbound Call** |
T1 | Inbound calls Handled = Total calls answered by a live agent. | *** | N/A | |||||||||||
Outbound Call
|
T3 | Telephony cost associated with outbound calls | *** | N/A | |||||||||||
Inbound Call Agent Call Handling Fee
|
T4 | Hourly FTE rate for Inbound / Outbound Calls Processed |
*** | N/A | |||||||||||
Confidential Treatment Requested | 19 |
1. | STI and AT&T will meet once every *** to review and adjust the Manual Processing transaction prices where appropriate. | ||
2. | In the event that the time studies reveal a material change in Manual Processing costs, greater than ***%, both parties agree to review in detail the core reason for the change. In the event that a change is attributed to performance, then both parties will mutually agree if a change is warranted. | ||
3. | STI anticipates Manually Processing additional Transaction types. The Manual Processing fees for these Transactions could be priced at a different rate. The fee for Manually Processing new Transactions would be determined by the complexity and processing rates associated with the Transaction. Fees for Manually Processing Transaction will be determined after a large enough sample size is processed by the ASP Solution and will be mutually agreed to in writing by both parties. During this period the parties must mutually agree on a price until an amendment to the Contract is completed with mutually agreed upon pricing and associated SLA and remedies. | ||
4. | New Manual Processing not identified in Section 1.0 of this Attachment would be handled through a written change request. New Transactions will require an initial trial period that will produce a large enough sample size to price the fees for Manually Processing these Transactions. Service levels and remedies will not apply during the initial trial period of a length to be mutually determined by the parties. | ||
5. | STI anticipates the cancelled rate for Manually Processing Transactions not to exceed ***% of total Manual Processing Transaction volume. If the actual number of Manual Processing Transactions that are cancelled exceeds ***%, STI will charge AT&T the cancelled rate for the initial Manual Processing Transactions that are cancelled and the shipped /successful Manual Processing fee for those Transactions over such ***% threshold | ||
6. | Any modifications requested by AT&T that impact the configuration or processing methodology by STI may require adjustments to the Manual Processing fees herein. Upon receipt and review of AT&Ts modification request, STI shall inform AT&T of any proposed increase to the fees. AT&T will have the sole option of whether or not to move forward with its requested modification. |
Confidential Treatment Requested | 20 |
Months/Qtr | FTEs | Price Per FTE | Total | ||||||||
*** | *** | *** | *** | ||||||||
Confidential Treatment Requested | 21 |
1.0 | Service Level Requirements and Remedies | |
This Attachment B-1 is an Attachment to the OMC Contract. This Attachment provides the Service Level Requirements and Remedies associated with the Agreement for the ***. |
1.1 | Order/Transaction Cycle Time Service Level Requirements: |
1. | ***% of all Lines of Service (LOS) received by STI in a *** period will be entered into the AT&T defined system of record within the shipping cut off window. | ||
2. | STI will not be responsible for failures to meet the Service Level Requirement for those lines of service that exceed the forecast by more than ***%. | ||
3. | If any individual *** or *** is greater than ***% of the *** or *** forecasted average, then STI will apply best efforts in processing the Transactions that exceed the forecast by greater than ***%. | ||
4. | Special events will be reviewed on an individual basis. AT&T and STI agree to meet and review special event requirements on as needed basis. STI will apply best efforts to fulfill special event request. |
In the event the Service Level Requirement is not met in a given ***, STI will provide to AT&T the discount set forth on Table 1 each ***. | ||
If the Service Level Requirement is exceeded in a given ***, STI will invoice AT&T the premium set forth in Table 1 each ***. |
Confidential Treatment Requested | 22 |
SLA ID** | Fulfillment Monthly SLA Index | *$-Discount (Credit) per Order | ||||||
OC 1
|
***%
- - ***% of transactions submitted within shipping cut off *** |
***% of Data Processing Expense | ||||||
OC 2
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 3
|
***%
***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 4
|
***% transactions submitted within shipping cut off |
No Penalties Apply | ||||||
OC 5
|
*** % - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 6
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 7
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 8
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 9 |
Less than ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense, First *** | ||||||
OC
10 |
Less than ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense, Second consecutive *** |
||||||
Confidential Treatment Requested | 23 |
1. | ***% of LOS received by STI in a *** period will be entered by STI correctly into the order entry and billing systems of record as it was received by STIs Order Gateway . Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy will be excluded from the SLA and remedies in this document. | ||
2. | STI will not be responsible for failure to enter data for reasons outside of STIs control; including and without limitation due to inaccurate data provided by AT&T client applications or AT&T IT systems. | ||
3. | STI will audit a statistical valid sample size on a *** basis to assess the quality levels. This information will be provided to AT&T leadership on an agreed to schedule | ||
4. | The manual QA process will be augmented by a systematic Shipped as Ordered assessment approach, when available, that will target an audit of ***% LOS/day. | ||
5. | Transactions that are not received through the ASP Solution will not be eligible for SLAs and Remedies. |
SLA ID** | *Monthly SLA Index | *$Discount (Credit) per Order | ||||||
OQ 1
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 2
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 3
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 4
|
***% of LOS will be submitted accurately |
No Penalties Apply | ||||||
OQ 5
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 65
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 7
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 8
|
***% of LOS will be submitted accurately |
***% of Data Processing Expense, First *** |
||||||
OQ 9
|
***% of LOS will be submitted accurately |
***% of Data Processing Expense, Second consecutive *** |
||||||
Confidential Treatment Requested | 24 |
1. | STI will not be responsible for failures to meet the Service Level Requirement for any specific day when calls exceed the *** forecast by more than ***%. In this event, these specific *** will be excluded from the *** assessment. | ||
2. | ASA Average Speed of Answer by a live agent (excludes IVR time) | ||
3. | Abandon Calls Percent of OMC offered calls abandoned |
SLA ID* |
Service Level Category | Service Level | ||||||
IC 1
|
Abandon Rate | Less Than ***% of all calls offered in a given *** will be abandoned |
||||||
IC 2
|
*** Average Speed of Answer (ASA) |
***% of calls offered to an agent will be answered in less than *** by a live agent, during the normal inbound call operating hours per ***. |
||||||
IC 3
|
*** ASA (as measured by normal daily operating business hours) |
***% of the hours within the normal daily business operating hours for inbound calls, will have an ASA of less than *** |
||||||
2.0 | ASP Platform Service Levels and Remedies |
2.1 | STI Order Gateway and Workflow Manager Availability |
Confidential Treatment Requested | 25 |
1. | Statistics used to determine downtime are collected using a suite of network and application monitoring tools as well as data collected by the application itself. | ||
2. | ASP Platform Service level attainment is reviewed on a *** basis. All statistics from STIs monitoring suite are reviewed and dowtime recorded for that *** is summarized for each funtional area of the ASP platform (e.g. gateway, email, workflow etc.) | ||
3. | Anytime the Order Gateway under a Normal Transaction Flow (as defined in Section 3.0 below) responds to no Transactions within *** of its receipt by the Order Gateway outside the network and server downtimes and scheduled outages will also be included in the downtime calculation. For example, ***. | ||
4. | STI assumes that the *** and *** transaction volume will not exceed the forecast by more than ***%. Volume in excess of this amount will exempt STI from these SLA and remedies for the affected period. Requirements for special events, e.g. bulk orders will be addressed on an individual basis. | ||
5. | Functional area outages are determined using the guidelines in the tables below: |
Platform | Outage Criteria | ||||
Order Gateway
|
All gateway application servers are down Gateway cannot process client transactions and nacks all
messages to the gateway |
||||
Email Service
|
All email bridgehead/relay servers are down No messages are forwarded from STI email service |
||||
Workflow Manager |
All workflow manager servers are down Greater than ***% of end-users/agents cannot access workflow mgr |
||||
Reporting Platform |
An outage will be recorded if any one of the following occurs:
Real time reporting application is unavailable or is not updating on a scheduled basis
Hourly reports are not generated and delivered (for reasons other than an
STI or AT&T email issue). Availability will be measured as a percentage
of the overall number of reports generated on a
monthly basis |
||||
Confidential Treatment Requested | 26 |
Service Level System Availability | %-Discount (Credit) off Total | ||||
Quarterly Gateway Fee* | |||||
***% - ***% | ***% Discount | ||||
***% - ***% | ***% Discount | ||||
***% - ***% | ***% Discount | ||||
Less Than ***% | ***% Discount | ||||
Availability | Minutes of Unscheduled | ||||
Downtime/Per Month | |||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
Service Level System Availability | Remedy | ||||
AT&T System Outage for greater than *** in a *** period. This excludes scheduled maintenance |
Synchronoss will apply the YTD historical shipped and cancelled ratio to ***% of the *** forecast. |
||||
AT&T Systems will be available for the published AT&T operating SLAs |
AT&T System outages that do not meet the published AT&T operating SLAs will exclude STI from all Processing Remedies in *** |
||||
Confidential Treatment Requested | 27 |
1. | Scheduled System Maintenance is excluded from all SLA System Availability calculations. | ||
2. | Scheduled System Maintenance requires a written notice up to ***, but not less than *** notice to AT&T and STI Decision Makers, and their subsequent consent. |
1. | Dual mail relay servers to deliver ***% uptime | ||
2. | Support *** email messages per day | ||
3. | *** retention of all sent email messages | ||
4. | Message sizes may not exceed *** or contain attachments |
3.0 | Order Gateway Performance Service Level Requirements (OG SLA) | |
Order Gateway under a Normal Transaction Flow (as described below) will respond to ***% of the Transactions for a Channel within *** of its receipt by the Order Gateway in any given *** provided such Transaction is in the documented format and has been submitted by AT&T per the published process documentation, and successfully pass STIs Order Gateway Validations (as described below). AT&T will have the responsibility to produce reports from the Order Gateway, or request such reports from STI, to measure the results and determine if this SLA is met. AT&T and STI shall mutually agree on the format of such reports. Measurement will be based on ***. STI will comply with AT&Ts requests for data in accordance with the measurement. For purposes of the OMC Contract and the MSA ***. | ||
Normal Transaction Flow means: |
a. | The sending system emits a valid message for the activity desired per the agreed upon schema. | ||
b. | The AT&T client is also sending messages at the rate both parties have determined acceptable for the Channel and via the agreed upon protocol. | ||
c. | The customers systems are accepting and correctly processing responses from the STI platform. |
Confidential Treatment Requested | 28 |
4.0 | Hosting SLA |
4.1 | STI Order Gateway and Workflow Manager Availability: |
1. | Order Gateway and associated workflow processes - ***% system up time | ||
2. | Email Service - ***% system up time | ||
3. | Workflow Manager - ***% system up time | ||
4. | Housekeeping and other scheduled system processes e.g., Fedx Tracker job - ***% system uptime | ||
5. | Reporting Platform ***% system up time |
5.0 | Manual Processing SLA |
1. | ***% of all Lines of Service (LOS) received by STI in a *** period will be entered into the AT&T defined system of record within the shipping cut off window. | ||
2. | ***% of LOS received by STI in a *** period will be entered by STI correctly into the order entry and billing systems of record as it was received by STIs ASP Solution. Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy will be excluded from the SLA and remedies in this document. | ||
3. | Inbound Call Handling Service Levels |
a. | Less than ***% of all calls offered in a given month will be abandoned | ||
b. | ***% of calls offered to an agent will be answered in less than *** by a live agent, during the normal inbound call operating hours per business day. | ||
c. | ***% of the hours within the normal daily business operating hours for inbound calls, will have an ASA of less than *** |
Confidential Treatment Requested | 29 |
6. | Assumptions |
6.3 | Remedies |
1. | Service levels apply only to transactions that are received and processed through the Order Gateway and OMC. | |
2. | SLA and remedies do not apply when latency or system issues are experienced with AT&T or Third Party Vendor systems, e.g.: Care, Telegence, Siebel, NBO, Oracle, other Back Office Systems. | |
3. | Remedies not identified in this document may require further negotiation on the service price per transaction. | |
4. | AT&T must maintain Account Payable terms better than *** or all remedies are forfeited for that period. | |
5. | STI is not eligible for any bonus if any other of the Service Levels is missed for ***. Once Synchronoss is back within service levels the premium charge for exceeding SLA would apply. |
Confidential Treatment Requested | 30 |
1.0 | Service Level Requirements and Remedies | |
This Attachment B-2 is an Attachment to the OMC Contract. This Attachment provides the Service Level Requirements and Remedies associated with the Agreement for the ***l. |
1.1 | Order/Transaction Cycle Time Service Level Requirements: |
1. | ***% of all Lines of Service (LOS) received by STI in *** period will be entered into the AT&T defined system of record within the shipping cut off window. | ||
2. | STI will not be responsible for failures to meet the Service Level Requirement for those lines of service that exceed the forecast by more than ***%. | ||
3. | If any individual *** or *** is greater than ***% of the *** or *** forecasted average, then STI will apply best efforts in processing the Transactions that exceed the forecast by greater than ***%. | ||
4. | Special events will be reviewed on an individual basis. AT&T and STI agree to meet and review special event requirements on as needed basis. STI will apply best efforts to fulfill special event request. |
Confidential Treatment Requested | 31 |
SLA ID** | Fulfillment Monthly SLA Index | *$-Discount (Credit) per Order | ||||||
OC 1
|
***% - ***% of transactions submitted within shipping cut off *** |
***% of Data Processing Expense | ||||||
OC 2
|
***%
***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 3
|
***% ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 4
|
***% transactions submitted within shipping cut off |
No Penalties Apply | ||||||
OC 5
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 6
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 7
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 8
|
***% - ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense | ||||||
OC 9
|
Less than ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense, First Month |
||||||
OC 10
|
Less than ***% of transactions submitted within shipping cut off |
***% of Data Processing Expense, Second consecutive Month |
||||||
Confidential Treatment Requested | 32 |
1. | ***% of LOS received by STI in a *** period will be entered by STI correctly into the order entry and billing systems of record as it was received by STIs Order Gateway. Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy will be excluded from the SLA and remedies in this document. | ||
2. | STI will not be responsible for failure to enter data for reasons outside of STIs control; including and without limitation due to inaccurate data provided by AT&T client applications or AT&T IT systems. | ||
3. | STI will audit a statistical valid sample size on a *** basis to assess the quality levels. This information will be provided to AT&T leadership on an agreed to schedule | ||
4. | The manual QA process will be augmented by a systematic Shipped as Ordered assessment approach, when available, that will target an audit of ***% LOS/day. | ||
5. | Transactions that are not received through the ASP Solution will not be eligible for SLAs and Remedies. |
SLA ID** | *Monthly SLA Index | *$Discount (Credit) per Order | ||||||
OQ 1
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 2
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 2
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 3
|
***% of LOS will be submitted accurately |
No Penalties Apply | ||||||
OQ 4
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 5
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 6
|
***% - ***% of LOS will be submitted accurately |
***% of Data Processing Expense | ||||||
OQ 7
|
*** % of LOS will be submitted accurately |
***% of Data Processing Expense, First Month |
||||||
OQ 8
|
*** % of LOS will be submitted accurately |
***% of Data Processing Expense, Second consecutive Month |
||||||
Confidential Treatment Requested | 33 |
1.3 | Inbound Call Handling Service Levels Requirements |
1. | STI will not be responsible for failures to meet the Service Level Requirement for any specific day when calls exceed the *** forecast by more than ***%. In this event, these specific days will be excluded from the monthly assessment. | ||
2. | ASA Average Speed of Answer by a live agent (excludes IVR time) | ||
3. | Abandon Calls Percent of OMC offered calls abandoned |
SLA ID* |
Service Level Category | Service Level | ||||||
IC 1
|
Abandon Rate | Less Than ***% of all calls offered in a given *** will be abandoned |
||||||
IC 2
|
*** Average Speed of Answer (ASA) |
***% of calls offered to an agent will be answered in less than *** by a live agent, during the normal inbound call operating hours per business day. |
||||||
IC 3
|
*** ASA (as measured by normal daily operating business hours) |
***% of the hours within the normal daily business operating hours for inbound calls, will have an ASA of less than *** |
||||||
2.0 | ASP Platform Service Levels and Remedies |
2.1 | STI Order Gateway and Workflow Manager Availability |
1. | Order Gateway and associated workflow processes ***% system up time | ||
2. | Email Service - ***% system up time |
Confidential Treatment Requested | 34 |
3. | Workflow Manager - ***% system up time | ||
4. | Scheduled system processes e.g., Fedx Tracker job - ***% system uptime | ||
5. | Reporting Platform ***% system up time |
1. | Statistics used to determine downtime are collected using a suite of network and application monitoring tools as well as data collected by the application itself. | ||
2. | ASP Platform Service level attainment is reviewed on a *** basis. All statistics from STIs monitoring suite are reviewed and dowtime recorded for that *** is summarized for each funtional area of the ASP platform (e.g. gateway, email, workflow etc.) | ||
3. | Anytime the Order Gateway under a Normal Transaction Flow (as defined in Section 3.0 below) responds to no Transactions within *** of its receipt by the Order Gateway oustide the network and server downtimes and scheduled outages will also be included in the downtime calculation. For example, for *** the Order Gateway responds to no Transactions within ***, such *** shall be included in the calculation of downtime. | ||
4. | STI assumes that the *** and *** transaction volume will not exceed the forecast by more than ***%. Volume in excess of this amount will exempt STI from these SLA and remedies for the affected period. Requirements for special events, e.g. bulk orders will be addressed on an individual basis. | ||
5. | Functional area outages are determined using the guidelines in the tables below: |
Platform |
Outage Criteria |
||||
Order Gateway
|
All gateway application servers are down |
||||
Gateway cannot process client transactions
and nacks all messages to the gateway |
|||||
Email Service
|
All email bridgehead/relay servers are down
|
||||
No messages are forwarded
from STI email service |
|||||
Workflow Manager |
All workflow manager servers are down |
||||
Greater than ***% of end-users/agents cannot access workflow mgr
|
|||||
Reporting Platform |
An outage will be recorded if any one of the following occurs: |
||||
Real time reporting application is
unavailable or is not updating on a scheduled
basis |
|||||
Hourly reports are not generated and delivered (for reasons other than an STI or
AT&T email issue). Availability will be measured as a percentage of the overall number of
reports generated on a monthly basis |
|||||
Confidential Treatment Requested | 35 |
Service Level System Availability | %-Discount (Credit) off Total Quarterly | ||||
Gateway Fee* | |||||
***% - ***%
|
***% Discount |
||||
***% - ***%
|
***% Discount |
||||
***% - ***%
|
***% Discount |
||||
Less Than ***%
|
***% Discount |
||||
Availability | Minutes of Unscheduled | ||||
Downtime/Per Month | |||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
***%
|
*** | ||||
Service Level System Availability | Remedy | ||||
AT&T
System Outage for greater than *** in a *** period. This excludes scheduled maintenance |
Synchronoss will apply the YTD
historical shipped and cancelled ratio to ***% of the *** forecast. |
||||
Confidential Treatment Requested | 36 |
AT&T Systems will be available for
the published AT&T operating SLAs
|
AT&T System outages that do not meet the published AT&T operating SLAs will exclude STI from all Processing Remedies in *** | ||||
1. | Scheduled System Maintenance is excluded from all SLA System Availability calculations. | ||
2. | Scheduled System Maintenance requires a written notice up to ***, but not less than *** notice to AT&T and STI Decision Makers and their subsequent consent. |
2.2 | Description for e-Mail Manager |
1. | Dual mail relay servers to deliver ***% uptime | ||
2. | Support *** email messages per day | ||
3. | *** retention of all sent email messages | ||
4. | Message sizes may not exceed *** or contain attachments |
3.0 | Order Gateway Performance Service Level Requirements (OG SLA) | |
Order Gateway under a Normal Transaction Flow (as described below) will respond to ***% of the Transactions for a Channel within *** of its receipt by the Order Gateway in any given month provided such Transaction is in the documented format and has been submitted by AT&T per the published process documentation and successfully pass STIs Order Gateway Validations (as described below). AT&T will have the responsibility to produce reports from the Order Gateway, or request such reports from STI, to measure the results and determine if this SLA is met. AT&T and STI shall mutually agree on the format of such reports. Measurement will be based on ***. STI will comply with AT&Ts requests for data in accordance with the measurement. For purposes of the OMC Contract and the MSA, ***. | ||
Normal Transaction Flow means: |
a. | The sending system emits a valid message for the activity desired
per the agreed upon schema. |
||
b. | The AT&T client is also sending messages at the rate both parties
have determined acceptable for the Channel and via the agreed upon protocol. |
||
c. | The customers systems are accepting and correctly processing
responses from the STI platform. |
Confidential Treatment Requested | 37 |
4.0 | Hosting SLA |
1. | Order Gateway and associated workflow processes - ***% system up time | ||
2. | Email Service - ***% system up time | ||
3. | Workflow Manager - ***% system up time | ||
4. | Housekeeping and other scheduled system processes e.g., Fedx Tracker job - - ***% system uptime | ||
5. | Reporting Platform - ***% system up time |
5.0 | Manual Processing SLA |
1. | ***% of all Lines of Service (LOS) received by STI in a one-month period will be entered into the AT&T defined system of record within the shipping cut off window. | ||
2. | ***% of LOS received by STI in a one-month period will be entered by STI correctly into the order entry and billing systems of record as it was received by STIs ASP Solution. Orders that deviate from AT&T eCommerce Shipped As Ordered (SAO) policy will be excluded from the SLA and remedies in this document. | ||
3. | Inbound Call Handling Service Levels |
a. | Less than ***% of all calls offered in a given month will be abandoned | ||
b. | ***% of calls offered to an agent will be answered in less than *** by a live agent, during the normal inbound call operating hours per business day. | ||
c. | ***% of the hours within the normal daily business operating hours for inbound calls, will have an ASA of less than *** |
Confidential Treatment Requested | 38 |
6.0 | Assumptions |
1. | Service levels apply only to transactions that are received and processed through the Order Gateway and OMC. | |
2. | SLA and remedies do not apply when latency or system issues are experienced with AT&T or Third Party Vendor systems, e.g.: Care, Telegence, Siebel, NBO, Oracle, other Back Office Systems. | |
3. | Remedies not identified in this document may require further negotiation on the service price per transaction. | |
4. | AT&T must maintain Account Payable terms better than *** or all remedies are forfeited for that period. | |
5. | STI is not eligible for any bonus if any other of the Service Levels is missed for ***. Once Synchronoss is back within service levels the premium charge for exceeding SLA would apply. |
Confidential Treatment Requested | 39 |
1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Synchronoss Technologies, Inc. for the quarter ended March 31, 2009; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
April 9, 2010 | /s/ Stephen G. Waldis | |||
Stephen G. Waldis | ||||
Chairman of the Board of Directors, President and Chief Executive Officer |
||||
1. | I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Synchronoss Technologies, Inc. for the quarter ended March 31, 2009; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
April 9, 2010 | /s/ Lawrence R. Irving | |||
Lawrence R. Irving | ||||
Executive Vice President, Chief Financial Officer and Treasurer |
||||