Intenate Agrements from by Gupta

INTERNET AGREEMENTS?FORMS
?b. Network Connection Success Performance Standard. The  ISNC Net-
work shall achieve average successful connection rates at or above the
following Performance Standards for SPSC Customers attempting to
access the ISNC Network:
Target Performance Standard:
[*] ?successful connection? rate for VLA-type POP sites
[*] ?successful connection? rate for physical-type POP sites
Minimum Performance Standard:
[*] ?successful connection? rate for VLA-type POP sites
[*] ?successful connection? rate for physical-type POP sites
Comments:
(1) ISNC shall employ a PC-based dial/connection-tool software acceptable to
SPSC to measure the successful connection rates of the ISNC Network.
(2) ISNC shall conduct testing of the successful connection rates for the ISNC
Network on a regularly scheduled basis, but no less often than once per calendar
month. During the monthly test period, each POP site in the ISNC Network shall
be tested at least once as specified in Comment (3) below.
(3) The duration of the test period shall be at least a continuous 24 hour period
to satisfy the parties? intention of testing the ISNC Network during both daily peak
and off-peak hours. ISNC shall use a PC based dial/connection tool similar to the
Gage Access ISP poll software using a Windows 95 PC configuration, with a
standard TCP/IP stack/dialer and a mutually acceptable consumer modem. The
network will be tested by accessing at least [*] of the ISNC local access phone
numbers in the other overseas areas during the testing period.
(4) A ?successful connection? is defined as a test call in which the dial/connec-
tion-tool software calls into a designated  ISNC Network POP site, negotiates a
connection session, logs into the ISNC Network, accesses a www html test page
or pings a designated web site, and disconnects from the ISNC Network. Further,
ISNC shall use commercially reasonable efforts to ensure that the test sessions
are structured so that the dial/connection-tool software accurately recreates the
SPSC customer experience, e.g., by incorporating variables in connection rates
for different modem types, dialers, times of day, POP types (VLA and physical),
modem speed and SPSC-specific login procedures.  Although Modem incompat-
ibility problems will be excluded from the final test results, ISNC will implement a
mutually acceptable action plan to correct modem incompatibility problems that
occur with the modem types that account for the top [*] of all units sold in the
United States and Canada, as applicable.
(5) The test call shall be excluded from the calculation of overall test results if
the dial/connection-tool software establishes a connection but experiences an
error condition. By way of example, a call in which a Windows95 remote access
Service error condition is logged would not be counted as an attempted call in the
tabulation of test results.248 CONVEYANCING, DRAFTING & DEEDS [PART I
(6) The successful connection rates shall be calculated as follows:
(a) First, the overall  ?successful connection? rate for each physical and
VLA-type POP sites shall be determined on a POP-by-POP basis by
(A) tabulating the total number of test calls initiated by the dial/connec-
tion-tool software and the corresponding number of successful con-
nections reported by the dial/connection-tool software, (B) adjusting
the total number of test calls downward for any dial/connection tool
software error conditions, and (C) dividing the number of test calls that
achieved successful connections by the total number of test calls. By
way of example, assume the ISNC Network had only 2 physical-type
POPs and the dial/connection-tool software tests yielded the following
results:
POP  Total Adjusted Successful Successful
Test Total Connections Connection
Calls Test Rate Calls
<S> <C> <C> <C> <C>
# 1 30 29 27 93.1
# 2 38 38 36 94.7
Totals 68 67 63 94.0
(b) Second, the weighted average of the ?successful connection? rate shall
be calculated for all POPs of one type in the ISNC Network.  This weighted
average shall be calculated based on the number of ports at each POP .
By way of example, assuming the ISNC Network only had 2 physical-
type POPs with the following number of ports and achieved the suc-
cessful connection rates as calculated in Comment (6)(a) above, the
weighted average for this 120 port physical POP network as a whole
would be 0.9406 (or 94.06%) as indicated in the following table:
POP POP Port Weighting Weighted
Successful Count at Factor Average
Connection applicable (based on Successful
Rate POP number Connection
of ports) Rate
<S> <C> <C> <C> <C>
# 1 93.1 48  .4 37.24
# 2 94.7  72 .6 56.82
Totals 94.0 120 1.0 94.06%
A separate weighted average calculation would be performed for VLA-type
POPs in the ISNC Network.
(c) Finally, the overall weighted average successful connection rate for the
ISNC Network as calculated above would be compared to the appli-
cable Performance Standard to determine whether or not  ISNC hadPART I] INTERNET AGREEMENTS?FORMS 249
achieved its Network Connection Success performance goal for the ap-
plicable calendar month. By way of example, a comparison of the
weighted average successful connection rate of [*] for the above physi-
cal POPs to the physical-type POP Target Performance Standard of [*]
and the Minimum Performance Standard of [*] reflects that  ISNC has
satisfied both performance standards in this performance metric.
(7)  The monthly ISNC Network successful connection test results will be re-
ported to SPSC as required pursuant to the Agreement. Each POP-type category
(i.e., VLA and physical) must satisfy its respective performance standard for the
ISNC Network to satisfy this performance standard.
(8)   ISNC will develop within one week and execute a corrective action plan
acceptable to SPSC to bring into conformance with the applicable Performance
Standard any Point of Presence that falls below a [*] successful connection rate. If
ISNC?s corrective action plan requires that it obtain network services from third
parties, then the timetable for the execution of such plan will take into consider-
ation the delivery dates for such third party services. ISNC?s failure or inability to
execute the corrective action plan to remedy the problem shall be deemed to be a
failure to satisfy the applicable Performance Standard for this measure.
(9)  From time to time, the parties shall evaluate the level of this performance
standard compared to the network successful connection rates achieved by other
high quality Internet service providers as provided in Exhibit ?A?, Section C.1. ?
4. Except as otherwise provided in this Amendment, the terms and conditions
of the Agreement remain in full force and effect.
IN  WITNESS  WHEREOF, the parties have executed and delivered this Amend-
ment as of the Effective Date and it shall be deemed accepted and made in[Place
of execution].
SIGNED SEALED AND DELIVERED
BY THE PARTIES IN THE PRESENCE OF
W I T N E S S E S :-
1.
2.
PRICING PLAN ADDENDUM NO. 1 PURSUANT  TO INTERNET ACCESS
SERVICES AGREEMENT
Name of Plan: ?SPSC 6 Month Prepaid Plan?
(a) Usage and Customer Charges. SPSC will charge a new Customer (i.e.,
one who is not currently registered with SPSC for full Internet access) [*] in ad-
vance for [*] months of unlimited network usage, apportionable to one free month
of full Internet access followed by 6 months of full Internet access at the rate of [*]/
month. Existing full Internet access Customers switching from another SPSC plan
to this Prepaid Plan will be charged [*] in advance for 6 months of full Internet
access, apportionable at the rate of [*]/month.250 CONVEYANCING, DRAFTING & DEEDS [PART I
(b) Service Charges. As a part of the Monthly Reconciliation Process, ISNC
will invoice SPSC for, and SPSC will pay ISNC, [*] for each SPSC Customer that
subscribes to this Prepaid Plan during the applicable month.
(c) Additional SPSC Compensation. Additionally, as a part of the Monthly
Reconciliation Process, ISNC will pay SPSC an [*] ?commission? for each Cus-
tomer who previously signed up for this Prepaid Plan and has been active on the
service for at least three successive full months of service. Customers who have
converted from a Package Plan to this Prepaid Plan after 60 days of active paid
service will not be included in the calculation of the foregoing commission pay-
able by ISNC for this Prepaid Plan.
(d) Cancellation. If a Customer under this Prepaid Plan cancels before comple-
tion of the full 6  month ?paid? term, then they will be treated as an SPSC Unlim-
ited Package Plan customer (i.e., [*]/month for unlimited use) and refunded ac-
cordingly. By way of example, an existing Customer who canceled on or before
the third anniversary date would be refunded [*]. A new Customer will receive
credit for the first free month, so if they canceled on or before the third anniver-
sary date they would be refunded [*] for the four remaining months that were not
used.
(e) Continuation of Services.  When customers sign up for this Prepaid plan
they will be notified that they will revert to SPSC?s Unlimited Package Plan at the
end of the subscription period (i.e., currently [*]/month for unlimited use).
Effective Date: [Date]
SPSC Corporation Internet Service Network Corporation
By: /s/ [Name] . . . . . . . . . . . . . . . . . . . .   By: [Name] . . . . . . . . . . . . . . . . . . . . . . . . .
Title: Executive Vice President Title:  VP & CFO
ATTACHMENT ?D-1?
PACKAGE AND PREPAID PRICING PLANS
A.   PACKAGE PLAN
1. ?SPSC Unlimited Plan?
(a) Usage and Customer Charges. The Customer will pay SPSC [*]/
month in advance for unlimited usage on a month-to-month ba-
sis.
(b) Service Charges. As a part of the Monthly Reconciliation Pro-
cess, ISNC will invoice SPSC for, and SPSC will pay ISNC, [*] for
each SPSC Unlimited Plan Customer that subscribed to such plan
during the applicable month.
(c) Additional SPSC Compensation. Additionally, as a part of the
Monthly Reconciliation Process, ISNC will pay SPSC a [*] ?com-
mission? for each Customer who reviously signed up for the SPSC
Unlimited Plan and has paid for at least two successive full months
of service.PART I] INTERNET AGREEMENTS?FORMS 251
ATTACHMENT ?D-2?
FORM OF PLAN AMENDMENT UNDER
INTERNET ACCESS SERVICES AGREEMENT DATED [Date]
Name of Plan:
Category of Plan (circle one): Standard   Package
Prepaid  Usage and Customer Charges: [TBD]
Service Charges: As a part of the Monthly Reconciliation Process, ISNC will
invoice SPSC for, and SPSC will pay ISNC, Rs.___  per each SPSC Plan Cus-
tomer who subscribed to such plan during the applicable month.
Additional  SPSC Compensation. Additionally, as a part of the Monthly
Rconciliation Process,  ISNC will pay SPSC a Rs.__ commission for each Cus-
tomer who previously subscribed for the Plan if such Customer has not canceled
such subscription during the first _____ full months of service under such plan.
The amount and timing of the payment of this commission will be reviewed, and if
mutually agreed upon, reset by ISNC and SPSC every ___ months.
Cancellation Provisions: [TBD]
Former Plan replaced by this Plan (if applicable):  [TBD]
Other terms and conditions: [TBD]
This Plan Amendment is effective as of [Date]______________ and subject to
all of the terms and conditions of the Agreement.
SPSC Corporation Internet Service Network Corporation
By: . . . . . . . . . . . . . . . . . . . By:. . . . . . . . . . . . . . . . .
Officer: . . . . . . . . . .  . . . . . Officer: . . . . . . . . . . . . .
Title:  . . . . . . . . . . . . . . . . . Title: . . . . . . . . . . . . . . .
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W W W W Website Design Contract ebsite Design Contract ebsite Design Contract ebsite Design Contract ebsite Design Contract
Used in conjunction with the Website Planning Worksheet which should also
be printed out by the client. If you are ordering an online store, also print out the
Store Planning Worksheet.
Contact Name _________________________________________________
Phone _______________________ FAX __________________________
Company/Client ________________________________________________
Address ______________________________________________________
_____________________________________________________________
City ________________ State __________ ZIP ______ Country _________
E-mail address _________________________________________________
Present WWW URL (if any):252 CONVEYANCING, DRAFTING & DEEDS [PART I
_____________________________________________________________
Username _____________________ Password ______________________
Our desire is to delight the client. One way is to make clear our understand-
ings with each other. These are the terms of our agreement together:
1. Authorisation. The above-named client is engaging Infoway Internet Ser-
vices, a sole proprietor, located at[Address], as an independent contractor for the
specific project of developing and/or improving a World Wide website to be in-
stalled on the client?s web space on a web hosting service?s computer. The client
hereby authorises  Infoway Internet Services to access this account, and authorises
the web hosting service to provide Infoway Internet Services with ?write permis-
sion? for the client?s webpage directory, cgi-bin directory, and any other directo-
ries or programs which need to be accessed for this project. The client also
authorises Infoway Internet Services to publicise their completed website to Web
search engines, as well as other Web directories and indexes.
2. Standard Website Package Elements. (For Standard Website Packages
Only. Cross out for online stores.) Infoway Internet Services includes the following
elements in their Standard Website Packages:
? E-mail/phone consultation (Up to 2 hours total general Internet orien-
tation education, marketing strategy, Web design consultation, and help-
ing clients learn to use their own webpage editor. Telephone long dis-
tance charges are in addition to package rates quoted.  Additional edu-
cation and consultation is at our hourly rate.)
? Words of text supplied by the client (200 words per page approximate
maximum if not supplied via diskette. webpages of more than 1,200 words
of text may be subject to additional fees, especially if they require a
great deal of formatting.)
? Links to external pages, up to an average of 2.5 per page.
? Custom Graphics Package. Masthead graphic on first page (simple
custom graphic incorporating company logo). Top-of-page graphic for all
other pages in your website. Colorful lines and bullets, and colored and
textured background.
? Photos and other misc. graphic images supplied by client (up to an
average of 1.3 included per page in standard websites and ?regular?
online store pages, in addition to masthead and top-of-page graphic.
Color originals larger than 5″ x 8″ are extra).
? Installation of webpages on the client?s web hosting service.
? Minor updates and changes to existing webpages for six months, sub-
ject to the limits outlined below. Additional changes billed at hourly rate.
For online stores, this includes only ?regular? pages, not product pages
or the ordering system pages.
? Site publicity to at least a dozen major Web search engines, such as
Yahoo, MSN,InfoSeek, WebCrawler, Lycos etc.
? E-mail response link on each webpage to any e-mail address the cli-
ent designates.PART I] INTERNET AGREEMENTS?FORMS 253
? Feedback or guest book form (Basic CGI program included. Includes
up to 20 fields. Extra charges may be incurred if the client?s web hosting
service does not use a Unix operating system. Not included in the pack-
age price for sites smaller than 6 pages. This is not included in online
stores, since the shopping cart software is a functional equivalent.)
? Image Map for internal navigation (Not included in the package price for
sites smaller than 6 pages.)
3. Standard Website Packages only. (Cross out this section for online stores.)
The content of the webpages will be supplied by the client and executed as speci-
fied by the client in the ?Website Planning Worksheet? dated _______________.
This website includes up to ___________ webpages. In case the client desires
additional standard webpages beyond the original number of pages specified
above, the client agrees to pay Infoway Internet Services an additional [Amount]
for each additional webpage. Graphics or photos beyond the allowed average of
1.3 per webpage shall be billed at an additional [Amount]  each. Where custom
graphic work (beyond the scope of the  ?Custom Graphics Package? detailed above)
is requested, it will be billed at the hourly rate specified below. The store size and
additional services, and prices of each are detailed on the attached estimate.
4. On-line stores only. (Cross out this section for Standard Website Pack-
ages.) The text and graphic content of the webpages will be supplied by the client
and executed as specified by the client in the  ?webpage Planning Worksheet?
dated _______________. and the Store Planning Worksheet dated ____________.
It is understood that total prices calculated below are likely to vary from the final
amount due to different quantities of products, categories, photos, regular pages,
etc. in the final store. An Estimate from  Infoway Internet Services dated __________
is attached to this document and governs the prices for this contract. Notwith-
standing any prices listed in literature or on webpages, the client and  Infoway
Internet Services agree that the services described above in this section shall be
completed for [Amount] and upon this amount the first payment shall be deter-
mined. The final payment shall reflect and include all elements actually completed
at the prices attached.
We include e-mail/phone consultation of up to 2 hours total general Internet
orientation education, marketing strategy, Web design consultation, and helping
clients learn to use the store software. Telephone long distance charges are in
addition to package rates quoted. Additional education and consultation is at our
hourly rate.)
Product webpages, products, or photos added after the store is ready for ad-
vertising to the Web search engines will be calculated for actual time spent at the
hourly rate specified below.
5. Maintenance and Hourly Rate. This agreement includes minor webpage
maintenance to regular webpages (not store product pages) over a six-month
period, including updating links and making minor changes to a sentence or para-
graph. It does not including removing nearly all the text from a page and replacing
it with new text. If the client or an agent other than  Infoway Internet Services
attempts updating the client?s pages, time to repair webpages will be assessed at
the hourly rate, and is not included as part of the updating time. The six-month
maintenance period commences upon the date the client signs this contract. 254 CONVEYANCING, DRAFTING & DEEDS [PART I
Changes requested by the client beyond those limits will be billed at the hourly
rate of [Amount] . This rate shall also govern additional work authorized beyond
the maximums specified above for such services as general Internet orientation
education, marketing consulting, webpage design, editing, modifying product pages
and databases in an online store, and art, photo, graphics services, and helping
clients learn how to use their own webpage editor. CGI programming charges (if
any) are not included in this rate.
6. Changes to Submitted Text. Please send us your final text. Time required
to make substantive changes to client-submitted text after the webpages have
been constructed will be additional, billed at the hourly rate.
7. Web Hosting. The client understands that any web hosting services require
a separate contract with a web hosting service. The client agrees to select a web
hosting service which allows Infoway Internet Services full access to the website
and a cgi-bin directory via FTP and telnet.  The client further understands that if
the web hosting service?s operating system is not a Unix system, standard CGI
software may not work, and providing a substitute may incur additional charges.
8. Completion Date. Infoway Internet Services and the client must work to-
gether to complete the website in a timely manner. We agree to work expedi-
tiously to complete the website no later than _________________________.
If the client does not supply Infoway Internet Services complete text and graph-
ics content all webpages contracted for within six weeks of the date this contract
was signed, the entire amount of the contract becomes due and payable. If the
client has not submitted complete text and graphics content within two months
after signing of this contract, an additional continuation fee of 10% of the total
contract price will also be assessed each month until the website is advertised.
9. Payment of Fees. Fees to Infoway Internet Services are due and payable
on the following schedule: 50% upon signing this contract, 50% when the webpages
have been constructed according to the client?s original written specifications. If
the total amount of this contract is less than [Amount], the total amount shall be
paid upon signing this contract.  In case the client has not secured Web space on
a web hosting service by the time the webpages are completed, the webpages
may be delivered to the client on diskette or attached to an e-mail message. Ad-
vertising the pages to Web search engines and updating occur only after the final
payment is made. All payments will be made in [Currency Name].
10. Assignment of Project. Infoway Internet Services reserves the right to
assign subcontractors to this project to insure the right fit for the job as well as on-
time completion.
11. Legal Stuff. Infoway Internet Services does not warrant that the functions
contained in these webpages or the Internet website will meet the client?s require-
ments or that the operation of the webpages will be uninterrupted or error-free.
The entire risk as to the quality and performance of the webpages and website is
with client. In no event will Infoway Internet Services be liable to the client or any
third party for any damages, including any lost profits, lost savings or other inci-
dental, consequential or special damages arising out of the operation of or inabil-
ity to operate these webpages or website, even if Infoway Internet Services has
been advised of the possibility of such damages. If any provision of this agree-PART I] INTERNET AGREEMENTS?FORMS 255
ment shall be unlawful, void, or for any reason unenforceable, then that provision
shall be deemed severable from this agreement and shall not affect the validity
and enforceability of any remaining provisions.
12. Copyrights and Trademarks. The client represents to  Infoway Internet
Services and unconditionally guarantees that any elements of text, graphics, pho-
tos, designs, trademarks, or other artwork furnished to Infoway Internet Services
for inclusion in webpages are owned by the client, or that the client has permis-
sion from the rightful owner to use each of these elements, and will hold harm-
less, protect, and defend Infoway Internet Services and its sub-contractors from
any claim or suit arising from the use of such elements furnished by the client.
13. Laws Affecting Electronic Commerce. From time to time governments
enact laws and levy taxes and tariffs affecting Internet electronic commerce. The
client agrees that the client is solely responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend  Infoway Internet
Services and its sub-contractors from any claim, suit, penalty, tax, or tariff arising
from the client?s exercise of Internet electronic commerce.
14. Copyright to Webpages. Copyright to the finished assembled work of
webpages produced by Infoway Internet Services is owned by Infoway Internet
Services. Upon final payment of this contract, the client is assigned rights to use
as a website the design, graphics, and text contained in the finished assembled
website. Rights to photos, graphics, source code, work-up files, and computer
programs are specifically not transferred to the client, and remain the property of
their respective owners.  Infoway Internet Service and its sub-contractors retain
the right to display graphics and other Web design elements as examples of their
work in their respective portfolios.
15. Payment of fees. In order for Infoway Internet Services to remain in busi-
ness, payments must be made promptly. Delinquent bills will be assessed a
[Amount] charge if payment is not received within 10 days of the due date. If an
amount remains delinquent 30 days after its due date, an additional 5% penalty
will be added for each month of delinquency. Infoway Internet Services reserves
the right to remove webpages from viewing on the Internet until final payment is
made. In case collection proves necessary, the client agrees to pay all fees in-
curred by that process. This agreement becomes effective only when signed by
Infoway Internet Services. Regardless of the place of signing of this agreement,
the client agrees that for purposes of venue, this contract was entered into in
[Country Name] , and any dispute will be litigated or arbitrated in [Country Name].
Please pay on time.
16. Sole Agreement. This agreement  constitutes the sole agreement be-
tween Infoway Internet Services and the client regarding this website. Any addi-
tional work not specified in this contract must be authorized by a written change
order. All prices specified in this contract will be honored for six (6) months after
both parties sign this contract. Continued services after that time will require a
new agreement.
18. Initial Payment and Refund Policy.
(1) The total amount of this contract is [Amount].256 CONVEYANCING, DRAFTING & DEEDS [PART I
(2) This agreement begins with an initial payment of [Amount] . If the client
halts work and applies by registered letter for a refund within 30 days, to
the Director of  Infoway Internet Services, [Address] , work completed
shall be billed at the hourly rate stated above, and deducted from the
initial payment, the balance of which shall be returned to the client. If, at
the time of the request for refund, work has been completed beyond the
amount covered by the initial payment, the client shall be liable to pay
for all work completed at the hourly rate stated above. No portion of this
initial payment will be refunded unless written application is made within
30 days of signing this contract.
(3) The undersigned agrees to the terms of this agreement on behalf of his
or her organization or business.
On behalf of the client (authorised signatory):
_______________________________________ Date ________________
On behalf of Infoway Internet Services (authorised signatory)
_______________________________________ Date ________________
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W W W W Website Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agreement eement eement eement eement
Contact Name [Client]:
Company:
Address:
City/State/Zip/Country
Phone:
Fax:
E-mail:
URL (if present)
[We wish to make clear our understandings with each other. These are the terms of
our agreement together:]
?1. Approval and authorisation. The named Client above is engaging Santro
Designs to design a website or perform project assignments per Client?s instruc-
tions..  The Client hereby authorizes Santro Designs to access this account, andPART I] INTERNET AGREEMENTS?FORMS 257
authorises the  Internet Service Provider to provide Santro Designs with  ?write
permission? for the Client?s web page directory,  and any other directories or pro-
grams which need to be accessed for this project.  The Client also authorizes
Santro Designs to publicize their completed website to Web search engines, as
well as other Web directories and indexes.
2. Term of Agreement. Term of this agreement is defined as from the start,
through completion of, including compensation in full, of the original web site or
project as put forth by Client at the outset of the project, and is to include any
extensions of new additions, maintenance, and updates to the web site or project
on a project assignment basis which shall follow the guidelines of this agreement.
3. Basic Website Package Elements. Santro Designs includes the following
elements in their Basic Website Package:
? E-mail/phone consultation for planning and site organization, general
Internet orientation education, marketing strategy, Web design consul-
tation, and helping Clients learn to use their own Web page as a market-
ing tool.
? Design and layout include graphics, photographs, and animated im-
ages.
? Custom-designed Masthead Graphic  for first page (simple custom
graphic incorporating company logo). Top-of-page graphic for all other
pages in your website. Colorful lines and bullets, and colored and tex-
tured background.  Other custom graphics or computer art by a com-
puter artist are additional costs, but may set the tone for the Web site, as
deemed feasible by Client.
? Photos and other misc. graphic images supplied by Client or by Santro
Designs.  Clip art, stock photos, background image, lines and bullets would
be incorporated on pages to enhance the quality appearance of the
Web page, but not over-crowd it with  ?difficult to download? graphics
Coloured balls, arrows, pointers, and  ?updated? or  ?new? markers are
also available.
? Customized  Type Fonts may be developed for Client on certain pages,
as deemed appropriate by Santro Designs in creating a Web page?s
appearance.
? Multimedia features, such as sound, and/or video clips are Web page
elements that enhance a site and can be included (at additional cost
unless submitted to us in ?ready? format).
? Words of text should be supplied by the Client via email or diskette.
Web pages of more than 1,200 words of text may be subject to addi-
tional fees, especially if they require a great deal of formatting.).  Santro
Designs will do layout and design of text, including editing and format-
ting of submitted text.
? Links to external pages, up to an average of 2 per page.
? Navigational Links will be included on every page (text, or buttons)
and business contact information.
G : CDD (Vol. 4) ? 17258 CONVEYANCING, DRAFTING & DEEDS [PART I
? Web site publishing.  Santro Designs will work with Client?s ISP host
service to set up and upload Client?s Web site.
? Web site maintenance. Minor updates and changes to existing Web
pages for six months. (Includes up to one hour per page total, subject to
the limits outlined below. Additional changes billed at hourly rate. For
online stores, this includes only ?regular? pages, not product pages or
the ordering system pages.)
? Web marketing. Site submission to at least a dozen major Web search
engines, such as [Names]. .
? E-mail response link on each Web page to any e-mail address the
Client designates.
? Response Form: Feedback or guest book form (Basic CGI program
included.  Extra charges may be incurred if the Client?s Internet Service
Provider does not use a Unix operating system. Not included in the pack-
age price for sites smaller than 6 pages. This is not included in online
stores, since the shopping cart software is a functional equivalent.)
? Image Map for internal navigation (Not included in the package price for
sites smaller than 6 pages.)
? Advanced Web design is structured at hourly rates.
4. Basic Website  Terms. The content of the Web pages should be supplied by
the Client.  This website includes 6 Web pages and additional ___________ Web
pages.  In case the Client desires additional standard Web pages beyond the original
number of pages specified above, the Client agrees to pay Santro Designs an
additional [Amount] for each additional Web page. Where custom graphic work is
requested, it will be billed at the hourly rate specified below.
5. Maintenance and Hourly Rate. This agreement includes minor Web page
maintenance to regular Web pages (not store pages) over a six-month period up
to an average of one hour per regular page, including updating links and making
minor changes to a sentence or paragraph. It does not including removing nearly
all the text from a page and replacing it with new text. If the Client or an agent
other than Santro Designs attempts updating the Client?s pages, time to repair
Web pages will be assessed at the hourly rate, and is not included as part of the
updating time. The six-month maintenance period commences upon the date the
Client signs this contract.  Changes requested by the Client beyond those limits
will be billed at the hourly rate of [Amount].  This rate shall also govern additional
work authorized beyond the maximums specified above for such services as gen-
eral Internet orientation education, marketing consulting, Web page design, edit-
ing, modifying product pages and databases in an online store, and art, photo,
graphics services, and helping Clients learn how to use their own Web page edi-
tor.
6. Project Scope.  Web site project is to be laid out and described between
Client and Santro Designs in writing, and the responsibilities of Santro Designs
shall be limited to those, including pages, logo, icons, and other graphics, liason
with Host ISP and assistance with transaction facilities and utilities.
7. Changes to Submitted Text. Please send us your text or final approval on
text. Time required to make substantive changes to Client-submitted text after thePART I] INTERNET AGREEMENTS?FORMS 259
Web pages have been constructed will be additional, billed at the hourly rate.
Client is allowed (2) edits of created work, after which additional hourly rates will
be incurred on further text and/or page changes.
8. ISP. The Client understands that any Internet Service Provider (ISP) ser-
vices require a separate contract with the ISP of the Client?s choice. The Client
agrees to select an ISP which allows Santro Designs full access to the website
FTP and telnet. The Client further understands that if the ISP?s operating system
is not a Unix system, the response form software will not work, and providing a
substitute will incur additional charges.
9. Completion Date. Santro Designs and the Client must work together to
complete the website in a timely manner. We agree to work expeditiously to com-
plete the website no later than _______________If the Client does not supply
Santro Designs complete text and graphics content all Web pages contracted for
within six weeks of the date this contract was signed, the entire amount of the
contract becomes due and payable. If the Client has not submitted complete text
and graphics content within two months after signing of this contract, an addi-
tional continuation fee of 10% of the total contract price will also be assessed
each month until the website is advertised.
10. Payment of Fees. Fees to Santro Designs are due and payable on the
following schedule: 50% upon signing this contract, 50% when the Web pages
have been constructed according to the Client?s original written specifications.  In
case the Client has not secured Web space on an Internet Service Provider com-
puter by the time the Web pages are completed, the Web pages may be delivered
to the Client on diskette or attached to an e-mail message. Advertising the pages
to Web search engines and updating occur only after the final payment is made.
All payments will be made in [Currency name]..
In order for Santro Designs to remain in business, payments must be made
promptly. Delinquent bills will be assessed a [Amount}  charge if payment is not
received within 10 days of the due date. If an amount remains delinquent 30 days
after its due date, an additional 5% penalty will be added for each month of delin-
quency. Santro Designs reserves the right to remove Web pages from viewing on
the Internet until final payment is made. In case collection proves necessary, the
Client agrees to pay all fees incurred by that process. Regardless of the place of
signing of this agreement, the Client agrees that for purposes of venue, this con-
tract was entered into in [Country name] , and any dispute will be litigated or
arbitrated in [Country name]. Please pay on time.
11. Assignment of Project. Santro Designs reserves the right to assign sub-
contractors to this project to insure the right fit for the job as well as on-time
completion.
12. Copyrights and Trademarks. The Client represents to Santro Designs
and unconditionally guarantees that any elements of text, graphics, photos, de-
signs, trademarks, or other artwork furnished to Santro Designs for inclusion in
Web pages are owned by the Client, or that the Client has permission from the
rightful owner to use each of these elements, and will hold harmless, protect, and
defend Santro Designs and its sub-contractors from any claim or suit arising from
the use of such elements furnished by the Client.260 CONVEYANCING, DRAFTING & DEEDS [PART I
13. Laws Affecting Electronic Commerce. From time to time governments
enact laws and levy taxes and tariffs affecting Internet electronic commerce. The
Client agrees that the Client is solely responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend Santro Designs and
its sub-contractors from any claim, suit, penalty, tax, or tariff arising from the Client?s
exercise of Internet electronic commerce.
14. Copyright to Web Pages. Copyright to the finished assembled work of
Web pages produced by Santro Designs is owned by Santro Designs. Upon final
payment of this contract, the Client is assigned rights to use as a website the
design, graphics, and text contained in the finished assembled website. Rights to
photos, graphics, source code, work-up files, and computer programs are specifi-
cally not transferred to the Client, and remain the property of their respective
owners. Santro Designs and its subcontractors retain the right to display graphics
and other Web design elements as examples of their work in their respective
portfolios.
15. Sole Agreement. The agreement  constitutes the sole agreement between
Santro Designs and the Client regarding this website. Any additional work not
specified in this contract must be authorized by a written change order. All prices
specified in this contract will be honored for six (6) months after both parties sign
this contract. Continued services after that time will require a new agreement.
16. Initial Payment and Refund Policy. The total amount of this contract is
[Amount]. This agreement begins with an initial payment of [Amount].  If the Client
halts work and applies by registered letter for a refund within 30 days, to the
Director of Client Services, Santro Designs at [Address].  Work completed shall
be billed at the hourly rate stated above, and deducted from the initial payment,
the balance of which shall be returned to the Client. If, at the time of the request
for refund, work has been completed beyond the amount covered by the initial
payment, the Client shall be liable to pay for all work completed at the hourly rate
stated above. No portion of this initial payment will be refunded unless written
application is made within 30 days of signing this contract.
The undersigned agrees to the terms of this agreement on behalf of his or her
organization or business.
On behalf of the Client:
_______________________________________ Date ________________
On behalf of Santro Designs
_______________________________________ Date ________________
11 11 11 11 11
W W W W Website Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agr ebsite Design and Maintenance Agreement eement eement eement eement
[Another Form]
[Used in conjunction with the Website Planning Agreement which shouldPART I] INTERNET AGREEMENTS?FORMS 261
also be printed out by the client. If you are ordering an online store, also print
out the Store Planning Worksheet.]
Contact Name _________________________________________________
Phone _________________________ FAX __________________________
Company/Client ________________________________________________
Address ______________________________________________________
_____________________________________________________________
City ____________________ State _________ ZIP ____ Country ________
E-mail address _________________________________________________
Present WWW URL (if any):
_____________________________________________________________
Username ________________ Password ____________________________
[Our desire is to delight the client. One way is to make clear our understand-
ings with each other. These are the terms of our agreement together]:
1. Authorization. The above-named client is engaging Skyline Navigator, a
sole proprietor, located at [Address] , as an independent contractor for the spe-
cific project of developing and/or improving a World Wide website to be installed
on the client?s web space on an Internet Service Provider?s computer. The client
hereby authorises Skyline Navigator to access this account, and authorises the
Internet Service Provider to provide Skyline Navigator with ?write permission? for
the client?s web page directory, CGI-bin directory, and any other directories or
programs which need to be accessed for this project. The client also authorises
Skyline Navigator to publicise their completed website to Web search engines, as
well as other Web directories and indexes.
2. Standard Website Package Elements. (For Standard Website Packages
Only. Cross out for online stores.) Skyline Navigator includes the following ele-
ments in their Standard Website Packages:
(a) E-mail/phone consultation (Up to 2 hours total general Internet orien-
tation education, marketing strategy, Web design consultation, and help-
ing clients learn to use their own Web page editor. Telephone long dis-
tance charges are in addition to package rates quoted.  Additional edu-
cation and consultation is at our hourly rate.)
(b) Words of text supplied by the client (200 words per page approximate
maximum if not supplied via diskette. Web pages of more than 1,200
words of text may be subject to additional fees, especially if they require
a great deal of formatting.)
(c) Links to external pages, up to an average of 2.5 per page.
(d) Custom Graphics Package. Masthead graphic on first page (simple
custom graphic incorporating company logo). Top-of-page graphic for all262 CONVEYANCING, DRAFTING & DEEDS [PART I
other pages in your website. Colorful lines and bullets, and colored and
textured background.
(e) Photos and other misc. graphic images supplied by client (up to an
average of 1.3 included per page in standard Web sites and ?regular?
online store pages, in addition to masthead and top-of-page graphic.
Color originals larger than 5″ x 8″ are extra).
(f) Installation of Web pages on the client?s ISP host computer.
(g) Minor updates and changes to existing Web pages for six months.
(Includes up to one hour per page total, subject to the limits outlined
below. Additional changes billed at hourly rate. For online stores, this
includes only ?regular? pages, not product pages or the ordering system
pages.)
(h) Site publicity to at least a dozen major Web search engines, such as
Yahoo, AltaVista, Infoseek, WebCrawler, Lycos, HotBot, etc.
(i) E-mail response link on each Web page to any e-mail address the
client designates.
(j) Feedback or guest book form (Basic CGI program included. Includes
up to 20 fields. Extra charges may be incurred if the client?s Internet
Service Provider does not use a Unix operating system. Not included in
the package price for sites smaller than 6 pages. This is not included in
online stores, since the shopping cart software is a functional equiva-
lent.)
(k) Immage Map for internal navigation (Not included in the package price
for sites smaller than 6 pages.)
3. Standard Website Packages only. (Cross out this section for online stores.)
The content of the Web pages will be supplied by the client and executed as
specified by the client in the  ?Website Planning Worksheet? dated ______________.
This website includes up to ___________ Web pages. In case the client desires
additional standard Web pages beyond the original number of pages specified
above, the client agrees to pay Skyline Navigator an additional  [Amount] for each
additional Web page. Graphics or photos beyond the allowed average of 1.3 per
Web page shall be billed at an additional [Amount]  each. Transparencies incur an
extra charge of [Amount]  each. Where custom graphic work (beyond the scope of
the ?Custom Graphics Package? detailed above) is requested, it will be billed at
the hourly rate specified below.
4. Standard and Additional Services. This describes any additions to the
client desires from the Standard Website Package services outlined in items 2
and 3 above:
1) Majordomo newsletter set-up Amount
2) Additional form-to-email response form Amount
3) Secure browser order retrieval software and set-up Amount
4) Forms-to-database software and set-up Amount
5) Left-side menu in addition to bottom image map AmountPART I] INTERNET AGREEMENTS?FORMS 263
6) Frames Set-Up Amount
7) Surcharge for clients outside North America to cover
increased communication time and expenses. Amount
8) Site Marketing Services Amount
9) Standard Website Package described in Sec. 3 above Amount
10) Total Standard & Additional Items Amount
5. (1) Online stores only. (Cross out this section for Standard Website Pack-
ages.) The text and graphic content of the Web pages will be supplied by the
client and executed as specified by the client in the  ?Web Page Planning Worksheet?
dated ______________. and the Store Planning Worksheet dated _____________.
The Store Pricing Sheet last updated _________________ becomes an adden-
dum to this contract to govern prices which are not stipulated in this contract.  It is
understood that total prices calculated below are likely to vary from the final amount
due to different quantities of products, categories, photos, regular pages, etc. in
the final store.
Initial Online Store Price Calculations
1) Store-Building Software Amount
2) Installation and Configuration of Software,
Basic Advertising Amount
3) Product Categories and Subcategories, Link and
Product Pages Amount
4) ?Regular? Hand-Designed Pages Amount
5) Response forms (optional, in addition to store
ordering system) Amount
6) Product Information Database Configuration and
Preparation (hourly estimate) Amount
7) Per Product Prices Amount
8) Per Option Prices Amount
9) Photos (Stage __Print ___Digitized ____Web-Ready) Amount
10) Search Engine Amount
11) Real-time credit card authorization integration,
accounting integration, 12) inventory integration, etc. Amount
13) Digital Certificate interface with VeriSign or Thawte
(optional) Amount
Amount
Tax @ ?%  on delivery of software or data by other than
electronic means) Amount
Total Amount264 CONVEYANCING, DRAFTING & DEEDS [PART I
(2) Notwithstanding any prices listed in literature or on Web pages, the client
and Skyline Navigator agree that the services described above in this section
shall be completed for [Amount] and upon this amount the first payment shall be
determined. The final payment shall reflect and include all elements actually com-
pleted at the prices attached.
(3) Product Web pages, products, or photos added after the store is ready for
advertising to the Web search engines will be calculated for actual time spent at
the hourly rate specified below.
6. Maintenance and Hourly Rate. This agreement includes minor Web page
maintenance to regular Web pages (not store pages) over a six-month period up
to an average of one hour per regular page, including updating links and making
minor changes to a sentence or paragraph. It does not include removing nearly all
the text from a page and replacing it with new text. If the client or an agent other
than Skyline Navigator attempts updating the client?s pages, time to repair Web
pages will be assessed at the hourly rate, and is not included as part of the updat-
ing time. The six-month maintenance period commences upon the date the client
signs this contract. Changes requested by the client beyond those limits will be
billed at the hourly rate of  [Amount]  This rate shall also govern additional work
authorised beyond the maximums specified above for such services as general
Internet orientation education, marketing consulting, Web page design, editing,
modifying product pages and databases in an online store, and art, photo, graph-
ics services, and helping clients learn how to use their own Web page editor.
7. Changes to Submitted Text. Please send us your final text. Time required
to make substantive changes to client-submitted text after the Web pages have
been constructed will be additional, billed at the hourly rate.
8. ISP. The client understands that any Internet Service Provider (ISP) ser-
vices require a separate contract with the ISP of the client?s choice. The client
agrees to select an ISP which allows Skyline Navigator full access to the website
and a CGI-bin directory via FTP and telnet.  The client further understands that if
the ISP?s operating system is not a Unix system, the response form software will
not work, and providing a substitute will incur additional charges.
9.1. Completion Date. Skyline Navigator and the client must work together to
complete the website in a timely manner. We agree to work expeditiously to com-
plete the website no later than _________________________.
9.2  If the client does not supply Skyline Navigator complete text and graphics
content all Web pages contracted for within six weeks of the date this contract
was signed, the entire amount of the contract becomes due and payable. If the
client has not submitted complete text and graphics content within two months
after signing of this contract, an additional continuation fee of 10% of the total
contract price will also be assessed each month until the website is advertised.
10. Payment of Fees. Fees to Skyline Navigator are due and payable on the
following schedule: 50% upon signing this contract, 50% when the Web pages
have been constructed according to the client?s original written specifications. If
the total amount of this contract is less than [Amount]  , the total amount shall be
paid upon signing this contract.  In case the client has not secured Web space on
an Internet Service Provider computer by the time the Web pages are completed,PART I] INTERNET AGREEMENTS?FORMS 265
the Web pages may be delivered to the client on diskette or attached to an e-mail
message. Advertising the pages to Web search engines and updating occur only
after the final payment is made. All payments will be made in [Currency Name]. .
11. Assignment of Project. Skyline Navigator reserves the right to assign
sub-contractors to this project to insure the right fit for the job as well as on-time
completion.
12. Legal Stuff. Skyline Navigator does not warrant that the functions con-
tained in these Web pages or the Internet website will meet the client?s require-
ments or that the operation of the Web pages will be uninterrupted or error-free.
The entire risk as to the quality and performance of the Web pages and website is
with client. In no event will Skyline Navigator be liable to the client or any third
party for any damages, including any lost profits, lost savings or other incidental,
consequential or special damages arising out of the operation of or inability to
operate these Web pages or website, even if Skyline Navigator has been advised
of the possibility of such damages. If any provision of this agreement shall be
unlawful, void, or for any reason unenforceable, then that provision shall be deemed
severable from this agreement and shall not affect the validity and enforceability
of any remaining provisions.
13. Copyrights and Trademarks. The client represents to Skyline Navigator
and unconditionally guarantees that any elements of text, graphics, photos, de-
signs, trademarks, or other artwork furnished to Skyline Navigator for inclusion in
Web pages are owned by the client, or that the client has permission from the
rightful owner to use each of these elements, and will hold harmless, protect, and
defend Skyline Navigator and its sub-contractors from any claim or suit arising
from the use of such elements furnished by the client.
14. Laws Affecting Electronic Commerce. From time to time governments
enact laws and levy taxes and tariffs affecting Internet electronic commerce. The
client agrees that the client is solely responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend Skyline Navigator
and its sub-contractors from any claim, suit, penalty, tax, or tariff arising from the
client?s exercise of Internet electronic commerce.
15. Copyright to Web Pages. Copyright to the finished assembled work of
Web pages produced by Skyline Navigator is owned by Skyline Navigator. Upon
final payment of this contract, the client is assigned rights to use as a website the
design, graphics, and text contained in the finished assembled website. Rights to
photos, graphics, source code, work-up files, and computer programs are specifi-
cally not transferred to the client, and remain the property of their respective own-
ers. Cosmos  Internet Service and its subcontractors retain the right to display
graphics and other Web design elements as examples of their work in their re-
spective portfolios.
16. Payment of fees. In order for Skyline Navigator to remain in business,
payments must be made promptly. Delinquent bills will be assessed a  [Amount]
charge if payment is not received within 10 days of the due date. If an amount
remains delinquent 30 days after its due date, an additional 5% penalty will be
added for each month of delinquency. Skyline Navigator reserves the right to
remove Web pages from viewing on the Internet until final payment is made. In266 CONVEYANCING, DRAFTING & DEEDS [PART I
case collection proves necessary, the client agrees to pay all fees incurred by that
process. This agreement becomes effective only when signed by Skyline Naviga-
tor. Regardless of the place of signing of this agreement, the client agrees that for
purposes of venue, this contract was entered into in [Country Name].  Please pay
on time.
17. Sole Agreement. The agreement   constitutes the sole agreement be-
tween Skyline Navigator and the client regarding this website. Any additional work
not specified in this contract must be authorised by a written change order. All
prices specified in this contract will be honored for six (6) months after both par-
ties sign this contract. Continued services after that time will require a new agree-
ment.
18. Initial Payment and Refund Policy. (1) The total amount of this contract,
totaling items detailed in Paragraphs 4 and 5 above, is [Amount].
(2)This agreement begins with an initial payment of [Amount]  If the client halts
work and applies by registered letter for a refund within 30 days, to Skyline Navi-
gator, [Address]  , work completed shall be billed at the hourly rate stated above,
and deducted from the initial payment, the balance of which shall be returned to
the client. If, at the time of the request for refund, work has been completed be-
yond the amount covered by the initial payment, the client shall be liable to pay for
all work completed at the hourly rate stated above. No portion of this initial pay-
ment will be refunded unless written application is made within 30 days of signing
this contract.
The undersigned agrees to the terms of this agreement on behalf of his or her
organisation or business.
On behalf of the client:
_______________________________________ Date ________________
On behalf of Skyline Navigator
_______________________________________ Date ________________
12 12 12 12 12
W W W W Website Service Agr ebsite Service Agr ebsite Service Agr ebsite Service Agr ebsite Service Agreement eement eement eement eement
1. OVERVIEW
This Statement of Work (?SOW?) describes the agreement between IBM Glo-
bal Services and Linuxcare, where Linuxcare will provide Level 3 support and fix
distribution to IBM for Linux and Linux related products. This SOW is not a WA.
This SOW is an attachment to the IBM Customer Agreement (ICA) signed on
[Date] by Linuxcare and IBM.
2. KEY DEFINITIONS
PROBLEM RESOLUTION involves taking the appropriate steps to resolve a
request for assistance. This may include providing Error Corrections.PART I] INTERNET AGREEMENTS?FORMS 267
ERROR CORRECTIONS shall mean circumventions, work-arounds, tempo-
rary or permanent source code fixes, fix distribution technical information, how-to
assistance and other similar information.
SEVERITY involves the impact the problem has on business operations.
LEVEL 1 SUPPORT shall mean the services in response to a customer?s
initial notification of a suspected problem. These services include call-logging
and validation, determination of whether a solution is contained in product infor-
mation and a review of symptoms/solutions database for known resolutions.
LEVEL 2 SUPPORT shall mean the services to a customer to attempt to re-
produce and correct the suspected problem.
LEVEL 3 SUPPORT shall mean services provided by Linuxcare engineers to
resolve Problems.
PROBLEMS shall mean requests for Problem Resolution that are determined
to be, or are highly probable to be, the result of a design or manufacturing defect
or the result of a complex interaction between the product and another product
that cannot be resolved by IBM, and which requires product design engineering
knowledge or expertise to isolate and effect a Problem Resolution.
LINUX: Any distribution of the Linux operating system or other products sup-
ported by Linuxcare.
3. PROJECT SCOPE
IBM plans to independently market and perform product support services for
IBM customers using Linux.  Under this SOW, in consideration for the payments
described in Section 5.4, Linuxcare will provide IBM with certain technical assis-
tance which will facilitate IBM?s ability to provide such support services. IBM will
be responsible for providing Level 1 and Level 2 support to the IBM customers in
an attempt to resolve customer problems. Linuxcare will provide IBM access to
certain Linuxcare technical databases, information and materials as described in
Section 4.1 for IBM?s use in providing such Level 1 and Level 2 support. Linuxcare
also will be responsible for providing Level 3 support to IBM to isolate and resolve
source code defects, resolve complex technical issues and provide fixes in fur-
therance of IBM?s support services to IBM customers.
4. LINUXCARE RESPONSIBILITIES
4.1 PRODUCT
Provide to IBM for IBM?s internal use only:
? Access to existing Linuxcare technical informational databases and tech-
nical informational archives.
? A complete listing of all components included in supported Linux and
the scope of support for each of the components.
4.2  TECHNICAL ASSISTANCE
Linuxcare technical assistance responsibilities include:
? Accept and provide Problem Resolution to all IBM requests. This in-
cludes requests for technical assistance as well as code defect assis-
tance, source code corrections and fix distribution.268 CONVEYANCING, DRAFTING & DEEDS [PART I
? Work directly with IBM customers, when requested by IBM, to expedite
Problem Resolution.
? Maintain Problem record documentation in an agreed to database that
is accessible to both companies.
? Update Problem records with a current status.
? Sev 1 ? Update every 4 hours
? Sev 2 ? Update daily
? Sev 3 ? Update weekly
? Sev 4 ? Update/Close with comment and provide in next release.
? Upon final Problem closure, provide a complete description of the Prob-
lem Resolution.
? Test all fixes to ensure defect is resolved and no system regression has
occurred.
? Problems shall be considered closed when the Error Correction or cor-
rective action resolves the outstanding issue or is mutually agreed to be
a code restriction or  ?working as designed? issue, and when IBM, on
behalf of the customer, conveys acceptance to Linuxcare.
? For the term of this SOW, Linuxcare shall make available to IBM cus-
tomers Error Corrections for Linux as the Error Corrections are avail-
able, but in no event later than the general availability of such Error
Corrections, and  the following minimum service in accordance with the
terms and conditions  defined in this SOW:
(1) Isolate all Problems in Linux and promptly provide Error Correc-
tions to IBM in accordance with the following ?time is of the es-
sence? parameters:
(a)  for Problems that result in an emergency condition that cause
critical impact to an IBM schedule or that make performance
or continued performance of any feature or function impossible
or  impracticable by the end user (?Severity Level 1 Error?),
Linuxcare shall provide a response within 4 hours and use
best efforts to provide Error Corrections within 3 calendar days
of the earlier of Linuxcare discovering the Problem or being
informed of the Problem by IBM, IBM subsidiaries or end users
who have entered into a support agreement with Linuxcare.
(b)  for Problems that significantly affect an IBM schedule, cause
a minor security breach or which make the performance or
continued performance of any feature or function difficult that
cannot be circumvented or avoided on a temporary basis by
the end user (?Severity Level 2 Error?), Linuxcare shall provide
a response within 8 hours and use commercially reasonable
efforts to provide Error Corrections within 10 calendar days of
the earlier of Linuxcare discovering the Problem or being
informed of the Problem by IBM, IBM subsidiaries or end users
who have entered into a support agreement with Linuxcare.PART I] INTERNET AGREEMENTS?FORMS 269
(c) for Problems that are not critical in that performance can be
continued without difficulty or loss of data by easy circumven-
tion or avoidance by the end user (?Severity Level 3 Error?),
Linuxcare shall provide a response within 24 hours and use
commercially reasonable efforts to provide Error Corrections
within 15 days of the earlier of Linuxcare discovering the Prob-
lem being informed of the Problem by IBM, IBM subsidiaries
or end users who have entered into a support agreement with
Linuxcare.
(d)  for Problems that are minor which can be easily avoided or
circumvented by the end user (?Severity Level 4 Error?),
Linuxcare shall provide a response within 48 hours and use
commercially reasonable efforts to provide Error Corrections
in the next commercial release of the Deliverable.
SUMMARY CHART
Severity Response to Initial Time to Resolution *
Contact
1 4 hours 24 Hours
2 8 Hours 10 Days
3 24 Hours 15 Days
4 48 Hours 30 Days
* From time of Linuxcare being informed of the Problem
4.3 MANAGEMENT
Linuxcare management responsibilities include:
? Identify a management contact(s) to oversee the support and service
responsibilities defined in this SOW.
? Work with IBM management to resolve issues related to the execution
of this SOW.
? Participate in status meetings with IBM management on a mutually agree-
able basis.
? Notify IBM management of pending changes or decisions that poten-
tially may cause a negative impact to IBM?s ability to deliver Linuxcare
product support.
5. IBM RESPONSIBILITIES
5.1 PROBLEM MANAGEMENT TOOL
IBM will provide a WEB based tool that will be used for:
? Requesting assistance from Linuxcare
? Providing initial Problem information and severity
? Maintaining appropriate Problem documentation by both IBM and
Linuxcare on such items as status, updates, priority, Problem descrip-
tions, customer environment and all other pertinent information that is
necessary to resolve customer problems270 CONVEYANCING, DRAFTING & DEEDS [PART I
5.2 TECHN