Preview
Full Doc
 | 2002 |
Procurement Agreement
Procurement Agreement (38K)
Doc #144097: Click preview link for longer preview.
--------------------------------------------------------------------------------
AUCTION MARKET PREFERRED STOCK
PROCUREMENT AGREEMENT
Dated as of February 7, 2002
by and between
THE STANLEY WORKS
and
BNP PARIBAS
--------------------------------------------------------------------------------
{PAGE}
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as of February 7, 2002 and is by and between THE
STANLEY WORKS, a Connecticut corporation and BNP PARIBAS, a societe anonyme
organized and existing under the laws of The Republic of France ("INVESTOR").
W I T N E S S E T H
WHEREAS, The Stanley Works is the owner of all 155,652 of the
outstanding shares of Common Stock, par value $0.01 per share, of Stanley
Logistics, Inc., a Delaware corporation (the "COMPANY");
WHEREAS, pursuant to an Auction Market Preferred Stock
Subscription Agreement, dated February 4, 2002, between the Company and The
Stanley Works (the "SUBSCRIPTION AGREEMENT"), The Stanley Works has agreed
either to subscribe for, or to procure the purchase by another person or persons
of, and the Company has agreed to issue, 11,445 shares of Auction Market
Preferred Stock, par value $0.01 per share, of the Company which shares (the
"AMPS SHARES") are to be issued under the Certificate of Rights, Powers,
Designations and Preferences, and the Qualifications, Limitations or
Restrictions of the Auction Market Preferred Stock of the Company (the
"CERTIFICATE OF DESIGNATIONS") at a subscription price per share equal to the
Liquidation Preference (as defined in Annex A hereto) of such shares (the "ISSUE
PRICE");
WHEREAS, Investor desires that The Stanley Works have the
Company issue to Investor the AMPS Shares and Investor is willing to pay the
Issue Price for each AMPS Share contemporaneously with the issuance of the AMPS
Shares to Investor;
WHEREAS, Investor has had a long-standing relationship with
The Stanley Works and its affiliates which has generated various business
opportunities for Investor, such as, for instance, a European cash pooling
mandate and mergers & acquisitions advisory services for European acquisitions;
WHEREAS, Investor would like to create closer links with the
Company through the purchase of AMPS Shares issued by the Company in the hope
that this may create various other business transaction opportunities with the
Company which might include the arrangement of and participation in transactions
considered by the Company to finance the Company's expansion in the United
States, although, for the avoidance of doubt, the Company is expressly not
committing itself at this time to the awarding of any future mandates to
Investor;
NOW, THEREFORE, the parties, intending to be bound, hereby
agree as follows:
ARTICLE I
DEFINITIONS
Terms not otherwise defined herein shall have the meanings set
forth in Annex A hereto (with terms defined in the singular having comparable
meanings when used in the plural and vice-versa), unless the context otherwise
requires.
144097
|
Stanley Works
As referenced in this Procurement Agreement:
STANLEY WORKS
– PAGE}
CONFORMED COPY
EXHIBIT (10)(xxii)(b)
---------------------
--------------------------------------------------------------------------------
AUCTION MARKET PREFERRED STOCK
PROCUREMENT AGREEMENT
Dated as of February 7, 2002
by and between
THE STANLEY WORKS
and
BNP PARIBAS
--------------------------------------------------------------------------------
{PAGE}
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as of February 7, 2002 and is
_____________
STANLEY WORKS, – PAGE}
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as of February 7, 2002 and is by and between THE
STANLEY WORKS, a Connecticut corporation and BNP PARIBAS, a societe anonyme
organized and existing under the laws of The Republic of France ("INVESTOR").
W
_____________
Stanley Works – and existing under the laws of The Republic of France ("INVESTOR").
W I T N E S S E T H
WHEREAS, The Stanley Works is the owner of all 155,652 of the
outstanding shares of Common Stock, par value $0.01 per share, of Stanley
Logistics,
_____________
Stanley Works – Delaware corporation (the "COMPANY");
WHEREAS, pursuant to an Auction Market Preferred Stock
Subscription Agreement, dated February 4, 2002, between the Company and The
Stanley Works (the "SUBSCRIPTION AGREEMENT"), The Stanley Works has agreed
either to subscribe for, or to procure the purchase by another person or persons
_____________
Stanley Works – to an Auction Market Preferred Stock
Subscription Agreement, dated February 4, 2002, between the Company and The
Stanley Works (the "SUBSCRIPTION AGREEMENT"), The Stanley Works has agreed
either to subscribe for, or to procure the purchase by another person or persons
of, and the Company has agreed to
_____________
dt 221247
;
 LeBoeuf Lamb
As referenced in this Procurement Agreement:
LeBoeuf, Lamb – David S. Winakor,
Esq., Corporate Counsel of the Company and (B) a
legal opinion of LeBoeuf, Lamb , Greene & MacRae,
acting as special counsel to the Company, in the
form set forth
LeBoeuf, Lamb – S. Winakor,
Esq., Corporate Counsel of The Stanley Works and
(B) a legal opinion of LeBoeuf, Lamb , Greene &
MacRae, acting as special counsel to The Stanley
Works, in the form set
LeBoeuf, Lamb – Opinion of David S. Winakor, Esq.,
Corporate Counsel of the Company
and
Legal Opinion of LeBoeuf, Lamb , Greene & MacRae, LLP
Special Counsel to the Company
SEE TABS 11 AND 13
{PAGE}
LeBoeuf, Lamb – of David S. Winakor, Esq.,
Corporate Counsel of The Stanley Works
and
Legal Opinion of LeBoeuf, Lamb , Greene & MacRae, LLP
Special Counsel to The Stanley Works
SEE TABS 10 AND 12
{
dt 38052
;
|
Skadden
As referenced in this Procurement Agreement:
Skadden, – D-2.
(iv) the delivery on the Closing Date of (A) a
legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
New York counsel to Investor, and (B) a
Skadden, – to The Stanley Works
SEE TABS 10 AND 12
{PAGE}
EXHIBIT E
---------
Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
Special U.S. Counsel to Investor
and
Legal Opinion
dt 34202
;
BNP Paribas
|
Preview
Full Doc
| 2001 |
Procurement Agreement [Amended and Restated]
Procurement Agreement [Amended and Restated] (127K)
Doc #144101: Click preview link for longer preview.
AMENDED AND RESTATED
PROCUREMENT AGREEMENT
BETWEEN
QWEST COMMUNICATIONS CORPORATION
AND
TELLIUM, INC.
-1-
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C} {C}
1. DEFINITIONS ...............................................................4
2. SCOPE .....................................................................9
3. SUPPLIER OBLIGATIONS .....................................................11
4. QWEST OBLIGATIONS ........................................................12
5. GOVERNANCE ...............................................................12
6. PRICING ..................................................................13
7. ORDERING .................................................................13
8. DELIVERY AND SHIPMENT ....................................................14
9. PAYMENT TERMS ............................................................16
10. PRODUCT REQUIREMENTS .....................................................16
11. CHANGES IN THE WORK ......................................................18
12. (***) AND ACCEPTANCE .....................................................19
13. SOFTWARE .................................................................21
15. INFRINGEMENT WARRANTY AND INDEMNITY ......................................25
16. KNOW HOW AND NEW TECHNOLOGY ..............................................26
17. WARRANTY .................................................................26
18. GENERAL INDEMNITY ........................................................29
20. CONFIDENTIALITY ..........................................................30
21. TERMINATION, SURVIVAL ....................................................31
22. FORCE MAJEURE ............................................................33
23. JOINT WORK PRODUCT .......................................................33
24. ASSIGNMENT ...............................................................34
25. DISPUTES .................................................................34
26. RELATIONSHIP OF THE PARTIES ..............................................35
27. AMENDMENT ................................................................35
{/TABLE}
-2-
{PAGE}
{TABLE}
{CAPTION}
{S} {C} {C}
28. COMPLIANCE WITH LAWS .....................................................36
30. NO WAIVER ................................................................36
31. SEVERABILITY .............................................................37
32. COUNTERPARTS .............................................................37
33. CHOICE OF LAW ............................................................37
34. REMEDIES .................................................................37
35. IMMIGRATION REFORM AND CONTROL ACT .......................................37
36. IMPORT/EXPORT ............................................................38
37. PUBLICITY ................................................................38
38. NOTICES ..................................................................38
39. INSURANCE REQUIREMENTS ...................................................39
40. ORDER OF PRECEDENCE ......................................................40
41. ENTIRE AGREEMENT .........................................................40
SCHEDULE A ...................................................................43
APPROVED AFFILIATES ..........................................................43
SCHEDULE B - PURCHASE ORDER ..................................................44
SCHEDULE C - PRODUCT PRICE LIST ..............................................45
SCHEDULE E - TRAINING ........................................................50
SCHEDULE F - AURORA OPTICAL SWITCH RELEASE TEST PLAN .........................52
SCHEDULE G - TECHNICAL SUPPORT SERVICES ......................................53
SCHEDULE H - TELLIUM REPAIR AND RETURN POLICY ................................57
SCHEDULE I - SOFTWARE MAINTENANCE AGREEMENT ..................................58
SCHEDULE J - TELLIUM PRODUCT ROLL-OUT SCHEDULE ...............................59
{/TABLE}
-3-
{PAGE}
AMENDED AND RESTATED PROCUREMENT AGREEMENT
This amended and restated procurement agreement is made and entered into as
of December 14, 2001 (the "Effective Date") by and between Tellium,
Inc.("Supplier"), a Delaware corporation, with a place of business at 2 Crescent
Place, Oceanport, NJ 07757, and Qwest Communications Corporation, a Delaware
corporation, having its principal offices and place of business at 1801
California Street, Denver, Colorado 80202 ("Qwest") (Supplier and Qwest each
being referred to herein as a "Party" and collectively as the "Parties").
WHEREAS, the Parties entered into a Procurement Agreement as of September
1, 2000, and amended such Procurement Agreement in the First Amendment to the
Procurement Agreement on April 10, 2001 (together, the "Existing Agreement");
WHEREAS, prior to the Effective Date hereof and under the Existing
Agreement Qwest has purchased services, products and equipment of Supplier (the
"Existing Products") in exchange for which Qwest has paid and Supplier has
received a payment of (***);
WHEREAS, the Parties now desire to amend and restate the Existing Agreement
by this Agreement to, among other things, modify the purchase commitment of
Qwest in connection with the (cancellation) of certain warrants to acquire
shares of Supplier;
WHEREAS, the Parties intend that this Agreement, as defined below, is and
completely describes the sole and entire agreement between the Parties relating
to the subject matter hereof;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants hereinafter expressed, the Parties hereto agree as
follows:
1. DEFINITIONS
1.1 The terms used in this Agreement shall have their normal or common
meaning, except that in addition to terms defined at other places in
this Agreement, the following terms shall have the following meanings
for the purposes of this Agreement, the Schedules and any attachments
thereto:
(a) "Affiliate" means (i) any individual, corporation, partnership,
joint venture, limited liability company, limited liability
partnership, practice, association, joint stock company, trust,
unincorporated organization or other venture or business vehicle
(each an "Entity") in which a Party owns a (***) or greater
equity interest; (ii) any Entity which, directly or indirectly,
is in control of, is controlled by or is under common control
with a Party, as applicable, after applying the attribution rules
of Section 318 of the Internal Revenue Code; or (iii) any other
Entity agreed by the Parties. For the purposes of this Agreement,
control of an Entity ("Control") shall include the power,
directly or indirectly, whether or not exercised (i) to vote
(***) (or such lesser percentage as is the maximum allowed to be
owned by a foreign corporation in a particular jurisdiction) or
more of the securities or other interests having ordinary voting
power
-4-
{PAGE}
for the election of directors or other managing authority of such
Entity; or (ii) to direct or cause the direction of the
management or policies of such Entity, whether through ownership
of voting securities, partnership interest or equity, by contract
or otherwise. Schedule A (Approved Affiliates) contains the names
of Qwest Affiliates who have been approved as Approved Affiliates
as of the Effective Date.
(b) "Agreement" means this Amended and Restated Procurement
Agreement, the schedules listed in Section 2.5 and attached
hereto (the "Schedules"), and any Purchase Orders hereunder.
(c) "Class A Change" means a modification, revision, replacement,
correction or release of existing Supplier manufactured Product
(other than an ISU or an Enhancement) to remedy a nonconformance
to the Specifications required to correct design defects of a
type that results in electrical or mechanical inoperative
conditions or unsatisfactory operating conditions, or which is
recommended to enhance safety, provided that the Product
incorporating such change, is at least as equally compatible with
Qwest's network components and other Supplier Products as the
same Product prior to incorporation of such change.
(d) "Current Release" means the latest Version or Release of the
Software which has been approved by Supplier for commercial use.
(e) "Days" or "days" means calendar days, unless otherwise provided
herein.
(f) "Documentation" means the user, technical and operating manuals,
including the operating instructions, guides and manuals,
necessary to enable Qwest properly to use and maintain the
Products.
(g) "Effective Date" has the meaning set forth in the preamble
hereto.
(h) "Equipment" means any hardware, equipment, embedded software
(including firmware) and all physical components, including
cabling, available from or offered by Supplier.
(i) "Enhancement" means any modification or revision to the Software
that Qwest may license at its option when offered by the Supplier
in the future and which (i) substantially improves existing
functions or features, including functions and features for which
Qwest has already been granted a license, or (ii) adds new
functions or features.
(j) "Form, Fit or Function" shall have the following meaning. "Form"
means shape; "Fit" means physical size, weight and mounting
arrangement (e.g., electrical or mechanical connections); and
"Function" means features and capabilities.
(k) "Incremental Software Update" or "ISU" means any modification or
144101
|
Qwest
As referenced in this Procurement Agreement [Amended and Restated]:
Qwest Communications
International Inc – the
Commitment.
21.4 Change of Control. If, during the Term of this Agreement, a "Change of
Control" occurs with respect to either Qwest Communications
International Inc . ("QCII") or Supplier, either Party shall have the
right to terminate this Agreement or any part thereof upon (***)
written notice, and Qwest (
_____________
dt 277052
;
Qwest Communications Corporation;
| Tellium Inc
|
Preview
Full Doc
| 2001 |
Master Procurement Agreement
Master Procurement Agreement (212K)
Doc #144111: Click preview link for longer preview.
MASTER
PROCUREMENT AGREEMENT
BY AND BETWEEN
ALLEGIANCE TELECOM, INC.
AND
LUCENT TECHNOLOGIES INC.
APRIL 28, 2000
CONFIDENTIAL
--------------------------------------------------------------------------------
CONFIDENTIAL
{PAGE} 2
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE PAGE
------- ----
{S} {C} {C}
ARTICLE 1 GENERAL.................................................................. 1
1.1 Procurement of Products........................................... 1
1.1.1 General.................................................. 1
1.1.2 Product Addenda.......................................... 1
1.1.3 Statements of Work....................................... 1
1.2 Account Administration............................................ 2
1.2.1 Lucent Official.......................................... 2
1.2.2 Lucent Account Executive................................. 2
1.2.3 Lucent Project Manager................................... 3
1.3 Status of Certain Existing Contracts.............................. 3
1.4 Special Terms Relating to Growth and Restructurings............... 3
1.4.1 Allegiance Growth and Restructurings..................... 3
1.4.2 Lucent Growth and Restructuring.......................... 4
1.5 Benefits of Agreement............................................. 4
1.6 Restrictions on Product Use and Resale............................ 4
1.7 * ......................................................... 4
1.8 Definitions....................................................... 5
1.9 Conflicts in Interpretation....................................... 5
ARTICLE 2 ACQUISITION AND PROVISIONING PROCESS..................................... 5
2.1 Product Addenda................................................... 5
2.1.1 Product Addenda for Switch Products...................... 5
2.1.2 Product Addendum for IDLC Products....................... 6
2.1.3 Product Addendum for IAD Products........................ 6
2.1.4 Product Addendum ConnectVu-ATP........................... 6
2.1.5 Development of Product Addenda........................... 6
2.1.6 Ordering Products Pursuant to Product Addenda............ 7
2.1.6.1 Requests for Quote............................ 7
2.1.6.2 Quotes........................................ 7
2.1.6.3 Short-Form Quote.............................. 8
2.1.6.4 Negotiation of Quote.......................... 8
2.1.6.5 Purchase Orders for Switch Products........... 8
2.2 Statements of Work .............................................. 8
2.3 Purchase Orders................................................... 8
2.4 Delivery of Products.............................................. 9
2.4.1 General.................................................. 9
2.4.2 Bill-and-Hold Products................................... 9
2.4.3 Product Delivery Delays.................................. 9
2.5 Product Delivery Cancellations.................................... 9
{/TABLE}
-i- CONFIDENTIAL
{PAGE} 3
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
{TABLE}
{CAPTION}
ARTICLE PAGE
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{S} {C} {C}
ARTICLE 3 SOFTWARE AND EQUIPMENT................................................... 10
3.1 Software License.................................................. 10
3.1.1 Grant of License......................................... 10
3.1.2 Optional Software Features............................... 10
3.1.3 Virtual Collocation...................................... 10
3.1.4 Ownership Rights Reserved................................ 11
3.1.5 Additional Licensing Terms............................... 11
3.2 * ......................................................... 11
3.2.1 *........................................................ 11
3.2.2 Access to Specifications for *, Data Models
and Similar Information.................................. 11
3.2.3 Cooperation.............................................. 11
3.3 Custom Programming................................................ 12
3.4 * ......................................................... 12
3.4.1 *........................................................ 12
3.4.2 *........................................................ 12
3.4.3 *........................................................ 12
3.5 Transfer Rights................................................... 12
3.6 Equipment......................................................... 13
3.6.1 Equipment and Equipment Configuration.................... 13
3.6.2 CLEI Codes............................................... 13
3.6.3 Title, Risk of Loss; Payment Terms....................... 13
3.6.4 Substitutions............................................ 13
3.6.5 Replacement Parts for Equipment and Related Firmware..... 14
3.6.5.1 Availability.................................... 14
3.6.5.2 Third Party Parts............................... 14
3.6.5.3 Equipment Repair and/or Replacement............. 14
3.6.5.4 Reporting....................................... 15
3.6.6 Discontinuation of Products.............................. 15
3.6.7 Site Preparation......................................... 15
3.7 Compatible Products............................................... 15
3.8 Purchase Orders and Shipment Reports.............................. 15
ARTICLE 4 SERVICES ................................................................ 16
4.1 General ......................................................... 16
4.2 Right to Access; Identification Credentials; Facility Rules....... 16
4.2.1 Right of Access.......................................... 16
4.2.2 Identification Credentials............................... 16
4.2.3 Facility Rules........................................... 16
4.3 Compliance with Local Employment/Labor Laws....................... 16
4.4 License of Know-How............................................... 16
{/TABLE}
-ii- CONFIDENTIAL
{PAGE} 4
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
{TABLE}
{CAPTION}
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{S} {C} {C}
ARTICLE 5 ACCOUNT ADMINISTRATION, PROJECT
MANAGEMENT AND PERSONNEL ......................................................... 16
5.1 General Account Administration.................................... 16
5.1.1 Covenant of Cooperation.................................. 16
5.1.2 Executive Briefings...................................... 17
5.1.3 Review of Contractual Matters............................ 17
5.2 Lucent Cooperation with Consultants............................... 17
5.3 Lucent Personnel.................................................. 17
5.4 Removal of Lucent Personnel by Allegiance......................... 18
5.5 Removal/Reassignment of Lucent Personnel by Lucent................ 18
5.6 Allegiance Personnel.............................................. 18
5.7 Status Meetings and Reports....................................... 18
5.8 Administration of Projects........................................ 19
ARTICLE 6 INSTALLATION AND IMPLEMENTATION.......................................... 19
6.1 Implementation Workplan........................................... 19
6.2 * ......................................................... 19
6.3 Specifications and Performance Standards.......................... 20
6.4 Change Order Procedure............................................ 20
6.5 Conversions....................................................... 20
6.6 Instruction and Training.......................................... 20
6.6.1 General.................................................. 20
6.6.2 * Training *............................................. 21
6.7 Access to First Office Application and Broadcast Warning Message.. 21
ARTICLE 7 TESTING AND ACCEPTANCE................................................... 21
7.1 General ......................................................... 21
7.2 Certification Testing............................................. 21
7.3 Product Acceptance................................................ 22
7.4 Installation Testing.............................................. 22
7.5 Installation Acceptance/Project Acceptance........................ 22
7.6 Failure to Achieve Acceptance..................................... 23
7.7 Post-Acceptance Correction of Defects............................. 23
ARTICLE 8 SUPPORT AND MAINTENANCE SERVICES......................................... 23
8.1 General ......................................................... 23
8.2 Term and Termination.............................................. 23
8.3 Third Party Product Support and Maintenance Services Guarantees... 23
8.4 Support and Maintenance Services Fees............................. 24
8.5 Warranty Periods.................................................. 24
{/TABLE}
-iii- CONFIDENTIAL
{PAGE} 5
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
{TABLE}
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8.6 Support and Maintenance Services Report........................... 24
ARTICLE 9 REPRESENTATIONS AND WARRANTIES........................................... 25
9.1 Lucent Product Functionality Warranty............................. 25
9.2 * ......................................................... 25
9.3 Performance Warranties............................................ 25
9.3.1 *........................................................ 25
9.3.2 Compatibility Warranty for Products...................... 25
9.3.3 *........................................................ 25
9.4 * ......................................................... 25
9.5 Euro Warranty..................................................... 25
9.6 * ......................................................... 26
9.7 Third Party Warranties and Indemnities............................ 26
9.8 Services Warranty................................................. 26
9.9 Intellectual Property Warranty.................................... 26
9.10 Warranty of Authority............................................. 26
9.11 Warranty of Title................................................. 26
9.12 Pending Litigation Warranty....................................... 27
9.13 Additional Warranties............................................. 27
9.14 Change of Control Warranty........................................ 27
9.15 Material Misstatements or Omissions............................... 27
9.16 Warranty Disclaimer............................................... 27
ARTICLE 10 PRICING AND PAYMENT TERMS............................................... 27
10.1 Time and Method of Payment........................................ 27
10.1.1 Invoicing................................................ 27
10.1.2 Payments................................................. 28
10.1.3 Electronic Funds Transfer................................ 28
10.1.4 Invoicing for Products and Bill-and-Hold Products........ 28
10.1.5 Invoicing for Software................................... 29
10.1.6 Invoicing for Services................................... 29
10.1.6.1 *............................................. 29
10.1.6.2 *............................................. 29
10.2 * .............................................. 29
10.3 Travel Policy, Out-of-Pocket Expenses and Other Charges........... 29
10.4 Taxes ......................................................... 29
10.4.1 General.................................................. 29
10.4.2 Special Provision Relating to State Sales and Use
Taxes.................................................... 29
10.4.3 Special Provision Relating to Taxes on Products Sold
Outside the United States................................ 30
10.4.4 Special Provision Relating to Taxes on Services
Provided Outside the United States....................... 30
{/TABLE}
-iv- CONFIDENTIAL
{PAGE} 6
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
{TABLE}
{CAPTION}
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{S} {C} {C}
10.5 Customs Duties Drawbacks.......................................... 30
10.6 * ......................................................... 30
10.7 Allegiance Purchase Commitment.................................... 30
10.8 *................................................................. 31
10.8.1 *........................................................ 31
10.8.2 *........................................................ 31
ARTICLE 11 TERM AND TERMINATION.................................................... 31
11.1 Term of Agreement................................................. 31
11.2 Events of Default................................................. 31
11.3 Rights and Remedies of Lucent Upon Default of Allegiance.......... 33
11.4 Rights and Remedies of Allegiance Upon Default of Lucent.......... 33
11.4.1 General.................................................. 33
11.4.2 Right to Set Off......................................... 34
11.4.3 Transition Rights........................................ 34
11.5 Attorneys' Fees................................................... 34
11.6 Limitation of Liability........................................... 34
11.6.1 Limitation Upon Types of Recoverable Damages............. 34
11.6.2 Cap on Damages........................................... 34
11.6.3 Exclusions from Limitations of Liability................. 34
11.7 Termination Without Cause......................................... 35
ARTICLE 12 PROPRIETARY RIGHTS, CONFIDENTIALITY
AND SECURITY...................................................... 35
12.1 Ownership of Intellectual Property................................ 35
12.2 Confidential Information.......................................... 35
12.3 Return of Confidential Information................................ 36
12.4 Notification Obligation........................................... 36
12.5 Employee/Agent Acknowledgment..................................... 37
12.6 Change of Employment.............................................. 37
12.7 Enforcement of Confidentiality Obligations........................ 37
12.8 Survival ......................................................... 37
ARTICLE 13 INDEMNIFICATION AND INSURANCE........................................... 37
13.1 General ......................................................... 37
13.2 Proprietary Rights Infringement Indemnification................... 37
13.3 Procedures for Indemnification.................................... 38
13.3.1 General.................................................. 38
13.3.2 Defense Assumed.......................................... 38
13.3.3 Defense Declined......................................... 38
13.3.4 Settlement of Claims..................................... 39
{/TABLE}
-v- CONFIDENTIAL
{PAGE} 7
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
{TABLE}
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{S} {C} {C}
13.3.5 Contributory Negligence; Right of Contribution........... 39
13.4 Survival; No Limitation of Liability.............................. 39
13.5 Insurance......................................................... 39
ARTICLE 14 DISPUTE RESOLUTION...................................................... 39
14.1 Project Manager Level Performance Review.......................... 39
14.2 Executive Level Performance Review................................ 39
14.3 Voluntary, Non-Binding Mediation.................................. 40
14.4 Continued Performance............................................. 40
14.5 Equitable Relief.................................................. 40
ARTICLE 15 MISCELLANEOUS ......................................................... 40
15.1 Notices ......................................................... 40
15.2 Bankruptcy........................................................ 41
15.3 Approval of Subcontractors........................................ 41
15.4 Force Majeure..................................................... 41
15.5 Binding Nature and Assignment..................................... 41
15.6 Media Releases and Public Disclosures of Agreement................ 42
15.7 Counterparts...................................................... 42
15.8 Severability...................................................... 42
15.9 Waiver ......................................................... 42
15.10 Governing Law; Exclusive Jurisdiction............................. 42
15.11 Compliance with Regulations....................................... 42
15.11.1 Radio Frequency Energy Standards....................... 42
15.11.2 Registration........................................... 43
15.11.3 Other.................................................. 43
15.12 No Construction Against Drafter................................... 43
15.13 Relationship of Parties........................................... 43
15.14 International Provisions.......................................... 43
15.14.1 Compliance with Export Regulations..................... 43
15.14.2 Services Performed Outside the United States........... 43
15.14.3 U.S. Foreign Corrupt Practices Act and Other Laws...... 44
15.14.4 Language Requirements.................................. 44
15.15 Entire Agreement; Modification.................................... 44
{/TABLE}
-vi- CONFIDENTIAL
{PAGE} 8
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
SCHEDULES, EXHIBITS AND ATTACHMENTS
{TABLE}
{S} {C}
Schedule 1.8 Defined Terms
Schedule 1.9 Graphical Depiction of Order of Precedence
Schedule 2.1.1 General Terms and Conditions Applicable to Product Addenda for
Switch Products
Schedule 2.1.6.2 Checklist for Developing Quotes
Schedule 2.2 Checklist for Developing Product Addenda and Statements of Work
Schedule 4.4 *
Schedule 5.7 Sample Status Report
Schedule 7.1 Products Subject to Installation Testing Only
Schedule 7.3 Acceptance Certificate
Attachment A to Acceptance
Certificate Project, Equipment and/or Software
Schedule 8.1 Support and Maintenance Services
Attachment 1 to Schedule 8.1 Allegiance Account Team
Attachment 2 to Schedule 8.1 Support Options for Lucent Products
Attachment 3 to Schedule 8.1 Priority Personnel
Schedule 8.5 Warranty Periods
Schedule 10 Service Rates and Personnel Categories
Schedule 10.3 Allegiance's Travel and Out-of-Pocket Expense Policy
Schedule 13.5 Insurance Requirements
Exhibit 1 Product Addenda and Statements of Work
Product Addendum One (Switch Products)
Product Addendum Two (IDLC Products)
Product Addendum Three (IAD Products)
Product Addendum Four (ConnectVu-ATP Products)
Exhibit 2 *
Exhibit 3 Virtual Collocation Software License Agreement
Exhibit 4 First Amendment to Services Agreement
{/TABLE}
-vii- CONFIDENTIAL
{PAGE} 9
MASTER PROCUREMENT AGREEMENT
This Master Procurement Agreement ("AGREEMENT") is made and entered
into this 28th day of April, 2000 (the "EFFECTIVE DATE"), by and between
Allegiance Telecom, Inc., a Delaware corporation with a place of business at
1950 Stemmons Freeway, Suite 3026, Dallas, Texas 75207 ("ALLEGIANCE"), and
Lucent Technologies Inc., a Delaware corporation with a place of business at 600
Mountain Avenue, Murray Hill, New Jersey 07974 ("LUCENT").
RECITALS:
WHEREAS, Allegiance provides telecommunications products and services
to business, government and other institutional users, offering an integrated
set of telecommunications products and services including, without limitation,
local exchange, local access, domestic and international long distance, enhanced
voice, data and a full suite of Internet services.
WHEREAS, Allegiance wants to purchase from Lucent, and Lucent wants to
supply Allegiance the Products and Services described herein, all in accordance
with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Allegiance and Lucent
agree to the foregoing and as follows:
ARTICLE 1 -- GENERAL
1.1 PROCUREMENT OF PRODUCTS.
1.1.1 GENERAL. This Agreement represents the terms and
conditions under which Lucent and its Affiliates shall provide Products
and/or Services to Allegiance and its Affiliates on a global, worldwide
basis pursuant to product purchase addenda (each, a "PRODUCT
ADDENDUM"), Statements of Work and/or purchase orders that are signed
and issued by an authorized representative of Allegiance and developed
in accordance with the terms and conditions set forth in this SECTION
1.1 and the acquisition and provisioning terms and conditions set forth
in ARTICLE 2. The signatories to any Procurement Document may be
Affiliates of either party that are located in the country in which the
Products and/or Services that are the subject of such Procurement
Document are to be installed and/or retained, as applicable. In
principle, Products and Services will be contracted under the terms of
this Agreement between local Affiliates of the parties, if such
Affiliates are established in the country where the Products are to be
provided or the Services are to be performed. All Product Addenda and
Statements of Work will be attached and incorporated herein as part of
EXHIBIT 1.
1.1.2 PRODUCT ADDENDA. For Products of the same type
including, by way of example, Switch Products, the parties have or will
develop Product Addenda that set forth, among other things, complete
pricing information for such Products, all as further described in
SECTION 2.1. Allegiance or the applicable Allegiance Affiliate shall
have the right to acquire Products that are the subject of a Product
Addendum by initiating the provisioning process set forth in SECTION
2.1.6.
1.1.3 STATEMENTS OF WORK. For Products and/or Services that
are unique or otherwise are not of the type that would be included in a
Product Addendum including, by way of example,
144111
|
Allegiance
As referenced in this Master Procurement Agreement:
ALLEGIANCE TELECOM, INC – PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
MASTER
PROCUREMENT AGREEMENT
BY AND BETWEEN
ALLEGIANCE TELECOM, INC .
AND
LUCENT TECHNOLOGIES INC.
APRIL 28, 2000
CONFIDENTIAL
--------------------------------------------------------------------------------
CONFIDENTIAL
{PAGE} 2
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
_____________
Allegiance Telecom, Inc – AGREEMENT
This Master Procurement Agreement ("AGREEMENT") is made and entered
into this 28th day of April, 2000 (the "EFFECTIVE DATE"), by and between
Allegiance Telecom, Inc ., a Delaware corporation with a place of business at
1950 Stemmons Freeway, Suite 3026, Dallas, Texas 75207 ("ALLEGIANCE"), and
Lucent Technologies Inc.,
_____________
Allegiance Telecom, Inc – 1.5%) per month, or the maximum rate permitted by
law, whichever is less. Lucent shall submit all invoices to the
following address:
Allegiance Telecom, Inc .
1950 Stemmons Freeway
Box 391
Dallas, Texas 75207
or to such other address as may be specified by Allegiance upon notice
to
_____________
Allegiance Telecom, Inc – copy sent via telecopier
same day, in each case addressed to the following addresses:
{TABLE}
{S} {C}
If to Allegiance: If to Lucent:
Allegiance Telecom, Inc . Lucent Technologies Inc.
1950 Stemmons Freeway 4851 LBJ Freeway
Suite 3026 Suite 900
Dallas, Texas 75207 Dallas, Texas 75244
Attention: President & Chief
_____________
Allegiance Telecom, Inc – Telecopier: 972/858-4718
E-mail: dan.yost@algx.com E-mail: macooper@lucent.com
With a copy to: With a copy to:
Allegiance Telecom, Inc . Lucent Technologies
4 Westbrook Corporate Center 1750 East Golf Road
Suite 400 Schaumburg, IL 60137
{/TABLE}
-40- CONFIDENTIAL
{PAGE} 49
{TABLE}
{S} {
_____________
dt 272952
;
|
Lucent
As referenced in this Master Procurement Agreement:
LUCENT TECHNOLOGIES INC. – HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.
MASTER
PROCUREMENT AGREEMENT
BY AND BETWEEN
ALLEGIANCE TELECOM, INC.
AND
LUCENT TECHNOLOGIES INC.
APRIL 28, 2000
CONFIDENTIAL
--------------------------------------------------------------------------------
CONFIDENTIAL
{PAGE} 2
* NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE
_____________
Lucent Technologies Inc. – April, 2000 (the "EFFECTIVE DATE"), by and between
Allegiance Telecom, Inc., a Delaware corporation with a place of business at
1950 Stemmons Freeway, Suite 3026, Dallas, Texas 75207 ("ALLEGIANCE"), and
Lucent Technologies Inc. , a Delaware corporation with a place of business at 600
Mountain Avenue, Murray Hill, New Jersey 07974 ("LUCENT").
RECITALS:
WHEREAS, Allegiance provides telecommunications products and services
to business, government
_____________
Lucent Technologies Inc. – mail, with a confirmation copy sent via telecopier
same day, in each case addressed to the following addresses:
{TABLE}
{S} {C}
If to Allegiance: If to Lucent:
Allegiance Telecom, Inc. Lucent Technologies Inc.
1950 Stemmons Freeway 4851 LBJ Freeway
Suite 3026 Suite 900
Dallas, Texas 75207 Dallas, Texas 75244
Attention: President & Chief Operating Officer Attention: Mikki Cooper
Telecopier: 214/261-7107 Telecopier:
_____________
LUCENT TECHNOLOGIES INC. – to the terms of this Section.
IN WITNESS WHEREOF, authorized representatives of the parties have
executed this Master Procurement Agreement effective as of the date written
above.
ALLEGIANCE TELECOM, INC. LUCENT TECHNOLOGIES INC.
/s/ DANIEL YOST /s/ BILL PLUNKETT
----------------------------------- ----------------------------------
Daniel Yost Bill Plunkett
President & Chief Operating Officer Senior Vice President Sales
-45- CONFIDENTIAL
{/TEXT}
{/DOCUMENT}
_____________
dt 1441905
|
Preview
Full Doc
| 2000 |
Product Procurement Agreement
Product Procurement Agreement (78K)
Doc #144138: Click preview link for longer preview.
--------------------------------------------------------------------------------
PRODUCT PROCUREMENT AGREEMENT
BY AND BETWEEN
CTC COMMUNICATIONS GROUP, INC.
AND
ACCELERATED NETWORKS, INC.
DATED
APRIL 21, 1999
--------------------------------------------------------------------------------
{PAGE} 2
PRODUCT PROCUREMENT AGREEMENT (PPA)
FOR STRATEGIC ACCOUNT
THIS PRODUCT PROCUREMENT AGREEMENT (PPA) FOR STRATEGIC ACCOUNT (this
"AGREEMENT"), effective as of this 21st day of April, 1999 (the "EFFECTIVE
DATE"), is made and entered into by and between ACCELERATED NETWORKS, INC., a
California corporation with its principal place of business at 301 Science
Drive, Moorpark, CA 93021 ("SELLER"), and CTC COMMUNICATIONS CORP., a
Massachusetts corporation with its principal place of business at 360 2nd
Avenue, Waltham, MA 02451 ("CUSTOMER"). CUSTOMER and SELLER are also hereinafter
referred to individually as a "PARTY" and collectively as the "PARTIES".
WHEREAS, CUSTOMER desires to expand its network throughout the
Northeastern United States, and to facilitate such expansion, CUSTOMER wishes to
purchase from SELLER certain products (the "PRODUCT" or "PRODUCTS") more fully
described on Attachment A hereto at the discounted rates (the "DISCOUNTS") more
fully described on Attachment B hereto; and
WHEREAS, SELLER desires to provide the Products at the Discounts to
CUSTOMER pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree hereto as follows:
1. PRODUCT ORDERS.
1.1 Initial Purchase Order. Upon execution of this Agreement, CUSTOMER
shall submit a blanket purchase order (the "INITIAL PURCHASE ORDER") for the
Products having an aggregate purchase price of at least (US$8,000,000). CUSTOMER
will periodically submit purchase orders to SELLER for release of the Products
covered by the Initial Purchase Order as per the timeframes described in
Attachment B. CUSTOMER may specify the carrier and mode of transportation for
shipment of the Products. Unless specifically stated to the contrary in a
particular purchase order signed by representatives of both Parties, the terms
and conditions of this Agreement shall be controlling over any inconsistent or
conflicting terms or provisions contained in any purchase order pursuant hereto.
1.2 Subsequent Purchase Orders. During the term of this Agreement,
CUSTOMER shall submit purchase orders in addition to the Initial Purchase Order
in order to meet the Minimum Purchase Commitment as indicated and defined on
Attachment B hereto. The terms of this Agreement shall apply to all such
subsequent purchase orders.
144138
|
CTC
As referenced in this Product Procurement Agreement:
CTC COMMUNICATIONS GROUP, INC – BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------------------------------------------
PRODUCT PROCUREMENT AGREEMENT
BY AND BETWEEN
CTC COMMUNICATIONS GROUP, INC .
AND
ACCELERATED NETWORKS, INC.
DATED
APRIL 21, 1999
--------------------------------------------------------------------------------
{PAGE} 2
PRODUCT PROCUREMENT AGREEMENT (PPA)
FOR STRATEGIC ACCOUNT
THIS PRODUCT PROCUREMENT AGREEMENT (PPA)
_____________
dt 276272
;
Accelerated Networks, Inc.;
| Occam Networks Inc.
|
Preview
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| 1997 |
Procurement Agreement
Procurement Agreement (134K)
Doc #146045: Click preview link for longer preview.
PROCUREMENT AGREEMENT
BETWEEN SPRINT\UNITED MANAGEMENT COMPANY
AND
CIENA CORPORATION
THIS PROCUREMENT AGREEMENT ("Agreement"), made effective as of the
14 day of December, 1995 ("Effective Date"), by and between Sprint\United
Management Company, a Kansas corporation, having its principal place of
business at 2330 Shawnee Mission Parkway, Westwood, Kansas 66205 (hereinafter
referred to as "SUMC"), and Ciena Corporation, a Delaware corporation, having
its principal place of business at 8530 Corridor Road, Columbia, Maryland 20763
(hereinafter referred to as "Supplier").
WHEREAS, SUMC is a subsidiary of Sprint Corporation, a Kansas
corporation ("Sprint Corp."), and provides certain administrative and
purchasing services for Affiliated Entities (as defined in Article 25 ) of
Sprint Corporation. (Sprint Corp., together with SUMC and Affiliated Entities,
is hereinafter collectively referred to as "Sprint");
WHEREAS, Supplier is able and willing to develop, build, deliver,
install and support the Equipment as required by this Agreement and Sprint
desires to retain Supplier on such terms:.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements herein contained, the
parties agree as follows:
DEFINITIONS: Defined terms and definitions are set forth in Article 25 of
this Agreement.
ARTICLE 1. SUPPLIERS DELIVERABLES
1.1 Technical Requirements, Quantities, Terms
Supplier agrees to provide Deliverables which satisfy and
perform in accordance with the Technical Requirements set forth in Exhibit B,
in the quantities specified by Sprint in Purchase Orders in accordance with the
terms and conditions set forth in this Agreement and Purchase Orders.
1.2 Sprint Testbed
(a) Supplier agrees to supply Sprint *
, such production Equipment as is outlined in Section 1.2 (b) below for one
testbed ("Sprint Testbed") to be located at a site designated by Sprint and
communicated to Supplier on or before the Effective Date.
(b) The Sprint Testbed Equipment shall initially include
a minimum of: * end terminals equipped with * payload
information carriers (channels) each and at least * intermediate
optical line amplifiers all of which satisfy and perform in accordance with
the Technical Requirements are configured with Software Revision Levels and
Equipment Revision Levels reasonably determined by Sprint so long as the
determined configuration and Revision Levels are available from Supplier at
that time ("Configuration"). * no * for any * installed in the Sprint
Testbed. Supplier also agrees to provide Sprint with Ciena's EMS Software to
enable Sprint to configure and provision functions for Equipment during
testing.
(c) Supplier agrees to supply and maintain for the * ,
any Licensed Software needed to maintain the Sprint Testbed Equipment,
including any additional intermediate line amplifiers purchased by Sprint from
Supplier, in compliance with the Technical Requirements and Configuration.
Supplier shall assemble the Licensed Software and Equipment into such
Configuration as is stated in the applicable Purchase Order.
(d) Except as stated in 1.2 (b) above, any Equipment
Sprint requests Supplier to add to the Sprint Testbed shall be *
146045
|
CIENA
As referenced in this Procurement Agreement:
Ciena Corp. – Sprint Proprietary Informaiton
{PAGE} 38
PROPRIETARY INFORMATION AGREEMENT
This Agreement is made effective as of January 25, 1995, by SPRINT
COMMUNICATIONS COMPANY L.P., a Delaware limited partnership ("Company"), and
Ciena Corp. , A Delaware Corporation ("Participant"), in order to protect
certain Proprietary Information which may be disclosed. The parties agree as
follows:
1. The Proprietary Information disclosed under this Agreement is
_____________
dt 1366397
;
Sprint
As referenced in this Procurement Agreement:
Sprint Corp – its principal place of business at 8530 Corridor Road, Columbia, Maryland 20763
(hereinafter referred to as "Supplier").
WHEREAS, SUMC is a subsidiary of Sprint Corp oration, a Kansas
corporation ("Sprint Corp."), and provides certain administrative and
purchasing services for Affiliated Entities (as defined in Article 25 ) of
Sprint
_____________
"Sprint Corp – at 8530 Corridor Road, Columbia, Maryland 20763
(hereinafter referred to as "Supplier").
WHEREAS, SUMC is a subsidiary of Sprint Corporation, a Kansas
corporation ("Sprint Corp ."), and provides certain administrative and
purchasing services for Affiliated Entities (as defined in Article 25 ) of
Sprint Corporation. (Sprint Corp., together with
_____________
Sprint Corp – Sprint Corporation, a Kansas
corporation ("Sprint Corp."), and provides certain administrative and
purchasing services for Affiliated Entities (as defined in Article 25 ) of
Sprint Corp oration. (Sprint Corp., together with SUMC and Affiliated Entities,
is hereinafter collectively referred to as "Sprint");
WHEREAS, Supplier is able and willing to
_____________
(Sprint Corp – a Kansas
corporation ("Sprint Corp."), and provides certain administrative and
purchasing services for Affiliated Entities (as defined in Article 25 ) of
Sprint Corporation. (Sprint Corp ., together with SUMC and Affiliated Entities,
is hereinafter collectively referred to as "Sprint");
WHEREAS, Supplier is able and willing to develop, build,
_____________
Sprint Corp – Affiliated Entity" shall mean any current or hereinafter
acquired corporation, partnership, joint venture or other entity controlled by
or under common control with Sprint Corp ., directly or indirectly by or through
one or more intermediaries or which Sprint Corp. has a minimum of *
or similar interest therein.
_____________
dt 151678
;
|
Paul Weiss
As referenced in this Procurement Agreement:
PAUL, WEISS – Marketing
8530 Corridor Road
Columbia, Maryland 20763
Telephone: 301-317-5800
With a copy to:
PAUL, WEISS , RIFKIND, WHARTON & GARRISON
1615 L Street, NW
Washington, DC 20036-5694
ATTN.: Phil Spector
dt 32929
;
Sprint \ United Management Company
|
Preview
Full Doc
| 1996 |
Procurement Agreement
Procurement Agreement (106K)
Doc #146053: Click preview link for longer preview.
PROCUREMENT AGREEMENT
This Agreement is made by and between Bell Atlantic Network Services, Inc.
(hereinafter referred to as "Bell Atlantic"), a Delaware corporation with
offices located at 1320 North Court House Road, Arlington, Virginia 22201 and
BroadBand Technologies, Inc. (hereinafter referred to as "BBT") a Delaware
corporation with offices located at 4024 Stirrup Creek Drive, Durham, North
Carolina 27709-3737.
DEFINITIONS. The following terms shall have the meanings indicated below when
used in this Agreement:
"Affiliate" means an entity that owns, directly or indirectly, a greater than
fifty percent (50%) voting interest in a party ("Parent"), or any entity in
which a party or its Parent owns, directly or indirectly, at least a twenty
percent (20%) voting interest.
"Agreement" means this as-order procurement Agreement and any appendices,
exhibits, diagrams attached hereto.
"Appendix" means the referenced appendix or appendices and any amendments or
modifications thereto that may be made from time to time by written agreement of
the parties.
"Lucent" shall mean Lucent Technologies, Inc.
"Material" shall mean any and all of the hardware or software listed in Appendix
A. At Bell Atlantic's request and subject to the provisions of the "BEST PRICE"
Section of this Agreement, the parties will amend Appendix A to add additional
related or successor hardware and software.
"Services" means the repair and warranty services specified in this Agreement.
GENERAL SCOPE OF AGREEMENT. This Agreement covers the purchase of Materials and
related Services by Bell Atlantic and/or its Affiliates during the Term. This
Agreement is a non-commitment contract and Materials and/or Services shall be
furnished by BBT on an "as-ordered" basis.
TERM. The term of this Agreement shall commence on July 1, 1996, and shall,
except as otherwise provided herein, continue in effect thereafter until
December 31, 2002.
{PAGE}
PRICE. Prices shall be those listed in Appendix A. These prices may
[********************] during the Term.
ASSIGNMENT BY BUYER. This Agreement and any order under this Agreement may be
assigned in whole or in part by Bell Atlantic to any Parent or Affiliate of Bell
Atlantic upon written notice to BBT. Upon such assignment and an assumption of
obligations thereto by the assignee, Bell Atlantic shall be discharged of any
further liability pursuant to this Agreement or to any order which has been
assigned.
ASSIGNMENT BY SELLER. Any assignment by BBT of this Agreement, the work to be
performed, or of any other interest hereunder, in whole or in part, shall be
void unless Bell Atlantic's written consent is obtained or the assignment is
confined solely to monies due or to become due. It is expressly agreed that any
such assignment of monies shall be void to the extent that it attempts to impose
upon Bell Atlantic obligations to the assignee additional to the payment of such
monies, or to preclude Bell Atlantic from dealing solely and directly with BBT
in all matters pertaining hereto, including the negotiation of amendments or
settlements of amounts due.
"BAR CODE PACKAGE LABELING". In addition to labeling requirements in the Section
"MARKING", BBT shall label all unit, intermediate and shipping packages in
accordance with Telecommunications Industry Forum specifications (TCIF):
a. Shipping and Receiving Transaction Bar Code label Specification
BC/89-001,
b. Implementation Guideline to Package Labeling BC/89-002,
c. Product Package Label Specification BC/89-003,
d. Guideline for identification and Bar code Labeling of cable reels, if
applicable.
Copies of the TCIF reference guidelines (a, b, c, d above) may be obtained form
TCIF/ATIS, 1200 G Street, N.W., Suite 500, Washington, D.C. 20005,
202-434-8844."
BEST PRICE. The prices for Materials and Services contained herein, shall be at
least as low as those offered by BBT to any of its other customers for the same
or similar materials or services under similar terms and conditions. If BBT at
any time extends to any other customer lower prices or higher discounts for any
such material or services under similar terms and
146053
|
Lucent
As referenced in this Procurement Agreement:
Lucent Technologies, Inc. – Appendix" means the referenced appendix or appendices and any amendments or
modifications thereto that may be made from time to time by written agreement of
the parties.
"Lucent" shall mean Lucent Technologies, Inc.
"Material" shall mean any and all of the hardware or software listed in Appendix
A. At Bell Atlantic's request and subject to the provisions of the "BEST PRICE"
_____________
Lucent Technologies, Inc. – prior to shipment,
title to those stocks shall vest in Bell Atlantic upon payment of the invoices.
TRAINING. BBT will support the training program and the arrangements agreed to
by Lucent Technologies, Inc. and Bell Atlantic in support of the Material. In
addition, if requested by Bell Atlantic: (a) provide instructors and the
necessary instructional material of BBT's standard format to
_____________
dt 1441907
;
| BroadBand Technologies, Inc.;
Pliant Systems Inc.
|
Preview
Full Doc
| 2001 |
Master Procurement Agreement
Master Procurement Agreement (7K)
Doc #339305: Click preview link for longer preview.
AMENDMENT ONE
TO
MASTER PROCUREMENT AGREEMENT
THIS AMENDMENT ONE TO THE MASTER PROCUREMENT AGREEMENT dated as
April 28, 2000 by and between Lucent Technologies Inc. and Allegiance
Telecom, Inc. (the "MASTER AGREEMENT") is entered into as of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
corporation with a place of business at 9201 Central Expressway, Dallas,
Texas 75231 ("ALLEGIANCE"), and Lucent Technologies . . .
339305
|
Allegiance
As referenced in this Master Procurement Agreement:
Allegiance
Telecom, Inc – MASTER PROCUREMENT AGREEMENT
THIS AMENDMENT ONE TO THE MASTER PROCUREMENT AGREEMENT dated as
April 28, 2000 by and between Lucent Technologies Inc. and Allegiance
Telecom, Inc . (the "MASTER AGREEMENT") is entered into as of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
_____________
Allegiance Telecom, Inc – Technologies Inc. and Allegiance
Telecom, Inc. (the "MASTER AGREEMENT") is entered into as of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc ., a Delaware
corporation with a place of business at 9201 Central Expressway, Dallas,
Texas 75231 ("ALLEGIANCE"), and Lucent Technologies Inc., a Delaware
_____________
ALLEGIANCE TELECOM, INC – hereto have caused this Amendment to
be executed by their duly authorized representatives as of the date first
above written.
LUCENT TECHNOLOGIES INC. ALLEGIANCE TELECOM, INC .
By: /s/ Gerald T. Cofano By: /s/ Dan Yost
-------------------------- -----------------------------
Name: /s/ Gerald T. cofano Name: /s/ Dan Yost
-------------------------- ---------------------------
Title: Vice President Title:
_____________
dt 705922
;
|
Lucent
As referenced in this Master Procurement Agreement:
Lucent Technologies Inc. – 10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
AMENDMENT ONE
TO
MASTER PROCUREMENT AGREEMENT
THIS AMENDMENT ONE TO THE MASTER PROCUREMENT AGREEMENT dated as
April 28, 2000 by and between Lucent Technologies Inc. and Allegiance
Telecom, Inc. (the "MASTER AGREEMENT") is entered into as of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
corporation with a
_____________
Lucent Technologies Inc. – of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
corporation with a place of business at 9201 Central Expressway, Dallas,
Texas 75231 ("ALLEGIANCE"), and Lucent Technologies Inc. , a Delaware
corporation with a place of business at 600 Mountain Avenue, Murray Hill, New
Jersey 07974 ("LUCENT"). Capitalized terms used herein that are defined in
the Master Agreement
_____________
LUCENT TECHNOLOGIES INC. – levels) through December 31, 2005.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be executed by their duly authorized representatives as of the date first
above written.
LUCENT TECHNOLOGIES INC. ALLEGIANCE TELECOM, INC.
By: /s/ Gerald T. Cofano By: /s/ Dan Yost
-------------------------- -----------------------------
Name: /s/ Gerald T. cofano Name: /s/ Dan Yost
-------------------------- ---------------------------
Title: Vice President Title: President and COO
-------------------------- --------------------------
Confidential
{/
_____________
dt 1300442
|
Preview
Full Doc
| 2002 |
Procurement Agreement
Procurement Agreement (38K)
Doc #393773: Click preview link for longer preview.
AUCTION MARKET PREFERRED STOCK
PROCUREMENT AGREEMENT
Dated as of February 7, 2002
by and between
THE STANLEY WORKS
and
BNP PARIBAS
--------------------------------------------------------------------------------
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as . . .
393773
|
Stanley Works
As referenced in this Procurement Agreement:
STANLEY WORKS
– FILENAME}file010.txt
{DESCRIPTION}PROCUREMENT AGREEMENT
{TEXT}
{PAGE}
CONFORMED COPY
EXHIBIT (10)(xxii)(b)
---------------------
--------------------------------------------------------------------------------
AUCTION MARKET PREFERRED STOCK
PROCUREMENT AGREEMENT
Dated as of February 7, 2002
by and between
THE STANLEY WORKS
and
BNP PARIBAS
--------------------------------------------------------------------------------
{PAGE}
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as of February 7, 2002 and is by and between THE
STANLEY WORKS, a
_____________
STANLEY WORKS, – between
THE STANLEY WORKS
and
BNP PARIBAS
--------------------------------------------------------------------------------
{PAGE}
This AUCTION MARKET PREFERRED STOCK PROCUREMENT AGREEMENT
(this "AGREEMENT") is dated as of February 7, 2002 and is by and between THE
STANLEY WORKS, a Connecticut corporation and BNP PARIBAS, a societe anonyme
organized and existing under the laws of The Republic of France ("INVESTOR").
W I T N E S S E
_____________
Stanley Works – and BNP PARIBAS, a societe anonyme
organized and existing under the laws of The Republic of France ("INVESTOR").
W I T N E S S E T H
WHEREAS, The Stanley Works is the owner of all 155,652 of the
outstanding shares of Common Stock, par value $0.01 per share, of Stanley
Logistics, Inc., a Delaware corporation (the "COMPANY");
WHEREAS,
_____________
Stanley Works – per share, of Stanley
Logistics, Inc., a Delaware corporation (the "COMPANY");
WHEREAS, pursuant to an Auction Market Preferred Stock
Subscription Agreement, dated February 4, 2002, between the Company and The
Stanley Works (the "SUBSCRIPTION AGREEMENT"), The Stanley Works has agreed
either to subscribe for, or to procure the purchase by another person or persons
of, and the Company has agreed to
_____________
Stanley Works – a Delaware corporation (the "COMPANY");
WHEREAS, pursuant to an Auction Market Preferred Stock
Subscription Agreement, dated February 4, 2002, between the Company and The
Stanley Works (the "SUBSCRIPTION AGREEMENT"), The Stanley Works has agreed
either to subscribe for, or to procure the purchase by another person or persons
of, and the Company has agreed to issue, 11,445 shares of Auction Market
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dt 1397278
;
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Skadden
As referenced in this Procurement Agreement:
Skadden, Arps – acting as special counsel to The Stanley
Works, in the form set forth in Exhibit D-2.
(iv) the delivery on the Closing Date of (A) a
legal opinion of Skadden, Arps , Slate, Meagher & Flom LLP, special
New York counsel to Investor, and (B) a legal opinion of De
Pardieu Brocas Maffei & Associes, French counsel to Investor, in
the forms set
_____________
Skadden, Arps – of The Stanley Works
and
Legal Opinion of LeBoeuf, Lamb, Greene & MacRae, LLP
Special Counsel to The Stanley Works
SEE TABS 10 AND 12
{PAGE}
EXHIBIT E
---------
Legal Opinion of Skadden, Arps , Slate, Meagher & Flom LLP,
Special U.S. Counsel to Investor
and
Legal Opinion of De Pardieu Brocas Maffei & Associes,
French counsel to Investor
SEE TABS 14 AND 15
{PAGE}
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dt 1023767
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