EX-10.20 5 dex1020.htm CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT WITH COMCAST CABLE CSG Master Subscriber Management System Agreement with Comcast Cable

Exhibit 10.20

 

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

 

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

 

This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (“Agreement”) is entered into as of this 17th day of March 2004, (“Effective Date”) between CSG Systems, Inc.®, a Delaware corporation with offices at 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111 (“CSG”), and Comcast Cable Communications Management, LLC, a Delaware Limited Liability Company with offices at 1500 Market Street, Philadelphia, PA 19102-2148 (“Comcast”), on behalf of itself and its Affiliates (collectively, the “Customer”). Customer and CSG shall be referred herein individually as the “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, CSG and Customer are parties to certain Prior Agreements and upon execution of this Agreement, except as otherwise set forth herein, desire to supercede the terms and conditions of such Prior Agreements with the terms and conditions of this Agreement; and

 

WHEREAS, Comcast enters into this Agreement on behalf of itself and its Affiliates. Notwithstanding any rights granted to or obligations assumed by any Comcast Affiliate under this Agreement, Comcast will remain liable for all obligations of Customer under the Agreement; and

 

WHEREAS, Customer desires to obtain from CSG, and CSG desires to grant to Customer, a license to use the products set forth in Schedule B, along with any other CSG products subsequently licensed by CSG to Customer under this Agreement; and

 

WHEREAS, from time-to-time, Customer may request CSG to provide to Customer, certain services set forth in Schedule C (“Recurring Services”), which along with any Technical Services or other CSG services provided by CSG to Customer under this Agreement, are collectively referred to herein as the “Services;”

 

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Parties agree:

 

ARTICLE 1

OVERVIEW

 

1.1 General. This Agreement provides the terms and conditions upon which CSG shall provide, and Customer shall procure, the Products and Services within the United States. The definitions of capitalized terms are set forth on Schedule A hereto.

 

1.2 Term. Unless earlier terminated pursuant to Section 6.1, this Agreement shall commence on the Effective Date and remain in effect thereafter for an initial term expiring on December 31, 2008 (“Initial Term”). The term of any specific license for the Products and the term for any specific Services to be provided shall be effective from the Effective Date or the date set forth in the applicable Amendment and shall terminate with this Agreement, unless stated otherwise herein or in the applicable Schedule, Exhibit or Amendment.

 

1.3 Termination of Prior Agreements. Within sixty (60) days of the Effective Date, Customer shall pay all Undisputed amounts billed under the Prior Agreements through the Effective Date attached hereto as Schedule M. Upon the Effective date the Prior Agreements (including any licenses, perpetual or otherwise, granted therein) shall immediately terminate and the Parties shall have no further rights, duties or obligations under such Prior Agreements. The Parties further agree that upon the Effective Date the terms and conditions related to CSG’s offering of its Products and Services to Customer and the treatment of either Party’s Confidential Information shall be governed by this Agreement. To the extent any additional licenses are reasonably necessary for Customer’s use of the Products or Recurring Services in a manner authorized or reasonably contemplated by this Agreement, then the Parties agree to promptly negotiate in good faith such additional licenses containing customary and reasonable terms and conditions. Customer and CSG further agree that any amounts earned but not yet billed under SOW’s or LOA’s executed prior to the Effective Date as set forth in Schedule J shall be invoiced by CSG on a final bill submitted to Customer within ****** (***) days after termination or completion of the SOW or LOA, whichever is earlier. Thereafter, Customer

 

1

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

shall then have ****** (***) days to review and dispute any items relating to the SOW or LOA in accordance with the terms set forth in this Agreement.

 

1.4 Nonexclusive Agreement Without limiting or in any way diminishing Customer’s obligation hereunder to pay the Minimums or the Discontinuance Fee, as the case may be, it is expressly understood and agreed that this Agreement does not grant to CSG any exclusive rights to provide customer care and/or billing products or services to Customer. Customer makes no guarantee or commitment for any minimum or maximum amount of purchases or volumes; provided, however, nothing in this Section 1.4 shall (i) constitute a waiver by CSG of its right to amounts payable by Customer under Section 12.3, or (ii) diminish Customer’s obligation to pay the Minimums or the Discontinuance Fee expressly set forth in Section 12.3 in accordance with the Agreement.

 

1.5 Additional Rights to Purchase. Customer and its Affiliates shall have the right to purchase under this Agreement as Customer. Such Affiliate(s) shall become additional Customers subject to the terms and conditions of this Agreement upon Customer’s written notice to CSG. For purposes of this Agreement, “Affiliate” means *** **** ****** ***** ** ********** **, ** ** ***** ****** ******* **** ********. *** ******** ** **** ********, “*******” ***** (i) ** *** **** ** ********* ********, ****** ** ******** ********* ** ******* **** ***** ******* (***%) ** *** ****** ****** ******** ** **** *** *** ******** ** *** ***** ** ********* ** ***** ********* **** ** *** ******; *** (ii) ** *** **** ** ************* ********, ****** ** ******** ********* ** ******* **** ***** ******* (***%) ** *** ****** ********.

 

1.6 Set-Off. Notwithstanding anything to the contrary set forth in this Agreement, CSG understands and agrees that any and all Undisputed payments, damages or liabilities due and payable to Customer by CSG under this Agreement are subject to set-off by Customer against any Undisputed payments, damages or liabilities due and payable to CSG under this Agreement. The Parties further agree that any and all Undisputed payments, damages or liabilities due and payable to CSG by Customer under this Agreement are subject to set-off by CSG against any Undisputed payments, damages or liabilities due and payable to Customer under this Agreement.

 

1.7 Definitions. Capitalized terms shall have the meaning specified in this Agreement, in Schedule A, and/or the Exhibits, the other Schedules, Statement(s) of Work, and other documents either attached hereto or incorporated herein.

 

ARTICLE 2

OWNERSHIP OF PROPERTY

 

2.1 Ownership.

 

(a) CSG Property. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Software or Services, any third party software, or copies thereof (collectively “CSG Property”) are and will remain the exclusive property of CSG or its licensors, whether or not specifically recognized or perfected under applicable law. Customer will not take any action that jeopardizes CSG’s or its licensor’s proprietary rights or acquire any right in the CSG Property, except for the limited use rights specified herein.

 

(b) Customer Property. All documents, data and files provided to CSG hereunder by Customer, its customers, or third parties on its or their behalf in their original format, compilations and derivative works thereof (“Customer Property”) are and shall remain the exclusive property of Customer, whether or not specifically recognized or perfected under applicable law. CSG will not take any action that jeopardizes Customer’s proprietary rights or acquire any rights in the Customer Property, except for the limited use rights specified herein.

 

2

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ARTICLE 3

SERVICES

 

3.1 Recurring Services. Pursuant to the terms and conditions of this Agreement (including, but not limited to, the attached Schedules and Exhibits), and for the fees set forth in Schedule F, CSG agrees to provide Customer, at Customer’s request, the Recurring Services set forth in Schedule C in accordance with the service level agreements and other performance standards attached hereto in Schedule L.

 

3.2 Technical Services. Pursuant to the terms and conditions of this Agreement, upon request of Customer from time-to-time, CSG shall provide certain consulting, implementation, development, conversion and/or integration services (“Technical Services”) as set forth in Schedule E.

 

3.3 Location and Access. CSG may perform the Technical Services at Customer’s premises, CSG’s premises or such other premises that Customer and CSG may deem appropriate. Customer will permit CSG to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing the Technical Services and implementation and/or conversion services at Customer’s premises.

 

3.4 [Intentionally left blank]

 

3.5 Insurance. CSG will be responsible for obtaining and maintaining appropriate and commercially reasonable amounts of insurance coverage during its performance of activities under Section 3.2, including, but not limited to, comprehensive general liability (bodily injury and property damage) insurance and professional liability insurance. CSG shall name Customer and its Affiliates as additional names insureds. CSG shall obtain and maintain throughout the term of the Agreement, employer’s liability, worker’s compensation, property damage and general liability insurance in the amounts reasonably satisfactory to Customer. CSG agrees that it will not cancel or materially change any policy of insurance required under this Agreement except after thirty (30) days written notice to Customer. CSG shall cause the insurance companies issuing the policies referred to in this section to provide in each policy that such insurance companies shall give Customer thirty (20) days written notice prior to any cancellation or alteration of said insurance contract or contracts as the case may be. The liability of CSG shall not be limited by said insurance policies or the recovery of any amounts thereunder.

 

3.6 Prudent Use of Resources. In the provision of all services under this Agreement, CSG will seek to provide such services in a cost effective manner and will advise Customer of different options for attaining any goal or development specified in this Agreement, including any proposed Statement of Work or other Technical Services request. CSG will use commercially reasonable efforts to cooperate with Customer to provide services in a timely manner and with minimal disruption to Customer’s operations.

 

3.7 Reliance on Information. In performing any obligations under this Agreement, CSG shall be entitled to rely upon and act in accordance with any instructions, guidelines, data or information provided to CSG by Customer in accordance with Schedule P, and shall incur no liability in doing so. Customer shall indemnify, defend CSG at Customer’s expense and pay the damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by CSG in any claim or action by a third party resulting, in whole or in part from (i) any action or failure to act by CSG in reliance on and in strict conformance with any instruction, approval, election, decision, action, inaction, omission or non performance by Customer, its officers, directors, shareholders, employees and agents in accordance with Schedule P, or (ii) any information or data provided to CSG by Customer in connection with this Agreement; except with respect to subsection (ii) hereof, in circumstances where CSG has failed to strictly comply with its covenants and obligations relating to such information or data under this Agreement.

 

3.8 Optional and Ancillary Services and Products.

 

3.8.1 At Customer’s written request pursuant to Schedule P, CSG shall provide optional and ancillary services as described and for the fees provided on Schedule F. Any Services or Products provided by CSG to Customer as of the Effective Date not specifically described on Schedule F, will be deemed to be included in the Basic Service Charge for Connected Customers; provided, however, at the request of Customer, CSG may provide additional services, products or new functionalities which are not being provided by CSG to Customer as of the Effective Date and for

 

3

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

which fees are not specifically set forth herein subject to fees to be mutually agreed upon between the Parties in an amendment to Schedule F.

 

3.8.2 In the event of a Product license termination for any reason other than a breach by Customer, CSG shall use commercially reasonable efforts to immediately furnish identical Products that are functionally equivalent to Customer for as long as CSG provides the CCS Services (described in Exhibit C-1) including any termination assistance provided in accordance with Section 6.2. CSG shall furnish such replacement Products to Customer at no additional cost to Customer, including, but not limited to, obtaining and installing Required Equipment pursuant to Section 5.6. *** ********* ********** *** ***** ***** ***** *** ***** ** ***** ***** *** ********** * ******* ** ***** ** ******* * ******** ********* ** *** *******, ***** ** ***** ****, ***** *** *********** ******* **** ********** *** ** *** *******. CSG understands and agrees that they have no right to discontinue any Recurring Services as a result of any Product license violation, except in cases where (i) the Recurring Services are directly related to the terminated Product; and (i) the Product license violation was material and not cured in accordance with Section 6.1(b). *** ******* *********** *** ****** ****, ******* ** *** ********** ****** *** *** ****, *** *** ** ***** ** *********** *** *** ******** ** * ****** ** *** ********** ** ************** ** * ******* ******* *********.

 

3.9 Intellectual Property. All patents, copyrights, trade secrets or other proprietary rights in or to the work product that CSG may create for Customer, including, but not limited to, any ideas, concepts, inventions or techniques that CSG may use, conceive or first reduce to practice in connection with the Services (“Work Product”) are and will be the exclusive property of CSG, except as and to the extent otherwise specified in the applicable Statement of Work. The Parties will execute any instruments that may be appropriate or necessary to give full legal effect to the rights granted under this Section 3.9. Upon delivery of Deliverables in accordance with the applicable SOW or LOA, CSG grants Customer a nonexclusive, nontransferable, perpetual license to use any Deliverables (and any updates, upgrades and/or new version thereto which are required pursuant to a Statement of Work) for its own internal purposes only or otherwise expressly permitted in accordance with Section 9 of Schedule B. The foregoing license shall be subject to the restrictions set forth in Schedule B.

 

3.10 Privacy Obligations. The Parties acknowledge that in order for CSG to provide Customer with Services, it will be necessary for Customer to disclose to CSG certain information relating to Customer’s subscribers (“Subscriber Information”). Customer agrees that at all times during the term of this Agreement it will comply with its obligations under all applicable privacy laws in relation to its collection, use, and disclosure of Subscriber Information, and where required by law, Customer will either obtain the appropriate consents or provide the necessary disclosures, as applicable, from its subscribers prior to such collection, use and disclosure to CSG. Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG arising from Customer’s failure to comply with its obligations under applicable privacy laws. CSG agrees that it shall (i) only use Subscriber Information to fulfill its obligations under this Agreement and (ii) treat all Subscriber Information as Confidential Information. CSG agrees to indemnify, defend and hold harmless Customer against any and all losses and/or damages incurred by Customer from CSG’s failure to comply with the provisions of this Section 3.10.

 

ARTICLE 4

[Intentionally left blank]

 

ARTICLE 5

PAYMENT TERMS

 

5.1 Fees and Expenses. CSG will provide the Products and Services for the fees set forth in Schedule F, other Schedules hereto or an applicable Statement of Work. Customer shall also reimburse CSG for reasonable direct out-of-pocket expenses (“Reimbursable Expenses”), including direct out-of-pocket travel and travel-related expenses if such expenses are incurred in accordance with Customer’s “Reimbursement of Expenses” guidelines or are agreed to by Customer in advance, which are incurred by CSG in connection with CSG’s performance hereunder.

 

5.2 Invoices and Payment. Except for Disputed invoices, Customer shall pay unpaid amounts due hereunder within ***** **** (***) days after the date of invoice. Any Undisputed amount not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of *** ******* (***%) per month or the maximum rate allowed by applicable law. Customer shall pay all amounts due in United States currency.

 

4

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

5.3 Taxes. All amounts payable by Customer to CSG under this Agreement do not include any applicable use, sales, property or other taxes that may be assessable in connection with this Agreement. Customer will pay any taxes in addition to the amount due and payable. If Customer pays any such tax directly to the appropriate taxing authority, Customer shall furnish CSG with the official receipt of such payment. Customer shall not, however, be liable for any taxes based on CSG’s net income.

 

5.4 Adjustment to Fees. CSG shall not adjust any of the fees specified in this Agreement prior to January 1, 2005. Thereafter, upon thirty (30) days prior written notice, CSG will increase such fees specified in this Agreement annually effective January 1 of each year by an amount equal to ***** ******* (***%) above the fees for the immediately prior contract year or the ********* *** *** *** ******** ****** (***) ***** ******, whichever is less. *** ********* ***** *** ***** ** *** ***** ******* ******, ******** ** *** ******-******** **** *** ***** ** ******* *** ** ******** * ***** “*** ********,” **** ******* ** ***** ***** ***** ** ** **** ***********. The fees for any Third Party Software that is not embedded in the Products, are dependent upon agreements between CSG and the third party vendor, and upon notification to Customer, CSG may increase the fees it charges to Customer for such Third Party Software no more than once annually pursuant to variations in the fees charged by the applicable third party vendor. Customer shall not be obligated to procure any Third Party Products (other than the embedded Third Party Products) through CSG and may, instead, choose to procure such products separately. *************** *** *********, ****** ******** ****** ** ** *** *******, *** **** *** ***** ** ******** * ***** ****** ** **** ***** *** ****** *** ***** ** ******* ** *********** ******** ** **** ******* ***.

 

5.5 Shipment. CSG will ship FOB shipping center the Products (FOB shipping point), and any CSG-provided third party software from its distribution center, subject to delays beyond CSG’s control. CSG will comply with Customer’s request for method of delivery of Products, whether via tape, disk, other medium, or electronic file transfer for Customer’ account so long as such format is available to CSG using commercially reasonable efforts. Customer’s license to the Products commences upon CSG’s delivery of the Products to the carrier for shipment to Customer. Upon timely notice by Customer to CSG, CSG will promptly replace, at CSG’s expense, any Products that are lost or damaged while en route to Customer. CSG will use commercially reasonable efforts to deliver all software to Customer via Internet or other remote delivery and will not ship software media unless agreed to by the Parties.

 

5.6 Equipment Purchase.

 

(a) Except as otherwise set forth in this Agreement or agreed in writing between Customer and CSG in accordance with Schedule P, Customer is fully responsible for obtaining and installing all computer hardware, software, peripherals and necessary communications facilities, including, but not limited to servers, power supply, workstations, printers, concentrators, communications equipment and routers that are necessary at Customer’s place of business in order for Customer to utilize the Services, Products and Deliverables (“Required Equipment”). Except as otherwise set forth in this Agreement or agreed in writing between Customer and CSG in accordance with Schedule P, Customer shall bear responsibility for the Required Equipment, including, but not limited to, the costs of procuring, installing, operating and maintaining such Required Equipment.

 

(b) CSG may provide, at Customer’s request and expense, a data communications line from CSG’s data processing center to each or any of Customer’s system sites receiving Products and/or Services (“System Sites”), as appropriate. Customer shall pay all pre-approved fees and charges in connection with the installation and use of and peripheral equipment related to the data communications line in accordance with the fees set forth in Schedule F.

 

ARTICLE 6

TERMINATION

 

6.1 Termination. This Agreement may be terminated in whole or in part in accordance with the following:

 

(a) If Customer fails to pay when due any amounts owed and not Disputed hereunder (in accordance with Section 5.2) within ***** **** (***) days of receiving written notice of such failure to pay amounts owed, CSG may, terminate

 

5

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

this Agreement (i) in its entirety if Customer failed to pay Undisputed Basic Service Charges defined in Schedule F hereto (“BSC”) which exceed *** ******* ******** ******* ($***) in the aggregate, or (ii) only as it pertains to a particular Product, Deliverable or Service, upon written notice to Customer, as of a date specified in such notice of termination. In the event CSG terminates the entire Agreement in accordance with (a)(i) above, CSG shall provide Customer written notice and Customer shall have an additional five (5) business days from receiving such notice to cure such breach prior to termination.

 

(b) If either Party breaches any material term or condition of this Agreement, other than those identified in Subsection 6.1(a) above, and fails either to substantially cure such breach within ****** (***) days after receiving written notice specifying in precise detail the nature of the breach or, for those breaches which cannot reasonably be cured within ****** (***) days, promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach, then the Party not in breach may, by giving written notice to the breaching Party, terminate this Agreement, in its entirety or as it pertains to a particular Product, Deliverable or Service(s) relating to the breach, as of a date specified in such notice of termination. *** ******* ********* ***** **** *** **** ********** ** **** ********** ***(*) ***** ** ****** ****** *** ******** ** *** ******* ********** ********** ***** ******* **** ** **** ** ***** *** *********** ** ***** ********* ** ********, ****** ** ************* ***** *** ******* ****** ***** **** *** ****** ** ************ ****** ** *** ******** ******* **** *** *********** ******** ** ** ******* ****** ***** ******* ***. All of the obligations of the Parties contained in this Agreement, except for Customer’s obligation to pay fees, shall be deemed to have been performed in an acceptable manner unless the party not in breach provides the breaching Party with written notice as stated above within sixty (60) days of the discovery of the event giving rise to the breach.

 

(c) If either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other Party hereto may, by giving written notice thereof to such Party, terminate this Agreement as of the date specified in such notice of termination.

 

(d) Customer may in its sole discretion terminate this Agreement for convenience and without cause upon providing CSG not fewer than ****** (***) days’ written notice. Such termination shall become effective when Customer has paid to CSG all amounts required pursuant to Section 12.3. *** ************ *** ****** ****, ******* ********’* ***** ** ********* ******** ** **** ******* ***(*), ******** ***** **** **** ********* ** ***** **** **** *********.

 

(e) Upon termination of the Agreement or any portion hereof for any reason, except as otherwise specifically set forth in Section 6.2, all rights granted to Customer under this Agreement or said portion, as applicable, with respect to the terminated Products, Deliverables and Services will cease, and Customer will promptly (i) purge all terminated Software from the Designated Environment and all of Customer’s other computer systems, storage media and other files; (ii) destroy the Software and all copies thereof; (iii) pay to CSG all Undisputed fees due, invoiced and unpaid pursuant to this Agreement; (iv) pay to CSG the Discontinuance Fee (if any) set forth in paragraph 12.3; however, Customer shall not be responsible for performing pursuant to Subsections (i), (ii) and (iv) above, if this Agreement is terminated by Customer pursuant to Section 6.1(b) or Section 6.1(c) and such termination is either uncontested or pursuant to a final arbitral award under Section 11.5.

 

(f) Except as otherwise set forth in Section 6.1(d) above and in subparagraph (d)(v) of Schedule L, for purposes of this Agreement, the effective date of termination shall be the earlier of (a) a Party’s written confirmation that termination is not disputed not to exceed ****** (***) days of after receipt of notice of termination or (b) final resolution of any dispute concerning such termination pursuant to Sections 11.4 or 11.5.

 

6.2 Deconversion and Customer Data.

 

(a) CSG agrees that during the term of this Agreement or upon expiration or termination of this Agreement by either party for any reason (including a termination without cause by a party), CSG shall, for so long as Customer pays for and receives Services, Products or Deliverables from CSG in connection with Connected Subscriber(s) pursuant to

 

6

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

the terms of the Agreement and for a period of ****** (***) **** thereafter, or in the case of an expiration of the Agreement, for a period up to ******** (***) ****** thereafter, provide the activities set forth in this Section 6.2 (“Deconversion Services”) to Customer in order that Customer can convert its subscribers to systems of one or more customer care and/or billing vendor(s) of Customer’s choosing and/or to one or more customer care and/or billing systems maintained by Customer or one of its Affiliates, or any combination thereof. Customer acknowledges that CSG’s obligations to provide such Deconversion Services shall be conditioned upon Customer’s obligation to pay all Undisputed invoices issued in the ordinary course of business. Such Deconversion Services shall include activities that are within CSG’s reasonable control and are necessary, reasonably anticipated and/or useful for CSG to perform in order that such subscriber conversions can be completed at a rate not to exceed **** ******* **** ******* ******** (***) ** *** *** (***) ***** ******* ************ ** ******** **** ****** ******* services to any of Customer’s subscribers, including those being converted, and without unreasonable disruption to Customer’s business or operations. Such Deconversion Services include (i) CSG’s full and complete cooperation with Customer and any vendors or affiliates to whom subscribers are being converted in connection with the conversion; (ii) all commercially reasonable efforts by CSG to minimize any interruptions or disruptions referred to in the preceding sentence; and (iii) furnishing CSG’s standard deconversion data package as well as any specifications for any interfaces used by Customer that are under CSG’s sole control via electronic data transmission or tapes provided CSG has ninety (90) days advance written notice. Customer acknowledges, if CSG sends the deconversion data package via electronic transmission upon Customer’s request and such transmission fails for reasons beyond CSG’s control, CSG shall not be liable for such failure. Any request for deconversion files or data shall be reasonably stated in an SOW, LOA or such other written notification received by CSG which clearly states the desired cut-off date and the System Principles (“SYS PRINS”) involved. The Parties agree that for the purposes of this Subsection 6.2(a), for each SYSPRIN CSG shall provide one (1) **** ****, *** (2) **** *****, *** ** ** ***** (***) ******* **** *******; provided, the aggregate payment per SYSPRIN for such activities shall not exceed ******* ******** ******* ($***).

 

For purposes of this Agreement, CSG’s “standard deconversion package” shall mean the following ten (10) master files:

 

1)

  **********

2)

  *****

3)

  ********* *********

4)

  ******** *********

5)

  *********

6)

  ********** ****

7)

  ****** **********

8)

  **********

9)

  ********** *** ****** (***** *********)(*** **** ***** **** ***** ****)

10)

  ********** *** ********* (*** **** ***** **** ***** ****)

 

Customer acknowledges that: (i) CSG’s standard cut-off day for deconversions is during the nightly cycle of the twenty first (21st) of the month and the deconversion timeline starts at upsystem on the morning of the 22nd which normally occurs at 3:30 am Central Time; and (ii) in the event Customer designates a cut-off date other than the 21st of the month, Customer shall be required to pay CSG’s then current fees for a financial snapshot as of the cut-off date, provided CSG identifies the fees associated therewith and will not commence any activity until Customer agrees thereto. For deconversions of up to *** ******* (***) subscribers, CSG shall furnish the standard deconversion package (live subscriber data) within ***** ***** (***) hours from upsystem (normally occurs by 3:30 am Central Time) on the first day following the designated cut-off date. For deconversions between *** ******* (***) *** **** ******* **** ******* ******** (***) subscribers, CSG shall furnish such standard deconversion package (live subscriber data) within ********** (***) ***** from upsystem (normally occurs by 3:30 am Central Time) on the first day following the designated cut-off date. For test deconversions under *** ******* (***) subscribers, the test data shall be delivered within *********** (***) ***** after the end of the live deconversion timeframe for the given month pursuant to the terms set forth above. For test deconversions between *** ******* (***) subscribers and **** ******* **** ******* ******** (***) subscribers, the test data shall be delivered within *** ******* *** ****** (***) ***** after the end of the live deconversion timeframe for the given month pursuant to the terms set forth above. The data or the standard deconversion data packages shall be delivered in the following sequence as it becomes available: 1) live 2) 30 day test 3) 90 day test.

 

7

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

During the time period that Deconversion Services are provided by CSG hereunder, CSG agrees to maintain, support, and make available to Customer levels of support substantially similar to those provided immediately preceding the notice of termination as well as all Products and Services used by Customer in formats or versions then currently used by Customer, including and not limited to ACSR, CCS, Vantage licensed products and other Products and Services then utilized by Customer. Such versions and formats shall be provided to Customer at no additional costs, fees or license requirements, except as subject to and unless expressly provided in this Agreement.

 

(b) To the extent this Agreement is terminated for cause by Customer, CSG shall perform the Deconversion Services at no charge or fee to Customer whatsoever, including, but not limited to, any deconversion fees and any charges or fees for deconversion files or tapes or other data requests referenced in subparagraph (a) made by Customer and which may be performed by CSG using all commercially reasonable efforts, made in connection with a conversion.

 

(c) If this Agreement is terminated other than for cause by Customer, then Customer will pay CSG, in advance, on the first day of each calendar month and as a condition to CSG’s obligation to provide Deconversion Services to Customer during that month, an amount equal to CSG’s reasonable estimate of the total amount payable to CSG for such termination assistance for that month as set forth in Schedule F hereto.

 

(d) CSG further agrees that notwithstanding the terms of this Agreement, from time-to-time and at any time, and whether or not relating to a termination or expiration of this Agreement, Customer may request deconversion files or tapes or other Customer Data (as defined in Schedule A hereto) in CSG’s possession to be electronically accessed by Customer or delivered to location(s) specified by Customer, in Customer’s sole discretion to the extent such request is practicable using all commercially reasonable efforts. In the event Customer requests additional data or data in a different format other than CSG’s standard deconversion data package, Customer shall provide CSG with specifications defining the desired data, the format and the media upon which the data will be provided. Within five (5) business days of receipt of such specifications, CSG shall notify Customer of the estimated development hours and costs required to produce the customized data and a target date for delivery of such data. Upon acceptance of said estimated hours and costs by Customer, such customized data shall be provided at CSG’s then current hourly rates in accordance with Schedule F of this Agreement. CSG shall use all commercially reasonable efforts to minimize the scope, hours, costs and expenses associated therewith. Without limiting the foregoing, in any instance where either party has given a notice of termination to the other, they each agree that CSG’s obligation to provide Deconversion Services pursuant to Section 6.2(a) above shall not commence until CSG has delivered to Customer its first request for live deconversion data pursuant to Section 6.2(a).

 

(e) CSG agrees that upon request of Customer, CSG shall provide Customer up to ***** (***) **** in a read only access on CSG’s online system (CCS/ACSR/Vantage). The fees for read only access on CSG’s online system shall be $*** *** ********** per month. Without limiting the rights and remedies of Customer under this Agreement, or otherwise, CSG acknowledges and agrees that CSG is a bailee of any and all data supplied by Customer, its agents or subscribers to CSG, and any data in CSG’s possession derived therefrom.

 

(f) CSG further agrees to perform the obligations set forth in Sections 6.2(a)-(e) hereof, and that with respect to such obligations TIME IS OF THE ESSENCE. To the extent CSG fails to perform obligations that it could have performed using commercially reasonable best efforts, the Parties agree that damages are an inadequate remedy at law and that Customer may apply for and be granted injunctive relief and/or specific performance without the need for any supersedeas or other bond or similar security in any court of competent jurisdiction. In addition, for each day that CSG fails to perform any of its obligations that it could have performed using commercially reasonable best efforts set forth in *********** ***(*), (*), (*), (*) or (*) after the day on which Customer provides CSG with written notice of such failure specifying the nature of the default/failure and following said date, CSG shall pay Customer, as Customer’s remedy, liquidated damages in the amount of *********** ******** ******* ($***) per day for each of the first ***** (***) days that CSG remains in breach of its obligations in **** ******* ***; following the initial ***** (***) days, CSG shall pay Customer *********** ******** ******* ($***) *** *** for each of the next thirty (30) days CSG remains in breach of its obligations in this Section 6.2: following the initial ****** ***** (***) ****, CSG shall pay Customer ************ ******** ******* ($***) *** *** for each day thereafter that CSG remains in breach of its obligations in this Section 6.2. The foregoing liquidated damages, and Customer’s right to seek injunctive relief and/or specific performance shall be Customer’s sole and exclusive remedy for failure to perform its obligations set forth in Subsections ***(*)-(*); provided, notwithstanding the foregoing, either Party may, pursuant to ******* ***(*), assert a termination of this Agreement based upon a breach of the obligations set forth in **** ******* ***.

 

8

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

*** ******* *********** *** ***** **** ******* ***** ********* ** *** ********** ** ******* *** (*), ******** ***** **** **** ********* ** ***** ** *** ***** ** **** *********, ********* *** *** ******* ** ******* **** ******. *** ******* *********** *** ***** **** *** ********** ******* *** ***** ***** *** * ********** ********** ** *** ****** ******* **** ******** ***** ****** ** *** **** ** ****** *** *********** *** ***** ** *********** *** (*)-(*). *** ******* ****** **** **** ***** *** ******* *** ************** ** ******** ** *** ********** ******* ******* ******** ** **** ******* ***. ****** ***** **** ** * ******* ******* *** *******, **** ******* ***** **** **** ***** *** ***** *** ****** ****, ** ** *** *** ******* *** ************** ** ************** ** *** ********** ******* ******* ******** ** **** ******* ***. ****** ****** ***** **** *** **** ******,**** ***** ***** ***** ** ********, ******** ** *** ***** *** ***** ** ******* ****, ** *** *** ****, ** **** *** ******* ** ***** ******* * ****** ** ******** ******* ** **** *** ********** ******* ****** *************. ******** ************ **** *** ******* ******* ** ******** ***** **** ******* ***(*) *** ******* ** ***** ***** ** ******* ** ******* *** *** **** *** **** *** ***** *** ***** ****** ** ******** ** ****** *** ******, ****** ** *********** ******** ** ******* ****, ****** ** ********* ********* *** ***** ** **** ******* ***(*).

 

(g) The Parties acknowledge and agree that fees and charges relating to Deconversion Services are governed by this Section 6.2 and as otherwise explicitly set forth in Schedule F of this Agreement. CSG shall use commercially reasonable efforts to minimize the scope, hours, costs and expenses associated therewith. To the extent that there are no separate fees or charges relating to Deconversion Services reasonably anticipated or contemplated by the Parties and requested by Customer, said activities shall be considered to be provided to Customer as part of the fees payable under this Section 6.2.

 

(h) Contemporaneously with the execution and delivery of this Agreement, CSG agrees to deliver to Customer a fully executed, irrevocable, special power-of-attorney in form and substance of that attached hereto as Schedule N, in which CSG authorizes Customer (on any day after it is required to do so pursuant to the actions ** proceedings authorized ** contemplated by this Section 6.2, ** otherwise by the Special Master (hereinafter referred to as the “Trigger Event”) to ****** ***** **** ************,****. (“***** ****”) ** *** ****** *** **** ** *** ** *******, *** ** **l **** ********* ** ******** *** ******** ** *** ** ***** ****, ** * ****** ******** ********* ** ******** *** ***** ****. ******** ************ **** ***** **** ***** **** ** *********** *** ********* **** **** ***** **** *** ** *** **********, ******* ** ******* *** *** *** ********** ** *******. ******** ***** **** ** ********** ** ****** ***** **** ** ****** ** ***** **********, *********, *** *** ******* **, *** ********* ** *** *********,******** ** ******** ******** ** ********** ** *** ** ***** **** ** *** ***** **** ******** ** ********, *** *** ***** ******** ********* *** *** ** ******* ** *********** *** ***** ** **** ******* ***, ******** **** ******** ** ********** ** ***’* **** ********** ********* **** ***** ****. *** *** ******* ** *** ********** ********** ** ************ ** **** ******* ***, *** ****** ***** **** ****** ******** ***** ** ****** ** **** *** *********, ************** *** ***** ****** ****** ** ******* **** **********. *******, *** ****** **** ** *** ***** ** * ******* *****, ***** **** ****** ******** ***** ** ****** ** **** *** *********, ************** *** ***** ****** ****** ** ******* **** **********. *******, *** ***** **** ** *** ***** ** * ******* *****, ***** **** ****** ******** ***** *********** ******* **** *** ******** ********* ** *** *** ************ ********* ** ***** ********** (*** * *********) ***** *** ** ***** ********** ** * ****** **** ** ***** ******** ****** ** ******** ** *** **** ** *** ******* *****, ********* ‘******* *******’ *********; **** *** ************* *******; *** ******** ******* ********** ** *** ******* *** ******** *** *** ******, *** *****, ******, ******* ** ***** ********* ********** ****** **** *** ********; *** ************* *** ************** ********* ********** *** ********* **** ** ******* *****, ***** **** ******, **** **** *****, ********* **** ********, *** ******; ********* ********** ****** *** ***, ******* *** *** ***** *** ******** ********; **** ******, ******** ******* *** *********, ********* ********** ******; ****** ****** *** ************ *************, ********* *** ************, **** ******, ****** **************, ********* ********, *********** ************, ******* *********, *** *** ***** ******* *********** *** *********** *************; *** *********** ******* **********.

 

(i) Without limiting any other provision of this Article 6, and upon payment of Undisputed fees or charges, upon termination or expiration of this Agreement for whatsoever reason, all Customer Data in CSG’s possession shall be returned to Customer, except as to portions thereof to which Customer may agree, in which case said data shall be destroyed.

 

9

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

(j) All written notification from Customer shall be pursuant to the terms and conditions of Section 12.10. To the extent CSG deems any notice received by Customer is not in compliance with Section 12.10, CSG shall notify Customer immediately of the exact nature of the deficiencies and what information is needed for CSG to perform the requested tasks.

 

6.3 Delivery of Items. Upon the expiration or termination of this Agreement for any reason, Customer will promptly pay CSG Undisputed fees and Reimbursable Expenses that are due, invoiced and unpaid for the Services and Deliverables provided by CSG prior to the termination. At any time (upon request by the disclosing Party) the receiving Party will, deliver to the disclosing Party all notebooks, documentation and other items that contain, in whole or in part, any disclosing Party Confidential Information used in performance of the Services.

 

ARTICLE 7

INDEMNITY

 

7.1 CSG Indemnity. Except with respect to Third Party Software, if a claim or an action is brought against Customer claiming that the Products infringe a copyright, trademark, trade secret or U.S. patent issued as of the Effective Date, CSG will defend Customer at CSG’s expense and pay the damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by Customer in the infringement claim or action, but only if (i) Customer notifies CSG promptly upon learning that the claim is asserted or threatened to be asserted, (ii) CSG has sole control over such defense of the claim and any negotiation for its settlement or compromise and (iii) Customer takes no action in connection with such claim or action that, in CSG’s reasonable judgment, is contrary to CSG’s interest.

 

7.2 Opportunity to Cure. If a claim described in Section 7.1 is threatened or has been asserted, Customer will permit CSG, at CSG’s option and expense, to (i) procure the right to continue using the Product, (ii) replace or modify the Product to eliminate the infringement while providing functionally equivalent performance that does not cause business interruption to Customer or its operations, or additional costs to Customer in utilizing said replacement or modification with its existing customer care, billing and related systems of Customer, or (iii) accept the return of the Product and refund to Customer the amount of the fees actually paid to CSG and allocable for such Product, and a pro rata share of any maintenance fees that Customer actually paid to CSG for the period that such Product was not usable.

 

7.3 Limitation. CSG shall have no indemnity obligation to Customer if the infringement claim results from (i) a correction or modification of the Product not provided by or on behalf of CSG, (ii) Customer’s failure to promptly install an Update provided by CSG which CSG provides in a timely manner at no cost to Customer (including and not limited to additional costs related to using such software in the manner authorized or otherwise reasonably necessary for commercial implementation of the software in the Designated Environment) and notifies Customer that the particular Update is provided to eliminate or prevent the infringement, or (iii) the combination of the Product with other items not provided by CSG, except to the extent authorized in writing by CSG or otherwise reasonably necessary for commercial implementation of the Products, or Services in the Designated Environment; ******** ******* **** ******* ** ******** ******** **** ****** ******** ***** ******** ** **** ** *** ***** ********* ** ******* *** ** ********** ** *** **** ********, *** **** ******** ****** ******** ** **** ***** *** ******* ** *** *** *********** ** ************ ** *** ****** ******* **** ** ****** ** ***** ************ ********** ******* **** ********* *** ************. ** *** ***** ******** **** *** ******* *** ****** ******* **** *** ****** ** ***** *******, *** **** ** ******** ** *** *********** ***** **** ******* * **** ******* ** *** ************ ****** ***** ** ********** ********* *********** ** *** ******* **** *** ****** *******. THE REMEDIES SET FORTH IN SECTIONS 7.1 AND 7.2 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM.

 

10

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

7.4 Customer Indemnity. If an action is brought against CSG claiming that Customer’s Intellectual Property infringes a copyright, trademark, trade secret or patent, Customer will defend CSG at Customer’s expense and pay all damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by CSG in the infringement action, but only if (i) CSG notifies Customer promptly upon learning that a legal action has been asserted or threatened to be asserted, (ii) Customer has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) CSG takes no action that, in Customer’s reasonable judgment, is contrary to Customer’s interest. Customer shall have no indemnity obligation to CSG to the extent that the infringement claim results from a correction or modification not provided by Customer. THE REMEDIES SET FORTH IN THIS SECTION ARE CSG’S SOLE AND EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM BASED ON CUSTOMER’S INTELLECTUAL PROPERTY.

 

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

 

8.1 Limited Warranty. CSG warrants that the Products will (i) conform to CSG’s published specifications in effect on the date of delivery, and (ii) perform in a certified Designated Environment substantially as described in the accompanying Documentation for a period of ****** (***) days after the date of delivery. CSG warrants that, for a period of one year from the date the applicable Technical Services are performed, such Technical Services were performed in a professional and workmanlike manner. CSG provides any Third Party Software that is not Embedded Third Party Software AS IS. Other than as expressly set forth in this Section 8.1, Customer acknowledges that the Products and any such Third Party Software may not satisfy all of Customer’s requirements and the use of the Products and such Third Party Software may not be uninterrupted or error-free. CSG further warrants that it has not knowingly inserted, or knowingly allowed to be inserted, and will use all commercial efforts to prevent insertion, into the Products, Services or Recurring Services, and the medium in which the Products, Services or Recurring Services, and other materials are provided to Customer by CSG, any program, information, code and commands, including viruses, bombs, worms, backdoors or Trojan horses, (i) that are designed to cause the Products, Services or Recurring Services or any of Customer’s software or hardware systems to malfunction, self-destruct or deny services, (ii) that are designed to cause damage to or degrade performance of any computer, network, or any information, program or data contained therein, or (iii) that are designed to enable unauthorized access to any of Customer’s software or hardware systems.

 

8.2 Remedies. In case of breach of warranty or any other duty related to the quality of the Products, CSG or its representative will correct or replace any defective Product or, if not practicable, CSG will accept the return of the defective Product and refund to Customer the amount actually paid to CSG allocable to the defective Product, and all maintenance fees that Customer actually paid to CSG related to the defective product from the inception of the license grant. Except for CSG’s obligations set forth in Article 7, Customer acknowledges that this Section sets forth Customer’s sole and exclusive remedy, and CSG’s exclusive liability, for any breach of warranty or other duty related to the quality of the Products or Deliverables. THE REMEDIES SET FORTH IN THIS PARAGRAPH ARE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH BELOW IN SECTION 9.2.

 

8.3 Exclusion of Certain Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, ANY THIRD PARTY SOFTWARE, AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES BEING PROVIDED ARE NOT WARRANTED TO BE ERROR-FREE.

 

ARTICLE 9

LIMITATION OF REMEDIES AND DAMAGES

 

9.1 Protection of Data and Property. Backup and recovery plans or backup and recovery software is not included with the Products that are located at Customer’s site(s). Any Customer documents, data and files located at Customer’s site(s) are and shall remain Customer’s property; and therefore, Customer is solely responsible for its own backup and recovery plan(s) for its data stored within the Designated Environment or utilized within such Products.

 

11

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

9.2 No Consequential Damages/Limitation of Liability.

 

EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7, A BREACH BY EITHER PARTY OF ARTICLE 10 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR RELATED PERSONS, LICENSORS OR VENDORS BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE. FOR THE PURPOSE OF THIS AGREEMENT, CUSTOMER’S OBLIGATION TO PAY THE REMEDIES UNDER SECTION 12.3 SHALL BE CONSIDERED DIRECT DAMAGES.

 

EXCEPT FOR DAMAGES OR LIABILITIES RELATED TO SECTIONS 6.2 (TERMINATION ASSISTANCE AND CUSTOMER DATA), 7.2 (INDEMNITY) OR ARTICLE 10 (CONFIDENTIALITY), OR CUSTOMER’S OBLIGATION TO PAY ANY REMEDIES UNDER SECTION 12.3, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, CUSTOMER, THEIR LICENSORS OR THEIR VENDORS INCUR DURING THE INITIAL TERM OF THIS AGREEMENT EXCEED ***** ******* *** ****** ******* ($***). THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE DURING THE ENTIRE TERM OF THIS AGREEMENT.

 

THE AFOREMENTIONED EXCLUSIONS AND LIMITATIONS OF DAMAGES SHALL BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

9.3 Pay-Per-View Liability.

 

(*) *************** ******** ** *** ******** ******, ***** ***** ********* **** ******* ** **** ************ *********** *** *** *** *** ******, *******, ****** ** ******** ******** ** ******** ******* ******** ** ********** *** ** ***** ********** ** ************ *********** ** ********** **** ************ ****** (“*** ******”) ***** ** ******* ** *** ****** ******* ******** ******** ** ******** *** ****** ** ***** ********** ** *** ******** ** **** ***********, ***** ********* ***** ** ******* ** *** *********** *** ***** ** ******* *** *****.

 

(*) *************** ******** ** *** ******** ******, ***** *** ** ********** *** ******** **** ******* (***) ** **** ************ ** ********** **** * ************ ***** ***** **** * *** ***** (“*** *****”), ***** ***** ********* *** *** ******, *******, ****** ** ******** ******** ** ******** ******* ******** ** ********** *** ** ***** ********** ** ************ *********** ***** ** ******* ** *** ****** ******* ******** ******** ** ******** *** ****** ** ***** ********** ** *** ******** ** **** ***********, ***** ********* ***** ** ** ***** ***** ***** *** ******* *** *********** ******** ******* ($***) *** *** *****. ******** ******* ****** **** ***** ********* ********* ** ********** **** *** ********** ** *** *** **** *********** *** *** ****** ****** *** ********* ***** ***** *** ****** ***** ******* *** ************ ******** ******* ($***). ** *** ***** *** ** ********** **** **** *** ******** **** ******* (***) ************ ** ********** **** * *** *****, **** ***** ********* ***** ** ******* ** *** *********** *** ***** ** ******* *** *****. *** ******** ** **** ******* ***, “*** ******” ***** *** ******* *************** ******.

 

(*) *** ******* ****** ****, ** *** ****** ** ********* *********** **** *** **** ***** ***** ******* (***) ****** *** ****** ****** ********* *** ***** ****** **** ** * ***** ***** **** ******* ***, ***** ********* ********* ***** ************ ***(*) ***** ***** ******* *** ***** ******** ******* ($***) *** *** ***** *** ***** ********* ********* ***** ** ***** ******* *** ***** ******** ******* ($***) *** *** ****** ****** *** ******** ****.

 

(*) *** ****** **** ** *** ** ******** ** ********** **** ***** ********** ** ************ *********** ** ********** **** **** ******* *** ***** ** ** *** **** ** * ****** ******* ** *** ** ********** ******* ******* **** ***. ******** **** ****** *** ** ******* ****** ***** (***) **** ** *** *****(*) ****** **** ** * ***** ***** **** ******* ***. ** ****** ****** ** *** ******** ** *** ****** **** **** (***) *** ******, **** ******** ****** **** *** ***** **** ** ********* ********** ********* ******* **** *****

 

12

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

**** ** ********* ********** **** ************ ********** ****** *** ****** ** *******, ** *******, ** ********* **** ***************. *** ****** ***** ********* ** ******** ***** ******* *** ******* ********* *** *** ** ***** * ********* ****. **** ******* ***** ** *** ***** ************ ********** **** ******* ** ******* *** ******** ** ********* *********** ******* **** ** *********** ** ******** **** ***** **** **** ** *** ********* *********. ******** ************ **** *** ******* ******* ** ******** ***** **** ******* ***(*) *** ******* ** ***** ***** ** ******* ** ******* ***.

 

ARTICLE 10

CONFIDENTIAL INFORMATION

 

10.1 Definition. Customer or CSG may reveal information to the other Party relating to each other’s business, the Products, Deliverables, Services and any Third Party Software provided hereunder, which is confidential (“Confidential Information”). Confidential Information shall include, without limitation, all of Customer’s and CSG’s trade secrets, and all know-how, design, invention, plan or process, Customer Data, and Customer’s data and information relating to Customer’s and CSG’s respective business operations, services, products, research and development, CSG’s vendors’ or licensors’ information and products, and all other information that the receiving Party should know from the markings or the circumstances of disclosure.

 

10.2 Restrictions. Subject to Section 10.4 below, each Party shall maintain the confidentiality of such Confidential Information and not show or otherwise disclose such Confidential Information to any third parties without the prior written consent of the disclosing Party. Each Party shall use the Confidential Information solely for purposes of performing its obligations under this Agreement. Each Party shall indemnify the other for any loss or damage the other Party may sustain as a result of the wrongful use or disclosure by such Party (or any employee, agent, licensee, contractor, assignee or delegate of the other Party) of its Confidential Information. Neither Party will allow the removal or defacement of any confidentiality or proprietary notice placed on any of the other Party’s documentation or products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

 

10.3 Disclosures. Neither Party shall have any obligation to maintain the confidentiality of any Confidential Information which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving Party; (ii) is independently developed by the receiving Party as demonstrated by its written records; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. If, in the judgment of counsel, disclosure is required by law (including securities laws), the receiving Party will so inform the disclosing Party, which may pursue any protective treatment from the court of competent jurisdiction. Provided the receiving Party cooperates with the disclosing Party at the disclosing Party’s expense and the disclosing Party is unable to obtain a protective order, the receiving Party may disclose to such authority data, information or materials involving or pertaining to Confidential Information to the extent required by such order or authority. If an unauthorized use or disclosure of Confidential Information occurs, the Parties will take all steps that may be available to recover the documentation and/or products and to prevent their subsequent unauthorized use or dissemination.

 

10.4 Limited Access. Subject to Section 12.5 of this Agreement and Section 11 of Schedule B, each Party shall limit the use and access of Confidential Information to such Party’s bona fide employees or agents, including independent auditors and required governmental agencies, who have a need to know such information for purposes of conducting the receiving Party’s business and who agree to comply with the use and non-disclosure restrictions applicable to the products and documentation under this Agreement. If requested, the receiving Party shall cause such individuals to execute appropriate confidentiality agreements in favor of the disclosing Party. Each Party shall notify all employees and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the disclosing Party and shall instruct such employees and agents to maintain the Confidential Information in confidence.

 

13

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ARTICLE 11

EQUITABLE RELIEF AND MEETINGS

 

11.1 [Intentionally left blank]

 

11.2 Equitable Relief. Subject to the penultimate sentence of Section 3.8.2 of this Agreement, nothing in this Agreement will prevent either Party from seeking interim injunctive relief against the other Party in the courts having jurisdiction over the other party.

 

11.3 Meetings. The Parties will jointly develop a formal process for reporting and tracking software problems (“Incident Reports”), and the reporting of them to Customer on no less than a monthly basis. The Parties shall also meet monthly to discuss and coordinate operational and other issues arising from this Agreement, anticipated operational and business needs of the Customer, and, if applicable, any proposed changes to the Designated Environment. The Parties further agree to meet once in every calendar year to review the Designated Environments and discuss any proposed changes thereto.

 

11.4 Special Master. Within thirty (30) days of the execution of this Agreement, the Parties agree to designate a mutually acceptable Special Master for the purpose of having exclusive jurisdiction of matters and disputes associated with Section 6.2 of this Agreement. **** ******* ****** ***** **** ********* ** ***** ********** ** ********* *** *********** ** ***** ********* ** *** ** ********** ********* ** ****** ***** ** *** ******* ****** ****** **** ******* ** ******* *** ******** ********** **** ******* ***. *** ******* ******** ******** *** ****** ***** *** ** ******* ** *** ****** ** ************, *** *** ******* ***** ** ** ***** *******. **** ******* ****** ***** **** *** ********* ** ***** ********* ** ********** ******, *******, **** ******* ****** ***** ***** ** ***** ** ********* ** **** **** ***** **** ******** *** ******** ** ********* *******. **** ******* ******, ** ** ********* ********* ********** ********** ** *** *******, ***** ** ********** ****** *** ******* **** ** **** *********. *** ******* ******** ***** **** ** *** ********* ****** ** *** ******* *** *** ******, *************, ****** ** *********** ********* ** ** ***** ** *** ******* ****** ******** ** ******* ***. *** ***** **** (i) ** ******* *** **** ** **** ******* ********* ** *** ***, ********** ** ******, *** (ii) ******* ******** **** *** **** *** ***** ** ******** ***** ** ** ***** ****, ******** ** *** ******* ****** ******* ** ********** ***. ******** **** *** ******* ******** ***** *** ** ******* ** *** ***** **** *** ************ *******. *** ********** *****, **** ** ******** ******** ** ********* *** ******* ******** ***** **** ** ******* ******* *** ***** **** ******* *** ***********.

 

11.5 Arbitration

 

Except for those matters subject to Section 11.4, any controversy or claim arising out of this Agreement, or the existence, validity, breach or termination thereof, whether during or after its termination or expiration, will be finally settled by arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association (“AAA”), as modified or supplemented under this Section 11.5.

 

(a) To initiate arbitration, either Party may give the appropriate notice at the Regional Office in *** ****, *** ****. *** ************ ***** **** ******* ** ***** (***) ***********, *** ********** ********* ** **** ***** *** * ***** ******* ********** ********* ** *** *** (***) *********** ********** ** *** ******* ***** ***** ** ** ***** ** *** ******* ******. Any communications between a Party and any appointed panel will be directed to the AAA for transmittal to the panel. The panel shall have the authority to order production of documents and deposition of Party witnesses as may be reasonably requested by either Party or the panel itself. The Parties expressly agree that the arbitrator or panel will be empowered to, as to either Party’s request, grant injunctive relief. *** ******* ******* ***** **** ** *** ****** ********** ********, ** *********** ***** ***** ** **** ******** ** **** ******* **** ****** *** ******* *** ****** (***) **** ** *** ***** ********* ** *** *****.

 

(b) The arbitral award will be the exclusive remedy of the Parties for all claims, counterclaims, issues or accountings presented to the panel. The award will (i) be granted and paid in U.S. dollars exclusive of any tax, deductions or offset, and (ii) include interest from the date the award is rendered until it is fully paid, computed at the

 

14

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

maximum amount allowed by applicable law. Judgment upon the arbitral award may be entered in any court that has jurisdiction thereof. *** ********** *****, **** ** ******** ******** ** ********* *** ******** ***** **** ** ******* ******* *** ***** **** ******* *** ***********.

 

ARTICLE 12

GENERAL TERMS AND CONDITIONS

 

12.1 Reporting

 

(a) Status Reports: Upon Customer’s request to the Comcast Strategic Business Unit (“SBU”), CSG shall prepare a written status report, in a format to be mutually agreed to in advance, to Customer detailing the status of the any or all outstanding Statements of Work issued pursuant to this Agreement. The status report shall enumerate any problems that may adversely affect the progress of the Deliverables from such Statements of Work and shall contain such additional information as mutually agreed upon by the Parties. In addition to providing current schedule estimates of project completion or milestone achievement, status reports shall provide an accurate and timely accounting of all billable expenses incurred and billable labor hours expended for each outstanding Statement of Work. Status reports shall be provided in printed form as well as in a widely used word processing and /or spreadsheet or database format such as Microsoft Excel or Access as appropriate to the structure of the reports and as the Parties mutually agree. Delivery schedules for such status reports shall be mutually agreed upon at the time of Customer’s request.

 

(b) Project Book: Upon Customer’s request to the SBU, for projects with an estimated cost exceeding *** ******* ******** ******* ($***), CSG shall, at its sole cost and expense, maintain a project book in a format to be mutually agreed upon in advance, which shall contain: (1) the names, titles, and business addresses of CSG’s personnel managing services related to a Statement of Work issued pursuant to this Agreement; (2) a copy of the Statement of Work; (3) a copy of status reports for such Statement of Work; (4) documentation and manuals developed as part of the Statement of Work; and (5) any other data in CSG’s possession substantially pertinent to the progress and/or status of the Statement of Work, such as confidentiality agreements, subcontracts, amendments, or Change Orders relating to the Statement of Work. Delivery schedules for such project books shall be mutually agreed upon at the time of Customer’s request. The project book shall be the property of Customer and shall be provided to Customer upon request.

 

12.2 Survival. Termination or expiration of this Agreement shall not impair either Party’s then accrued rights, obligations, liabilities or remedies. Notwithstanding any other provisions of this Agreement to the contrary, the terms and conditions of Sections 1.3, 1.4, 1.6, 2.1, 3.5, 3.7, 3.9, 3.10, 5.2, 6.2, 6.3, Articles 7 through 12, and Schedules A, I, J and N shall survive termination or expiration of this Agreement.

 

12.3 Minimums.

 

(a) “Discontinuance Fee” shall mean the remaining unpaid portion of the Minimums through December 31, 2006, existing upon the effective date of termination.

 

(b) Each month during the term of this Agreement, Customer shall pay the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month. Customer further agrees to pay the Minimums in accordance with the following:

 

(i) Upon the Effective Date through December 31, 2006, at the end of each calendar year, Customer shall pay the difference between the annual Minimums set forth in Schedule F and all fees invoiced and otherwise identified as counting toward the Minimums in accordance with page 2 of Schedule F, for the calendar year. Customer’s December invoice shall reflect the applicable monthly fee for December (in accordance with Schedule F) as well any additional amounts to be paid (if any) in order for Customer to achieve the annual Minimum for that calendar year.

 

(ii) From January 1, 2007 through December 31, 2008, for each month Customer is processing *** (***) ******* or more Connected Subscribers, Customer shall pay the greater of (i) the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month, or (ii) the monthly Minimums set forth in Schedule F. Any monthly payment exceeding the monthly Minimums shall be credited to only the following month’s Minimums. CSG

 

15

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

acknowledges that once Customer processes less than *** (***) million Connected Subscribers under this Agreement, the monthly Minimums shall no longer apply in any succeeding month and Customer shall pay only the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month.

 

(c) The Parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon CSG receiving the Minimums and/or Discontinuance Fee pursuant to terms of this Agreement. Customer acknowledges and agrees that, without Customer’s obligation to pay the Minimums and/or Discontinuance Fee pursuant to this Section 12.3, CSG would have been unwilling to provide the Products and Services at the fees set forth in Schedule F. Because of the difficulty in ascertaining CSG’s actual damages for a termination or other breach of this Agreement by Customer resulting in a termination of this Agreement before the expiration of the Initial Term, Customer agrees as follows:

 

(i) Upon a termination of this Agreement in its entirety on or prior to December 31, 2006 which is either uncontested or pursuant to a final arbitral award under Section 11.5, for reasons other than by Customer pursuant to those exclusively described in Section 6.1(b) or 6.1(c), then in addition to all other Undisputed amounts then due and owing to CSG for Services previously rendered, CSG shall receive the Discontinuance Fee as its sole and exclusive remedy at law or equity and, except as expressly set forth in this Section 12.3, Customer shall have no further obligations or liabilities under this Agreement or otherwise. In the event CSG continues to provide Services in relation to Customer’s Connected Subscribers after the effective date of termination through December 31, 2006, and the fees for such Services exceed the Discontinuance Fee paid by Customer, then Customer shall pay to CSG any and all Fees earned by CSG pursuant to Schedule F in excess of the paid Discontinuance Fee. Customer further agrees that if CSG continues to provide Services in relation to Customer’s Connected Subscribers after December 31, 2006, CSG shall receive any additional amounts incurred by Customer after December 31, 2006, pursuant to the Fees set forth in Schedule F, including, but not limited to any applicable Minimums described in subparagraph (b)(ii) above.

 

(ii) Upon termination of this Agreement in its entirety on or after January 1, 2007, which is either uncontested or pursuant to a final arbitral award under Section 11.5, for reasons other than by Customer pursuant to those exclusively described in Section 6.1(b) or 6.1(c) then in addition to all other Undisputed amounts then due and owing to CSG for Services previously rendered, CSG shall be entitled to receive the damages incurred by CSG solely to the extent such termination was pursuant to Section 6.1(b) for Customer’s breach. In addition, CSG shall be entitled to charge Customer, pursuant to the fees set forth in Schedule F, any additional fees incurred by Customer after the effective date of termination to the extent CSG continues to provide Services in relation to Customer’s Connected Subscribers, including, but not limited to, any applicable Minimums described in subparagraph (b)(ii) above.

 

(d) *** ******* *********** *** ***** **** *** ************** *** ** * ********** ********** ** *** ****** ******* **** *** ***** ****** ** * ****** ** * *********** ** **** ********* *** ******* ***** **** ** ******** ******** ** ***** *********** ********* ** ******* ***(*) ** ***(*). *** ******* ****** **** **** ***** *** ******* *** ************** ** ******** ** *** ************** ***. ****** ***** **** ** * ******* ******* *** *******, *** ******* ****** **** **** ***** *** **** ****** ****, ** ** *** *** ******* *** ************** ** *** ************** *** ** ********** **** *** ***** ** **** *******. ****** ****** ***** **** *** **** ******, *** ***** ***** ***** ** ********, ******** ** *** ***** *** ***** ** ******* ****, ** *** *** **** *** ******* ** **** *** ******* ** ****** ******* * ****** ** ******** ******* ** **** *** ************** *** ****** ************. *** ************ **** *** ******* ******* ** *** ***** **** ******* **** *** ******* ** ********** ***** ** ******* ** ******* *** *** **** ******** **** *** ***** *** ***** ****** ** ******** ** ****** *** ******, ****** ** *********** ******* ** ******* **** ****** ** ********* ********* *** ***** ** **** ******* *****.

 

12.4 Independent Contractor

 

(a) CSG warrants and agrees that it is engaged in an independent business and that it and its employees and agents will perform under this Agreement as independent contractors and not as agents or employees of Customer; and that it will maintain complete control over performance by its employees, agents and subcontractors. Customer is not liable for debts or expenses incurred by CSG, its employees, agents and subcontractors. Nothing in this Agreement or any subcontract shall create any contractual relationship or liabilities between any agent or subcontractor and

 

16

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Customer. CSG shall be responsible for its own acts and those of its agents, employees and subcontractors in connection with performance of this Agreement.

 

(b) CSG will be solely responsible for all matters relating to payment of its employees, including compliance with workers’ compensation, unemployment, disability insurance, social security withholding, and all other federal, state and local laws, rules and regulations governing such matters. CSG and its employees are not entitled to unemployment insurance benefits as a result of performing under this Agreement unless unemployment compensation coverage is provided by CSG. CSG is responsible for and shall pay all assessable federal and state income tax on amounts paid under this Agreement. CSG shall be solely responsible for its safety, the safety of its employees, its subcontractors and agents, and its general work area while on CSG’s premises. Each Party shall be solely responsible for the acts and omissions of their respective employees, subcontractors and agents while on the other’s premises

 

12.5 Subcontractors. CSG shall provide Customer written notice prior to subcontracting any obligations hereunder. Such requirement shall not apply to purchases of incidental, standard commercial supplies or raw materials. Notwithstanding the preceding, CSG shall have the right to engage consultants, supplemental staffing, or individual independent contractors to perform any Services CSG deems necessary, without providing notice to Customer. However, CSG agrees to indemnify, defend and hold Customer harmless against any and all losses and/or damages incurred by the Customer arising from such third party’s acts or omissions subject to the limitations contained herein as though such contractors were employees of CSG.

 

12.6 Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including, but not limited to epidemics, earthquake, lightning, failures or fluctuations in electrical power or telecommunications equipment, accidents, floods, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, acts or omissions of any common carrier, strikes, labor disputes, regulatory restrictions, restraining orders or decrees of any court, changes in law or regulation or other acts of government, transportation stoppages or slowdowns or the inability to procure parts or materials; provided, Customer’s obligations relating to fees or payment relating to specific Products, Services or Recurring Services shall be forgiven to the extent such events interfere with Customer’s use of any such Products, Services or Recurring Services. These causes will not excuse Customer from paying accrued Undisputed amounts due to CSG through any reasonably available lawful means reasonably acceptable to CSG.

 

12.7 Assignment. Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior approval, which shall not be unreasonably withheld. Any attempt to do so without such approval will be void. Notwithstanding the foregoing, Customer and CSG may assign this Agreement, upon notice to the other, to a related or unrelated person in connection with a transfer of all or substantially all of its stock or assets to a third party, and Customer and CSG hereby consent to such assignment in advance.

 

12.8 Source Code Escrow. Within thirty (30) days of the Effective Date, at Customer’s sole cost and expense, CSG will add Customer as a beneficiary to CSG’s Master Preferred Source Code Escrow Agreement attached hereto as Schedule I (“Source Code Agreement”) with the third party escrow agent Data Securities International, Inc. (“DSI”). CSG shall, at CSG’s sole cost and expense, place and maintain the Products and the software used by CSG and identified in Exhibit A, in source code form, together with all appropriate supporting materials (collectively, the “Deposit Materials”), in trust with DSI and, except as expressly provided in the following sentence, shall provide Updates to the Deposit Materials within fifteen (15) days of the first and sixth months of each calendar year at CSG’s sole cost and expense. Notwithstanding the above, CSG agrees to deposit Updates to the code necessary to provide the CCS Services on a monthly basis at CSG’s sole cost and expense. In the event that CSG (i) files for protection under Chapter 7 of the bankruptcy laws of the United States of America or takes other steps to liquidate its assets for the purposes of discontinuing its business, (ii) ceases to provide maintenance and support for any of the software listed in Exhibit A of the Source Code Agreement, or (iii) in the event First Data fails to strictly comply with the provisions of Section 6.2 as set forth in the power-of-attorney attached in Schedule N (each of the foregoing, a “Release Condition”); then, Customer may request a release of the applicable Deposit Materials related to the Product(s) and/or Service(s) sufficient to allow Customer to maintain services for Customer’s cable systems that utilized the applicable, software or services.

 

12.9 Construction and Interpretation. Each Party hereto acknowledges that it was represented by counsel in connection with this Agreement and the transactions contemplated herein, that it and its counsel reviewed and

 

17

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

participated in the preparation and negotiation of this Agreement and the documents and instruments to be delivered hereunder, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or the documents and instruments to be delivered hereunder. This Agreement constitutes the entire agreement between the Parties and supersedes any and all written or oral prior agreements and understandings regarding the matters herein including, and not limited to, the Prior Agreements. Each Party has not relied on and will not rely on, and each Party is not liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the matters herein, excluding those warranties which are set forth elsewhere in this Agreement. This Agreement may not be modified except in a writing signed by the Parties. Any attempted oral modification of this Agreement shall be void.

 

12.10 Notices. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by facsimile, courier or mail, postage prepaid, to the address specified below or to any other address that may be designated by prior written notice. Any notice or approval delivered by facsimile (with electronic confirmation) will be deemed to have been received the day it is sent. Any notice or approval sent by courier will be deemed received one day after its date of posting. Any notice or approval sent by mail will be deemed to have been received on the 5th business day after its date of posting.

 

If to Customer:

  If to CSG:

Comcast Cable Communications

   

Management, LLC

   

c/o Comcast Cable Communications

  CSG Systems, Inc.

1306 Goshen Parkway

  7887 East Belleview, Suite 1000

Westchester, PA 19380

  Englewood, CO 80111

Tel: *************     Fax: **************

 

Tel: (303) 796-2850     Fax: (303) 804-4012

Attn: ** ******, Senior Director

  Attn: President with a copy to General Counsel

of Information Systems

   

With a copy similarly addressed to General Counsel,

   

Comcast Cable Communications, Inc.

   

 

12.11 Binding Authority. No amendments, modifications, or other changes and additions to this Agreement, including, and not limited to, SOWs, LOAs will be effective, binding and enforceable against Customer, unless such are approved in advance, in writing or other manner mutually designated by the Parties, by Customer’s Contract Administrator. The Contract Administrator shall initially be ** ******, Senior Director of Information Systems, or as otherwise designated by Customer to CSG in accordance with Schedule P.

 

12.12 Publicity. Except for disclosures required by law, each Party will submit to the other all public disclosure(s), advertising and other publicity matters relating to this Agreement in which the other Party’s name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied, and will not publish or use such advertising or publicity matters without the express prior written approval of the other Party Regardless of anything to the contrary herein, CSG may, without the prior written consent of Customer, make reference to the existence of this Agreement and use Customer’s name and mark on CSG’s customer reference lists, in CSG’s newsletters, in CSG’s disclosure documents submitted to the SEC and posted on EDGAR, and on the websites of CSG or its parent company. The Parties agree that a redacted version of this Agreement may be filed with the Securities Exchange Commission and filed on EDGAR.

 

12.13 Miscellaneous. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by the Party to be charged. Any attempted oral modification of this Agreement shall be void and of no effect. This Agreement will be governed by and interpreted in accordance with the laws of New York, U.S.A., to the exclusion of its conflict of laws provisions. The Parties agree that the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.

 

12.14 Counterparts and Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. A document signed

 

18

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

and transmitted by facsimile machine is to be treated as an original and shall have the same binding effect as an original signature on an original document.

 

12.15 Schedules and Attachments. The following Schedules and Exhibits are attached and incorporated herein, and each reference herein to the “Agreement” shall be construed to include the following:

 

Schedule A – Definitions

 

Schedule B – Product License, Maintenance, Support and Capacity

 

Schedule C and associated Exhibits – Recurring Services

 

Schedule D – Designated Environment(s)

 

Schedule E – Technical Services

 

Schedule F – Fees

 

Schedule G – Interim Letter Agreement

 

Schedule H – Support Services for the Products

 

Schedule I – Source Code Agreement

 

Schedule J – Outstanding Statements of Work

 

19

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule K – Guidelines for Passer Program Requests

 

Schedule L – Performance and Service Level Standards

 

Schedule M – Outstanding Fees from Prior Agreements

 

Schedule N – Power-of-Attorney

 

Schedule O – Implementation and Conversion Services

 

Schedule P – Authorization Schedule

 

THIS AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF BOTH PARTIES.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.

 

COMCAST CABLE

COMMUNICATIONS MANAGEMENT, LLC

 

CSG SYSTEMS, INC.

By:

 

/s/ David H. Richardson

 

By:

 

/s/ Edward C. Nafus

   
     

Name:

 

David H. Richardson

 

Name:

 

Edward C. Nafus

   
       

Title:

 

SVP Administration

 

Title:

 

President - Broadband _____

   
       

Date:

 

3/17/04

 

Date:

 

3/16/04

   
       

 

20

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule A

 

DEFINITIONS

 

“ACH Funds” shall have the meaning as set forth in Exhibit C-3(e).

 

“Acquiring Entity” shall have the meaning as set forth in Schedule G

 

“Additional Products” shall have the meaning as set forth in Schedule B.

 

“Additional Services” shall have the meaning as set forth in Exhibit C-3(a).

 

“Additional Terms” shall have the meaning set forth in Section 1.2.

 

“Affiliate(s)” shall have the meaning set forth in Section 1.5.

 

“Agreement” shall have the meaning as set forth in the Preamble.

 

“Application” shall have the meaning set forth in Exhibit E-7.

 

“Basic Services” shall have the meaing as set forth in Exhibit C-3(a).

 

“Business Requirements Specification Document” or “BRD” shall have the meaning set forth in Schedule E.

 

“Bundle Release” shall mean any major Update of the CCS code released to CSG’s customers including any other Product or Service Update incorporated into such release.

 

“Care Express Services” shall have the meaning as set forth in Exhibit C-4.

 

“CCS Services” shall have the meaning as set forth in Exhibit C-1.

 

“CCS System” shall mean CSG’s CCS billing and management information system and related software.

 

“Change Order” shall have the meaning as set forth in Section 3.4.

 

“Comcast” shall have the meaning as set forth in the Preamble.

 

“Comcast Strategic Business Unit” or “SBU” shall have the meaning set forth in Schedule H.

 

“Concurrent Users” shall have the meaning set forth in Schedule B-2.

 

“Confidential Information” shall have the meaning as set forth in Section 10.1.

 

“Connected Subscriber” shall mean an active subscriber as identified in the subscriber master file and ledger activity report on the last processing day of a processing month. ** * ***** ** *************, ** *** ***** **** * ******** ** ********* **** **** *** ******* (**** ***** *** ***) ** * ****** ********** ******* ** *** **** ********** *** ** * ********** *****, **** ******** ***** ** ******* ** *** (***) ********* **********. *******, ** *** ***** **** * ******** ** ********* **** **** *** ******* (**** ***** *** ***) ** *** ******** ********** ******** ** *** **** ********** *** ** * ********** *****, **** ******** ***** ** ******* ** *** (***) ********* ***********. ******** ************ **** ***** ***’* ******** ********** ******** (“***”), ******** ********** ******** *** ******** ** *** **** ** * ******** *** ******* ** **** ******** ********** ******** ** ******** ** ******** ******** ***** ******** ** **** ********. ** ** *******, ** *** ***** **** * ******** ******* ** ******* **** **** *** ******* (**** ***** *** ***) *** **** ******* ** **** * ******** ********* (********** ** *****) ********* *** ****

 

21

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

*******, **** ******** ***** ** ******** ***** *** ** ** *** ** ** *** ******** ********** ******** *** ********* ***** ** ******* ** *** (***) ********* ***********.

 

“CSG” shall have the meaning as set forth in the Preamble.

 

“CSG’s Intellectual Property” shall mean the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by CSG and maintained in CSG’s public library that may be used in conncection with (i) designing, producing and mailing ESP Statements or Enhanced Past Due Notices, or (ii) designing, producing and operating Care Express.

 

“CSG Property” shall have the meaning as set forth in Section 2.1(a).

 

“Custom Development” shall mean any Deliverable provided in the form of Software that is independently developed from the Product.

 

“Customer” shall have the meaning as set forth in the Preamble.

 

“Customer Data” shall mean any and all documents, data, files or other information provided to CSG by Customer, its subscribers, or other third parties on behalf of Customer, or its subscribers, including and not limited to compilations, summaries or the derivative information processed, created or maintained by CSG relating thereto. ********l******** *** *********, ******** **** ***** ******* *** ********** ****** **** (********* **** ******, ******** *** ******* ******), ***************** ******* (********** ******** ****** *** ****** (***) **** *********** ***** ** *** ******* ** **** *******), ***** ****** ****, *** *** ***** ******* **** ** ***** **** ** *** ** ****** ** ********. ******** **** ***** ** *** ***** ****** *** **** *** ********* ******* ** ********.

 

“Customer’s Intellectual Property” shall mean the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by Customer that CSG may use in connection with designing, producing and mailing ESP Statements, Enhanced Past Due Notices or otherwise performing CSG’s obligations pursuant to this Agreement.

 

“Customer Property” shall have the meaning as set forth in Section 2.1(b).

 

“Data” shall have the meaning set forth in Exhibit C-3(e).

 

“Deconversion Services” shall have the meaning set forth in Section 6.2.

 

“Deliverable” shall mean any Work Product which is, has or must be delivered to Customer pursuant to a mutually executed Statement of Work.

 

“Design Statement of Work” or “D-SOW” shall have the meaning set forth in Exhibit E-6.

 

“Designated Environment” shall have the meaning set forth in Section 10 of Schedule B.

 

“Disbursements” shall have the meaing as set forth in Exhibit C-2.

 

“Discontinuance Fee” shall have the meaning set forth in Section 12.3.

 

“Disposing Entity” shall have the meaning set forth in Schedule G.

 

“Disputed” shall mean disputed in good faith and in accordance with the Parties’ established invoice dispute procedure as may be mutually agreed to by the Parties from time to time. To the extent an invoice or fee is not Disputed in accordance with this definition, such invoice or fee shall be considered “Undisputed.

 

“Documentation” shall mean the published user manuals and documentation that CSG may make generally available for a Product.

 

22

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

“EBP Subscribers” shall have the meaning as set forth in Exhibit C-3(a).

 

“Effective Date” shall have the meaning as set forth in the Preamble.

 

“Embedded Third Party Software” shall mean software which forms an integral part or is otherwise fundamental to the core functionality of the CSG Product(s).

 

“Enhanced Past Due Notices” shall have the meaing as set forth in Exhibit C-2.

 

“Enterprise License” shall have the meaning as set forth in Schedule B.

 

“Enterprise Products” shall have the meaning as set forth in Schedule B.

 

“ESP” shall have the meaing as set forth in Exhibit C-2.

 

“ESP Statement” shall have the meaing as set forth in Exhibit C-2.

 

“Initial Project Analysis or “IPA” shall have the meaning set forth in Exhibit E.

 

“Initial Term” shall have the meaning as set forth in Section 1.2.

 

“Interface” shall have the meaning set forth in Schedule E.

 

“Interim Agreement” shall have the meaning as set forth in Exhibit C-1.

 

“Katz Technology” shall have the meaning as set forth in Schedule B.

 

“Legacy Products” shall have the meaning in Schedule B.

 

“Letter of Authorization” or “LOW” shall have the meaning set forth in Schedule E.

 

“Macros” shall mean computer generated on-line transactions which allow Customer to select numerous transactions with a single command.

 

“Minimums” shall have the meaning set forthin Schedule F.

 

“One-Time Credit Card Processing Services” shall have the meaning as set forth in Exhibit C-3(c).

 

“Party” and/or “Parties” shall have the meaning as set forth in the Preamble.

 

“Print and Mail Services” shall have the meaing as set forth in Exhibit C-2.

 

“Prior Agreements” shall mean a (a) certain Restated and Amended CSG Master Subscriber Management System Agreement entered into by and between CSG Systems, Inc. and AT&T Broadband Management Corporation the 10th day of August 1997 as amended, and (b) a certain Subscriber Billing Services Agreement entered into by and between First Data Resources, Inc. and Comcast Cable Communications, Inc. on 1st day of January, 1992 as amended, and (c) a certain Auto-Check Refund Processing Agreement that was executed by and between CSG and AT&T Broadband Management Corporation on December 27, 1996.

 

“Product(s)” shall mean the software products set forth in Schedule B, including (i) the machine-readable object code version of the software related to the products identified in Schedule B, whether embedded on disc, tape or other media; (ii) the Documentation; (iii) any applicable Updates, (iv) any Embedded Third Party Software and (v) any copies of the foregoing.

 

“Recurring Credit Card Processing Services” shall have the meaning as set forth in Exhibit C-3(d).

 

23

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

“Recurring Services” shall have the meaning as set forth in the Recitals.

 

“Refund Check” shall have the meaning set forth in Exhibit C-3(e).

 

“Refund Services” shall have the meaning set forth in Exhibit C-3(e).

 

“Reimbursable Expenses” shall have the meaning as set forth in Section 5.1.

 

“Required Equipment” shall have the meaning as set forth in Section 5.6.

 

“Risk Management Services” shall have the meaning set forth in Exhibit C-3(b).

 

“Screen Scraping” shall mean selecting multiple fields from CSG’s online screens and populating an application or database on Customer’s end.

 

“Service Request Form” shall have the meaning set forth in Exhibit E.

 

“Services” shall mean the Recurring Services and Technical Services, along with any other CSG services provided by CSG to Customer under the Agreement.

 

“Software” shall mean software code and computer programs provided by CSG to Customer, including without limitation any Products, Updates or Deliverables. Unless specifically stated to the contrary, Customer shall only be entitled to receive Software in machine-readable object code.

 

“Source Code Agreement” shall have the meaning as set forth in Section 12.8.

 

“Statement of Work” shall have the meaning as set forth in Schedule E.

 

“Subscriber Information” shall have the meaning set forth in Section 3.10.

 

“Subscriber Statements” shall have the meaing as set forth in Exhibit C-2.

 

“Successor-In-Interest” shall mean any party now or hereafter controlled or under common control with a Party.

 

“Supplies” shall have the meaing as set forth in Exhibit C-2.

 

“Support Services” shall have the meaning as set forth in Section 4.1.

 

“System Sites” shall have the meaning as set forth in Section 5.6.

 

“SYS PRIN” shall have the meaning set forth in Section 6.2.

 

“Technical Services” shall have the meaning as set forth in Section 3.2.

 

“Third Party Software” shall have the meaning set forth in Schedule B.

 

“Transfer Amount” shall have the meaning set forth in Exhibit C-3(e).

 

“Transferred Subscribers” shall have the meaning as set forth in Exhibit C-1.

 

“Trigger Event” shall have the meaning set forth in Section 6.2.

 

“Unclaimed Funds” shall have the meaning set forth in Exhibit C-3(e).

 

24

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

“Updates” shall mean the fixes, updates, upgrades or new versions or any other major and minor enhancements of the Products, Services or Documentation that CSG may make generally available to its customers as part of its standard support services (the “Updates”).

 

“Vendor” shall have the meaning set forth in Exhibit C-3(b).

 

“Wired Funds” shall have the meaning set forth in Exhibit C-3(e).

 

“Work Product” shall have the meaning as set forth in Section 3.9.

 

“Workstation” shall mean a computer on which the Product is installed.

 

25

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule B

 

PRODUCT LICENSES, MAINTENANCE AND SUPPORT

 

1. Overview

 

Products licensed by CSG to Customer pursuant to this Agreement are for the purpose of facilitating and supplementing the Recurring Services provided by CSG to Customer under this Agreement. Usage of the Products licensed herein shall be at the sole discretion of the Customer, provided that such usage is in conjunction with the Recurring Services provided by CSG. Except as expressly set forth in Section 12.8, Customer and CSG agree that CSG will not provide any access to the source code for any licensed Software provided pursuant to this Agreement or any Prior Agreement.

 

2. Licenses.

 

2.1 Enterprise Products License. Upon delivery of the applicable medium (or media) containing the Products identified on Exhibit B-1 (“Enterprise Products”), or in cases where Customer obtains access to the Enterprise Products via a server, upon (i) installation of the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG grants Customer a non-exclusive, nontransferable license to (a) access the Enterprise Products located on the servers in CSG facilities, in object form only and only for the Customer’s own internal purposes and business operations with the Recurring Services, and (b) reproduce, distribute and use an unlimited number of copies of the Enterprise Products, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services (“Enterprise License”). CSG acknowledges that Customer received and obtained access to certain Enterprise Products under the Prior Agreements. With respect to such Enterprise Products CSG hereby grants Customer the license set forth in this Section 2.1. Except as expressly set forth in Section 10 below, Customer may use the Enterprise Products only on Workstations on the Customer’s premises or otherwise under the control of Customer. All Enterprise Products shall have no usage restrictions governing the number of Customer’s end users accessing and using the software at any time during the term of this Agreement.

 

2.2 Additional Products License. Upon delivery of the applicable medium (or media) containing the Products identified on Exhibit B-2 (“Additional Products”), or in cases where Customer obtains access to the Additional Products via a server, upon (i) installation of the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG grants Customer a non-exclusive, nontransferable license to (i) access the Additional Products located on the servers in CSG’s facilities, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services, and (ii) reproduce and use the Additional Products set forth on Exhibit B-2, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services. Unless otherwise agreed to in writing by the Parties, the Additional Products will have a designated restriction on the number of Customer’s end users who may access and use the software at any given moment of time (“Concurrent Users”). In the event that Customer exceeds the maximum number of Concurrent Users designated for any Additional Product, CSG will notify Customer of the excess user situation and Customer will have 30 days to correct the anomaly. CSG agrees that only Customer’s end users will be included in the concurrent user counts and that any of Customer’s personnel performing testing, administration, training, or other non-recurring functions will not count toward the concurrent user count. CSG acknowledges that Customer received and obtained access to certain Additional Products under the Prior Agreements. With respect to such Additional Products, CSG hereby grants Customer the license set forth in this Section 2.2.

 

2.3 Future License Grants. From time to time during the term of this Agreement, the Parties may execute one or more Amendments to this Agreement modifying the quantity of existing Products licensed by Customer and/or adding new Products to Customers licensed Expanded Product set or Additional Product set. Upon delivery of the applicable medium (or media) containing the Products or, in cases where Customer obtains access to the Products via a server, upon (i) installation of the Software on the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG shall grant to Customer a license to use such Product pursuant to this Section 2 of this Schedule B. CSG shall deliver such Products to Customer and invoice Customer for the Products granted via such Amendment in accordance with the delivery and payment provisions contained within the Amendment.

 

2.4 Affiliates. CSG agrees that any licenses granted hereunder may be extended to any Affiliate of Customer on the terms and conditions of this Agreement, without additional charge. Any such Affiliate shall be added

 

26

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

to this Agreement as an additional licensed user; provided such Affiliate’s use of the licensed Products is in conjunctions with its use of the CCS Services.

 

2.5 Documentation. CSG grants to Customer a license to use and make copies of Software Documentation at no cost for its use. CSG grants Customer the rights to post Documentation on its Intranet for access by Customer personnel with a need to know provided the Documentation is treated as Confidential Information in accordance with Article 10. Customer agrees that all copies of Software Documentation made by Customer shall retain CSG’s copyright notices and proprietary markings.

 

3.0 Updates.

 

3.1 CSG shall use commercially reasonable efforts to provide Customer Bulletins for Updates to the Products and Services thirty (30) days prior to the general release date of such Updates but in no event less than fourteen (14) days prior to the general release date. ***** ** *** ****** *******, ** ******** ** *** ****** (**) **** ***** ****** *** ******** ** *** ** *** *********, *** ***** ******* ******** **** ** ********** ******** (***) **** ***** ******* ******. ****** ******** (***) **** **** ***’* ******* ************, ******** ***** ****** *** ** ******* ** *** ******* ** ***** *** ****** ******* ********* * ******** ******** ******* ****. ** *** ***** *** ****** ******* **** ***** * *********** ****** ** ********’* ******** **** *** ******* **********, *** **** *** ************ ********** ******* ** *********** ********’* ******* ***** ***** *** ** ************ ********. *******, *** ****** *** ** ************* ** ********* ****** ** *** ***** ***** * ***** ******* **** *** * ****** ******* ***** ** *** ****** *** ********** *** (***) **** ************ ** ******** ******** ** **** ******* ***. Unless otherwise mutually agreed to in writing by the Parties in accordance with the preceding sentences, Customer shall accept any Updates provided by CSG upon its general release. All notifications by Customer under this Section 3.1 shall be pursuant to Schedule P.

 

3.2 CSG agrees that any new Software or Product that they make available for general release providing functionality previously existing in a Customer licensed or utilized Product or Software will be made available as an Update to Customer at no additional cost to Customer. Notwithstanding the foregoing, Updates shall not include, and CSG may charge Customer for any functionality that did not previously exist in any Customer licensed or utilized Software or Product; provided such new functionality is generally made available as a separately priced item and CSG continues to support and maintain the Customer licensed or utilized Product or Software which does not contain such new functionality. Customer will not be charged for any new Software or Product versions provided pursuant to the Maintenance and Support services described below or the Support Services agreement, attached hereto as Schedule H.

 

4. Maintenance and Support

 

4.1 Subject to payment by Customer of the fees set forth in Schedule F and the terms set forth in Schedule H, CSG will provide Customer its standard support and maintenance of the current version of each licensed Product (excluding any customization). Included in the Support Services is support of the then current version of the licensed Products via CSG’s Product Support Center and Updates.

 

4.2 If Customer is not utilizing the Products in a certified Designated Environment or Customer has added third party applications, Customer shall be responsible for making all necessary modifications to such third party applications to ensure they function properly with the Updates. Custom software modifications are not included in Support Services as Updates, but shall be set forth in a Statement of Work and covered as Technical Services under Section 3.2. The Support Services do not include (i) customization to any Product, or (ii) maintenance and support of any customization or any other third party software. The maintenance and support for third party products is provided by the licensor of those products. Although CSG may assist in this maintenance and support with front-line support, CSG will have no liability with respect thereto and Customer must look solely to the licensor.

 

4.3 CSG will not be required to (i) develop and release Updates, (ii) customize Updates to satisfy Customer’s particular requests, or (iii) obtain updates or enhancements to any third party product. Subject to Section 3.2, Updates to any Software or Service do not include any upgrade or new version of the Software or Services that CSG decides, in it sole discretion, to make generally available as a separately priced item.

 

27

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

4.4 CSG may provide training and education Services to Customer upon request from time to time for the fees set forth in Schedule F or as agreed upon in a Statement of Work.

 

5. Third Party Software. Customer acknowledges that certain commercially available third party software and documentation may be procured by Customer through CSG (“Third Party Software”) and that, in cases where such Third Party Software is not Embedded Third Party Software, Customer’s rights and obligations with respect thereto are subject to the license terms that might accompany such Third Party Software. The fees, if any, for such Third Party Software that may be procured through CSG are set forth in Schedule F. Customer shall execute reasonable and customary documents that such vendors may require enabling CSG to deliver the Third Party Software that Customer elects to procure through CSG. To the extent Third Party Software is procured through CSG, and provided CSG has the necessary rights, CSG shall pass through all warranties and indemnities provided by any licensor of any such Third Party Software. Customer may be required to procure other third party software in the Designated Environments for the Products licensed by Customer from someone other than CSG and Customer shall be responsible for any and all fees related thereto. CSG makes no warranty and provides no indemnity with respect to such Third Party Software procured through CSG; provided, however, any Embedded Third Party Software shall be subject to all agreements, covenants, indemnities and other undertakings made by CSG relating to the Products. Third Party Software that is not Embedded Third Party Software is listed in Schedule D and shall not be considered “Products” for purposes of this Agreement. Maintenance and support for Third Party Software, if any, are provided by the licensor of those products. Although CSG will assist with front line support, CSG will have no liability with respect thereto and Customer must look solely to the third party licensor. Nothing herein will prevent Customer from purchasing such Third Party Software and technology directly from the third parties.

 

6. Third Party Licenses. CSG may provide Customer with Software, commercially available third party software and Services subject to patent or copyright licenses or sublicense that third parties, including Ronald A. Katz Technology Licensing, L.P., have granted to CSG (“Katz Technology”). Customer acknowledges that Customer receives no express or implied license or other rights under the Katz Technology other than the right to use the Software, commercially available third party software and Services, as provided by CSG. Any modification of or addition to the Software, third party software or Services or combination or use thereof with other software, hardware or services not made or provided by CSG is not licensed under this Agreement, expressly or impliedly, and may subject Customer and any third party supplier or service provider to an infringement claim.

 

7. Designated Environment. “Designated Environment,” means the current combination of other computer programs and hardware equipment that CSG specifies for use with the Products as identified by CSG on Schedule D. ** ******** ** *** ***** ********** ** ******** *, *** ****** **** *** ********* ******** *** ******** ***** ** ****** ** ** ************ **** *** ********** *********** *** **** ***** ******** **, ****: (*) **** *** *********** (*** **** ********* ********** *******); (**) *** ***** ***** * *** ***** ***** ** (*** **** ****** ************ ******); *** (***) ******* ******** ***** *** *** *** *** ****** ** **** ******** ****** ******** (“****** ********”). Customer (or any third parties permitted in accordance with Section 11 below) will use commercially reasonable efforts to keep their hardware and software in conformance with the Designated Environment specifications that CSG may provide from time to time in accordance with this Section 7. Customer shall receive no less than ******** (***) months prior written notice for any changes to the hardware and/or software that Customer is required to maintain in order to use or access any of the Products or Services soldely related to (a) operating system, or (b) in CSG’s Products or Services which are solely under CSG’s control. **** ******* ** *** ***** ******** ****** ******** ********** ** *** ********** *********** *** ******** ** ***** *** ******** ** *** ** ****** *** ** *** ******** ** ******** ***** *** ******** ** *** **** * ***** *****, *** ***** ******** ** ******* **** ******** ****** ******** ** *** ********** *********** ***** **** ******** *** ** ****** ********* ** **** ***** *****. CSG agrees to promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall have no obligation to give prior notice to Customer of changes to the Designated Environment that do not require Customer or their Subscribers to upgrade its computer programs or hardware equipment unless such changes would necessitate training of Customer’s customer service representatives, in which case at least ****** (***) day’s notice shall be given to Customer. In cases where Customer is not operating its hardware and software in conformance with the Designated Environment, CSG agrees to use commercially reasonable efforts to support the Products within the non-compliant environment, however, the Parties agree that: (i) any support offered with respect to hardware or software operating outside the Designated Environment will be limited to the extent that the manufacturer or vendor of the hardware or

 

28

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

software continues to provide general support for such hardware or software versions; and (ii)CSG shall have no liability under this Agreement for any Support Services provided in connection with such products. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification to the Products not authorized by CSG.

 

8. Restrictions. Customer agrees that it shall not: (i) reverse engineer, decompile or disassemble any Software; (ii) sell, lease, license or sublicense any Software; (iii) publish any results of benchmark tests on the Software; (iv) use the Software to provide any service to or on behalf of any third parties in a service bureau capacity, except to third parties purchasing Customer cable systems, as further provided in Exhibit C-1(3) (“Acquiring Entity”); (v) use, or permit any other person to use, the Software to provide any service to, on behalf of, or for the benefit of, any unrelated third party (except an Acquiring Entity); or (vi) permit any other person (except an Acquiring Entity) to use the Software, whether on a time-sharing, remote job entry or other multiple user arrangement. Use, duplication or disclosure by the U.S. Government or any of its agencies is subject to restrictions set forth in the Commercial Computer Software and Commercial Computer Software Documentation clause at DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause at FAR 52.227.19(c).

 

9. Third Party Access. *************** *** ************ *** ***** ** ******* *(**) *****, ************** *** ****** **** ******** *** *** ********* ******* *** ****** ** **** ***** ******* ****** *** *** ****** ** *** ******** **** ****** *** *** ****** *** “**** ****” *** ******* ************* *********** ********* (“**** **** ******”), ********** **** ***** *** ********* ****** ***** ** **** ***** ***** **** ******* ** *** ** ******* ******* *** **********. *** ****** ******** ** **** ***** ***** ******, ******** **** (i) ******** ***** *** ********** ********* *********** **** **** ***** ******* ** ******* *** ************ ******** ****** ** ***** ********; (ii) **** ***** ******** *** ** *** ******** ** ******** ** ********** **** *** *********** ********** ** ** **************; *** (iii) ******** ** *********** *** *** **** ** ********* ** **** ***** ******* **** ******* ** ***** *** ** *** ******** ***, ****** ** *********, ****** *** **** *** ******** ******* *** *** *** ****** ****** ******* ******** ********* **** **** **** ***** ****** **** ** **********. ** ******** ** **** ***** ***** ****** *** *** ** ****** ** ******** *** ********* ****** ** *** *** ****** ******* ** *** ******** ** **** ******* ** ******** *** ******* ***** ******* ***** ***** ***** ****** ** *** *** ****** *** *** ***** ****** **** ***** ***** ******; ******** *******, *** ***** ***** ******** * ******** ******** *******, ************** *** *************** **********, ****** ***** ***** ****** ********** **** ******** **** *** ****** ******** ******* ** *********** ****, ******** ********** ******** ********* ** ******* **** ***** ***** ******, *** ******** ************ ********** *** ********* ***** *** ********** **** *** ** **** *********** **** ***** ******* **** ******** *** ******* ********. *************** *** *********, *** *** ****** **** ***** ***** ********** *** ********* ******, ************** ** ******* **** *** ***** ******** *** ********** ********** **** ***’* ****** ***** ********** **** **** ***** ***** ******; *** *** ***** **** ********** ********** ******* ** ******** *** ****** ** **** *** ***** ** ** ***** ** **** ***** ***** ******* ****** ******** ** *** ********** ** **** ******* *.

 

29

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit B-1

 

ENTERPRISE PRODUCTS

 

Subject to the terms and conditions of the Agreement, Customer licenses the following Products (as further described below) from CSG as Enterprise Products without any user limitations.

 

Product Name

 

Advanced Customer Service Representative® (ACSR®)

Advanced Customer Service Representative® (web enabled) (ACSR® (web enabled))

ACSR® module for High Speed Data

ACSR® module for Telephony

CSG Vantage®

Customer Interaction Tracking® (CIT®)

CSG Statement Express®

CSG Screen Express®/Message Express®

CSG Workforce Management®

CSG Workforce Management (web-enabled)

CSG TechNet®

CSG SmartLink®

CSG SmartLink® BOS

 

30

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Product Descriptions

 

Advanced Customer Service Representative® (ACSR®). ACSR is a graphical user interface for CSG’s CCS service bureau subscriber management system. ACSR significantly reduces training time and eliminates the need for CSRs to memorize transactions and codes. CSRs instead may access reference tools, help screens and subscriber data. ACSR enables accounts to be serviced by the same CSR and permits CSRs to communicate with one another through a self-contained message system. ACSR is designed so that module-based functionality such as CIT can be added as needed.

 

ACSR® (web enabled). ACSR (web-enabled) will permit Customer to utilize the ICA technology to migrate application software from the desktop to a “server-based” environment. The ICA technology enhances the functionality of ACSR and ACSR-related desktop call center applications (including ACSR module of High Speed Data, ACSR module of Telephony, CIT, Screen Express, and Statement Express) by allowing Customer to utilize these applications via the web.

 

ACSR® module for HSD. The ACSR module of HSD allows customers, through the graphical user interface, to access subscriber information on CCS as it relates to customers’ offering of high speed data services.

 

ACSR® Module for Telephony. The ACSR Module for Telephony provides customer management, service ordering and fulfillment and usage processing for telephone and high speed data subscribers. Video, telephony and high speed data services may be managed by a single customer management package. Included in the ACSR Module for Telephony are the Graphic User Interface to support customer management, the Service Delivery System, the Usage Handling System and Application Administration. The ACSR Module for Telephony also supports development of interfaces and APIs to provide interfaces to external service elements and providers.

 

ACSR AOI. ACSR AOI is an application object interface that allows third party applications to be used with ACSR.

 

CSG Vantage®. Vantage is a database that enables customers to evaluate product and service performance, conduct customer analysis and lifetime values, and transform raw data into real-time reports and graphs.

 

Customer Interaction Tracking® (CIT®). CIT is a module offered with ACSR that provides enhanced methods for tracking the interaction with the customer base. It provides note taking functionality as well as an interaction history feature that allows specific actions to be recorded in a transaction history log. CIT also allows for the scheduling of customer call backs. These call backs can be reviewed by management as well as moved between CSR’s.

 

CSG Statement Express®. CSG Statement Express electronically stores, retrieves and prints an ESP statement exactly as it appears to subscribers, including customized statement messages and advertisements. CSG Statement Express works in either a stand-alone capacity or integrated with ACSR.

 

CSG Screen Express®/Message Express®. Integrated with CSG ACSR and the call center’s ACD telephony switch, CSG Screen Express provides incoming call/ACSR screen synchronization at the CSR workstation. In addition, CSG Screen Express provides basic software-based operations of the CSR’s physical telephone.

 

CSG Workforce Management®. CSG Workforce Management is a client-server application for routing and dispatching activities that receives and updates work orders from CSG’s CCS billing systems and assigns work orders to technicians based on each technician’s skills, location and availability.

 

CSG Workforce Management® (web-enabled). CSG Workforce Management is a client-server application for routing and dispatching activities that receives and updates work orders from CSG’s CCS billing systems and assigns work orders to technicians based on each technician’s skills, location and availability. By using CSG Workforce Management in a web-enabled environment, Customer will be able to utilize ICA technology to migrate application software from the desktop to a server-based environment. The ICA technology enhances the functionality of CSG Workforce Management by allowing Customer to utilize the application via a web browser.

 

CSG TechNet® CSG TechNet integrates with CSG Workforce Management to allow field technicians to receive and manage work orders on a wireless device without dispatcher assistance.

 

31

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG SmartLink®. CSG SmartLink is an upstream activities based XML interface that provides a mechanism for Customer to use the open standards of the eXtensible Markup Language (XML) to communicate with core CSG systems (e.g., CCS). The XML technology allows Customer to build applications using these open standards. Message based XML is used for communicating upstream to core CSG systems. The data communications method for the CSG SmartLink interface is TCP/IP. Customer can use either CSG’s External Integration Protocol (EIP) or HTTP to organize, request and reply records on the TCP/IP data stream. CSG provides Customer with the CSG SmartLink Interface Specification and the XML document type definitions (DTDs) for each defined XML exchange. XML requests sent by Customer must use the DTDs as supplied by CSG and validate successfully against those DTDs.

 

CSG SmartLink® BOS. CSG SmartLink BOS is an upstream XML interface that enables Customer to integrate its applications to the CSG Customer Care and Billing (CC&B) system. The interface utilizes business logic technology to route transactions, make business decisions based on input and response data, and helps to expedite requests and responses. Message based XML is used for communicating upstream from Customer’s application to the CSG CC&B. The data communications method for the CSG SmartLink BOS interface is TCP/IP. Customer can use either CSG’s External Integration Protocol (EIP) or HTTP to organize request and reply records on the TCP/IP data stream. CSG provides Customer with the CSG SmartLink BOS Interface Developers Guide and the XML schemas for the business functions supported by the interface. XML requests sent by Customer must use the schemas as supplied by CSG and validate successfully against those schemas.

 

32

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit B-2

 

ADDITIONAL PRODUCTS

AND CAPACITY

 

Subject to the terms and conditions of the Agreement, Customer licenses the following Products (as further described below) from CSG as Additional Products with the associated Concurrent User restrictions:

 

Product Name


  

Concurrent User Limit


**** ***

   *** *******

 

33

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule C

 

RECURRING SERVICES

 

Subject to the terms and conditions of the Agreement, including but not limited to the applicable Exhibit, if any (as identified below), upon the request of Customer, which it may make at its sole election, CSG shall perform the following Services (as further described below) for Customer in accordance with Customer’s request:

 

Communications Control System for video and high speed data (CCS®)    Exhibit C-1
Print and Mail Services/Enhanced Statement Presentation® (ESP®)    Exhibit C-2
Electronic Payment Services (Paybill Advantage®)    Exhibits C-3(a)
Risk Management Services (Equifax)    Exhibit C-3(b)
Credit Card Authorization (1 Time)    Exhibit C-3(c)
Credit Card Authorization (Recurring)    Exhibit C-3(d)
Care Express Services    Exhibit C-4

 

Operational and Systems Management Services as required for Customer’s use and fully functional operation of the following Enterprise Licensed Products, including system administration, database administration, network administration and engineering to ensure a stable, scalable, highly performing hardware and software platform/environment:

 

  ACSR AOI

 

  CSG Vantage

 

  Customer Interaction Tracking (CIT)®

 

  CSG Statement Express

 

  CSG Screen Express®/Message Express®

 

  CSG Workforce Management

 

  CSG Workforce Management (web-enabled)

 

  CSG TechNet®

 

  CSG Micro-level Smart-Link

 

  CSG Smart-Link/BOS

 

34

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-1

 

Communications Control System (CCS®)

 

1. CCS® Services. Customer may elect from time-to-time to purchase from CSG, and upon said election CSG shall provide certain data processing services, applications and other video, high speed data and non-rated telephony services (“CCS Services”) for any of Customer’s Connected Subscribers using CSG’s CCS system as designated by Customer. The CCS Services will provide Customer with an on-line terminal facility (not the terminals themselves), service bureau access to CCS processing software, and other mechanical data processing services as more specifically described in the published manuals related to CCS. Customer’s personnel shall enter all payments and non-monetary changes on terminal(s) located at Customer’s offices, or provide CSG payment information on magnetic tape or electronic record in CSG’s format. The Parties acknowledge and agree that the published manuals describing the CCS Services are subject to ongoing review and modification.

 

2. Implementation/Conversion Services and Fees. CSG shall provide installation, implementation, and conversion services as described on Schedule O in connection with Customer’s conversion of any Connected Subscribers added by mutual agreement of the Parties to CSG’s data processing system subsequent to the execution of this Agreement (the “Implementation/Conversion Services”), if any, for the fees set forth in Schedule F.

 

3. Deconversion Services and Fees.

 

(a) Deconversion to an Alternate Billing Vendor. If Customer changes billing services for Connected Subscribers to an alternative vendor CSG will provide Customer with all Customer Data and all deconversion services and/or termination assistance (described in Section 6.2 of the Agreement) requested by Customer (including continued billing services, products and support, if requested) in connection with such subscribers. Such deconversion services and/or termination assistance will be provided to Customer at the rates set forth in Section 6.2 of the Agreement, or otherwise as set forth in Schedule F solely to the extent an appropriate rate or fee relating to such activity is not set forth in Section 6.2.

 

(b) Disposition to an Acquiring Entity. If Customer sells, transfers, assigns or otherwise disposes of any Connected Subscribers to an Acquiring Entity (“Transferred Subscribers”), CSG will provide Customer with all Customer Data and all transition assistance (described in Section 6.2 of the Agreement) reasonably requested by Customer in connection with such Transferred Subscribers. If the Acquiring Entity is a party to a Third Party CSG Agreement and agrees to have the Transferred Subscribers processed under such agreement, then the Connected Subscribers being processed shall be transferred to such Third Party CSG Agreement effective upon the date of transfer. However, in the event the Acquiring Entity is not being processed under a CSG Master Subscriber Management System Agreement, or such Acquiring Entity does not agree to have the Transferred Subscribers processed under its Third Party CSG Agreement, Customer agrees to execute, and have such Acquiring Entity execute, a separate agreement governing the Acquiring Entity’s access to and use of CSG’s Products and Services prior to the provision of any services under this paragraph (3) in a form substantially similar to the letter agreement attached hereto as Schedule G (“Interim Agreement”). CSG is under no obligation and has no responsibility to accommodate the transfer of any subscribers from the Customer to the Acquiring Entity until this Interim Agreement has been fully executed by all parties.

 

(c) Payment. All amounts due under this Paragraph 3 shall be due and payable ****** (***) days after the deconversion of any such Connected Subscribers from the CCS Services. In all cases, CSG will provide all Customer Data in CSG’s possession in standard deconversion format (including available historical data) unless another format is reasonably requested by Customer and Customer agrees in the applicable SOW or LOA to reimburse CSG for any additional out-of pocket costs associated therewith.

 

4. Disaster Recovery Program. CSG agrees to comply with its disaster recovery program attached hereto as Attachment A.

 

5. Non-Production CCS Services Upon Customer’s request, CSG agrees to provide, support, and maintain up to *** additional SysPrins for use by Customer in training, testing, and other non-production activities at no additional

 

35

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

cost to Customer. Such SysPrins will have data processing functionality equivalent to those SysPrins used to provide the production CCS Services described in section 1 of this Exhibit. Each test SysPrin shall be limited to a maximum of *** ******** (***) subscriber accounts before per subscriber monthly service fees are assessed in accordance with Schedule F for subscriber counts in excess of *** ******** (***).

 

6. Restrictions. Customer acknowledges and agrees that transactions executed from a single Customer terminal Monday through Friday, between the hours of 10:00 a.m. (CST) and 4:00 p.m. (CST) which are the result of Macros or Screen Scraping, will be subject to a reduction to an acceptable level by CSG if a threshold of **** ******* (***) on-line transactions within a ******* (***) minute period is reached by that particular terminal. However, such transactions shall not be terminated; rather, CSG will reduce the number of transactions completed within a ******* (***) minute period not to exceed **** ******* (***) on-line transactions.

 

7. The Parties will mutually agree on a date for Customer to migrate to CSG’s Advanced Convergent Platform.

 

36

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Attachment A to Exhibit C-1

 

CSG Systems, Inc. Business Continuity/Disaster Recovery Plan

 

CSG Business Continuance strategy maintains written business continuity plans (BCP) that describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all business-critical business functions in the event of a business disaster. Business-critical functions (computer resources, networks, processes, and facilities) are those which, if not operating, would cause significant adverse impacts upon the services or products provided by CSG Systems, Inc. to its clients. These business-critical recovery plans are exercised periodically according to CSG’s BCP strategy.

 

For BCP and disaster recovery purposes, CSG Systems, Inc. has categorized all business-critical functions into one of three critical recovery windows. These windows are referred to as Minimum Acceptable Recovery Configurations (MARC I, MARC II, MARC III), with each MARC being defined according to a specific period of time as follows:

 

  All MARC I business functions are required to be operational from a BCP standpoint within *** hours after declaration of a business disaster.

 

  All MARC II business functions are required to be operational from a BCP standpoint between day ***** and day ***** after declaration of a business disaster.

 

  All MARC III business functions are required to be operational from a BCP standpoint between day ***** *** *** ********** after declaration of a business disaster.

 

In the event of a declared disaster, affecting Customer data, CSG will provide Customer with BCP coverage as follows for the following products and services:

 

MARC I

 

  *** *** **** **** ******

 

  ***** **********

 

  ****** **** ************* (*** **** *** *********) ********

 

  ********** ******* ******** (******* *********)

 

  ********** ******** **********

 

  **** ********** ********

 

  *** *** **** ******** *** **************

 

  *** ****

 

  ******* *********

 

  ********* *********

 

  **** ***** **********, ********* ******* *** *****

 

  **** ********

 

  ********** *******

 

  **** **** ************

 

  **** * *********** **********

 

  ******** ****** ******* (******** ************ *** **** ****** ****** **********).

 

  *********

 

  ****** ****** ****

 

  ***

 

  ********* ***

 

  *** *********** **********

 

  *** ********** ***

 

  ****** ******* ********* *********

 

  ********* ********** ********

 

  *** ********* *******

 

  ***** *** **** ********

 

37

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

  **** *******

 

  ******* ******* ******

 

MARC II

 

MARC III

 

  *** ******* *

 

  *** ****** **************** ********

 

  *** ********* ***********

 

  *** ********* ********** (***********)

 

  *** ********

 

  *** ********

 

CSG will maintain adequate BCP plans for each of the products and services listed above, and will test those plans on an annual basis for accuracy and adequacy.

 

* *** *** ***** *** ************* ******* *** ****** ****** *** *********. **** ********** ** *** ************* ** *** ****** ****** *** *********, **** ********* **** ******* *** ********* ********* ********* **** ** ********. ********** ******* ** ****** ****** *** ********* ** ********* ** ***** ** ****.

 

38

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-2

 

Print and Mail Services

 

1. Services. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to Customer’s requirements for the printing and mailing of monthly statements to Customer’s Connected Subscribers for any of Customer’s Connected Subscribers using CSG’s CCS system. (the “Print and Mail Services”).

 

2. Postage. CSG shall purchase the postage required to mail statements to Customer’s subscribers (“Subscriber Statements”), notification letters generated by CSG, past due notices and other materials mailed by CSG on behalf of Customer. Customer shall pay CSG for all postage expenses incurred in the performance of the Print and Mail Services in accordance with Schedule F.

 

3. Reserved.

 

4. Enhanced Print and Mail Services.

 

(a) Enhanced Statement Presentation® Services. CSG may from time to time at the request of Customer develop a customized billing statement or use any previously existing billing statement format developed for Customer under a SOW (the “ESP® Statement”) for Customer’s subscribers utilizing CSG’s enhanced statement presentation (“ESP”) services. The ESP Statements may include CSG’s Intellectual Property and/or Customer’s Intellectual Property with Customer’s prior written permission. “Customer’s Intellectual Property” means the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by Customer that CSG may use in connection with designing, producing and mailing ESP® Statements and performing its other obligations pursuant to this Agreement. Customer may revoke the preceding rights upon reasonable notice to CSG in writing. Notwithstanding the foregoing, Customer may use the customized billing statement format and image, including electronic and physical copies, for any internal business purpose or function they may require at no additional cost.

 

(i) Development and Production of ESP® Statements. CSG will perform the design, development and programming services related to design and use of the ESP Statements which will contain Customer’s and CSG’s Intellectual Property and for the fees set forth in Schedule F. CSG will create the ESP Deliverables set forth in a separately executed Statement of Work.

 

(ii) Supplies. CSG will suggest and Customer will select the type and quality of the paper stock, carrier envelopes and remittance envelopes for the ESP Statements (the “Supplies”). CSG shall purchase Customer’s requirements of Supplies necessary for production and mailing of the ESP Statements. CSG shall charge Customer the rates set forth in Schedule F for purchase of Supplies.

 

(b) Enhanced Past Due Notices.

 

(i) Development and Production of Enhanced Past Due Notices. CSG may from time to time at the request of Customer develop a customized enhanced past due notice or use a previously existing enhanced past due notice format developed for Customer under a SOW (the “Enhanced Past Due Notices”) for Customer’s subscribers. The Enhanced Past Due Notices may include CSG’s or Customer’s Intellectual Property. Customer may elect to use CSG’s generic Enhanced Past Due Notice format, any previously existing Enhanced Past Due Notice format developed for Customer under an SOW, or have CSG develop custom Enhanced Past Due Notices for Customer. If Customer elects to have CSG develop custom Enhanced Past Due Notices, CSG will perform the design, development and programming services related thereto pursuant to a Statement of Work. However, Customer acknowledges that CSG pricing is based on Customer utilizing only one paper stock format for all Enhanced Past Due Notices within a given month. Customer further acknowledges that it will provide CSG four (4) weeks prior written notice of any changes to the paper stock.

 

(ii) Supplies. CSG shall purchase Customer’s requirements of Enhanced Past Due Notices supplies necessary for production and mailing of the Enhanced Past Due Notices. Customer shall pay CSG the rates set forth in Schedule F for the purchase of such supplies. Unless Customer requests to use custom paper stock, CSG shall supply the type and quality of the paper stock for generic Enhanced Past Due Notices. Customer may elect to use custom

 

39

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

paper stock for generic and custom Enhanced Past Due Notices. Enhanced Past Due Notices will be mailed in generic envelopes.

 

(c) License to Work Product. CSG grants Customer a nonexclusive, nontransferable, perpetual license to use, publish, display, modify and make derivative works of any Work Product created pursuant to this Section 4 for its own internal purposes only.

 

5. Per Cycle Minimum. Customer must have a minimum of **** billing cycles per month, but no more than ****** ***** billing cycles per month.

 

6. Right of Customer’s Intellectual Property. Customer provides to CSG a non-exclusive right to use Customer’s Intellectual Property necessary to design, produce and mail the ESP Statements and Enhanced Past Due Notices, directly or indirectly, provided, that any use of Customer’s name and mark shall be consistent with any guidelines issued by Customer.

 

7. Deposit. Prior to the execution of this Agreement., or with respect to Customer’s conversion of any Connected Subscribers added by mutual agreement of the Parties to CSG’s data processing system subsequent to the execution of this Agreement at least ***** (***) days prior to CSG’s commencement of the Print and Mail Services, Customer shall pay CSG a security deposit (the “Deposit”) for the payment of the expenses described in Sections 2 and 4 of this Exhibit C-2 (the “Disbursements”). The Deposit will equal the estimated amount of Disbursements for ********** (***) **** as determined by the Parties based upon the projected volume of applicable services to be performed monthly by CSG. If Customer incurs Disbursements greater than the Deposit, Customer shall, within ********** (***) **** of receipt of a request from CSG to increase the Deposit, pay CSG the additional amount to be added to the Deposit. Upon written request from Customer, CSG will return to Customer a portion of the Deposit if the monthly Disbursements incurred by Customer are less than the Deposit for ***** (***) *********** ********** (***) *** periods. In addition to the foregoing, CSG shall have the right to apply the Deposit to the payment of any Undisputed invoice from CSG which remains unpaid following the termination or expiration of this Agreement. Any portion of the Deposit that remains after the payment of all Undisputed amounts due to CSG following the termination or expiration of this Agreement will be returned to Customer. Customer shall not be entitled to receive interest on the Deposit while it is maintained by CSG.

 

40

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-3

 

Financial Services

 

1. Services. For the fees set forth in Schedule F, Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to Customer’s requirements for the following Financial Services which may be used independently or in any combination required by Customer: One-Time and Recurring Paybill Advantage®, Risk Management Services (Equifax Interface), Recurring Credit Card Processing Services, One-Time Credit Card Processing Services, and Cash Register Receipts as designated with reasonable notice in writing by Customer.

 

2. Compliance with Laws. Customer will comply in all material respects with all federal, state and local laws and regulations pertaining to consumer credit information (including, without limitation, the Fair Credit Reporting Act, 15 USC, §1681, et seq.), electronic processing and any other financial activity related to the Services, provided by CSG under this Exhibit. In the event of evidence of fraudulent activity by Customer, CSG may immediately discontinue all Services under this Exhibit.

 

3. Records. CSG shall maintain records of the transactions it performs under this Exhibit, but shall not be liable for any damage, loss of data, delays and errors in connection with Services provided hereunder that are beyond CSG’s reasonable control.

 

41

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-3(a)

 

Electronic Payment Services (Paybill Advantage®)

 

1. Electronic Payment Services. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for the data processing services for the Connected Subscribers, including reasonable backup security for Customer’s data, to support electronic bill paying services as set forth in Section 2 below (the “Basic Services”) for all of Customer’s subscriber accounts that elect to utilize Customer’s electronic bill payment services (the “EBP Subscribers”), whether as a recurring service or a single non-recurring transaction as designated with reasonable notice in writing by Customer.

 

2. Basic Services

 

(a) Consumer Debits. Each EBP Subscriber will have the option to pre-authorize a debit to either their checking account or savings account each month for a predetermined date (to be selected by Customer from a range provided by CSG). CSG or, if applicable, its third party ACH Originator will be responsible for the disbursement, remittance and settlement of all funds. CSG will create and submit a pre-authorized payment disbursement file according to bank industry standards (National Automated Clearing House Association, “NACHA”, or Electronic Data Interface, “EDI”) containing a debit record for EBP Subscribers who have pre-authorized monthly debits to be made from checking or savings accounts on a day designated by Customer each month. The ACH Originator will submit to an automated clearing house data in the required form for the collection of the monthly payments from EBP Subscribers bank accounts, which will be effected on the collection date, or if that date is not a banking day, the first banking day after such date. Each debit will be submitted so as to effect the payment on the designated date.

 

(b) Credit of Remittances. CSG will post to EBP Subscriber’s CCS® account a payment transaction for each processing EBP Subscriber on the EBP Subscriber’s collection day

 

(c) Enrollment Process. Customer is responsible for obtaining EBP Subscriber enrollment information that authorizes his respective bank to post debit transactions to his respective bank checking account or savings account as required by NACHA. Customer will input EBP Subscriber type of account, bank account number, payment method, and bank routing information into the CCS system. CSG will initiate an ACH prenote the day the form is processed or the day after the form is processed if the form is entered after the daily cutoff time. A daily report will be generated for the Customer each business day for which input is processed showing that a prenote has been initiated. If the prenote process produces an error, the CCS system will automatically update the EBP Subscribers’ payment status to reflect an error and add the error to a daily report. If the error was correctable by the receiving depository financial institution, the CCS system will automatically update the information on the CCS system. The first debit will be initiated on the appropriate date to effect the debit on the Customer’s predetermined date.

 

(d) Automatic Pre-Authorized Payments. CSG and its third party ACH Originator shall provide automatic payment deduction which will occur monthly on a predetermined date (selected by Customer from a range supplied by CSG). CSG will submit a file to the ACH Originator two (2) days prior to the date the deduction is scheduled to take place. The EBP Subscriber payment amount submitted to the ACH Originator will be the statement balance if the statement balance is less than the current balance. If the statement balance is greater than the current balance, then the current balance will be used. If the designated date for deduction falls on a weekend and/or holiday, the deduction will not occur until the next scheduled banking day. CSG will use commercially reasonable efforts to ensure that transaction files from an ACH Originator are received, validated, and successfully processed in a timely fashion. CSG also agrees that pursuant to a mutually agreed upon SOW or LOA, Customer’s data will be provided in a discrete file specific to Customer’s Connected Subscribers and not commingled with transactional data for other CSG customers.

 

(e) Settlement. The ACH Originator will credit Customer’s bank account for the gross ACH collection on the same day as the debit to EBP Subscriber’s checking or savings account.

 

(f) Settlement of Returns. The ACH Originator will settle daily returns against Customer’s bank account. Settlement with Customer will be done daily. Each day for which there are returns, the ACH Originator will initiate a debit to the Customer’s specified account for the total amount of debits received by ACH Originator that day. First time

 

42

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

NSF returns that will be re-deposited by ACH Originator will not be debited to the Customer’s specified account. [determined that this is not required] Customer is ultimately responsible to cover on a daily basis all return debits incurred by ACH originator and in the event collections have ceased, Customer shall be obligated to pay within ten (10) days any unfunded return amounts not funded to cover all remaining return debits.

 

(g) Record Keeping. Customer is responsible for maintaining EBP Subscriber authorization forms for a period of at least seven (7) years in accordance with any applicable government laws or regulations.

 

3. Additional Services. If Customer desires CSG to provide other services in addition to the Basic Services, the Parties agree to negotiate in good faith with respect to the terms and conditions (including pricing) on which such services shall be provided. Such services include, but are not limited to (i) special computer runs or reports, special accounting and information applications; (ii) interface with third party service providers specified by Customer for the purpose of mass enrollment of accounts or other batch payment and collection services, and (iii) data processing and related forms and supplies and equipment other than those provided as standard pursuant to this Agreement (the “Additional Services”). The description of any such additional services, and any other terms and conditions related thereto, shall be set forth in an amendment to this Agreement and/or an SOW or LOA signed by both Parties. Unless otherwise agreed in writing by the Parties in such amendment any such additional services shall be subject to the terms of this Exhibit.

 

4. EBP Subscriber Authorization. Customer shall obtain from each EBP Subscriber the proper documents authorizing automatic transfers to and from such EBP Subscriber’s savings account or checking account. Customer will enter only valid authorizations for processing.

 

5. Collection Data. Customer shall update EBP Subscriber account balance information to provide necessary data for the Basic Services and Additional Services and shall ensure through periodic checks and updates that the data is current and accurate at all times. In conjunction with this service, CSG agrees to provide Customer with any and all available reports and data required and reasonably specified by Customer for the purposes of confirming that all EBP transactions are being accurately processed. If Customer requires reporting on EBP Subscriber data and transactions that require custom programming services, CSG will provide such reports to Customer pursuant to a mutually agreed upon SOW or LOA.

 

6. ACH Originator. Customer acknowledges and agrees that this Exhibit is only between Customer and CSG and, that as a result, Customer gains no relationship with institutions used by CSG for ACH processing. CSG will contract with the financial institutions specified by Customer and approved by CSG, provided that CSG will not unreasonably withhold its approval. Notwithstanding the foregoing, nothing herein will prohibit or otherwise prevent Customer from establishing a relationship with any third party, including ACH Originators and Merchant Banks, for services of a similar and/or complimentary nature or for any purpose whatsoever, CSG acknowledges that Customer may use existing or future agreements with ACH originators and Merchant Banks to facilitate or supplement the Basic Services and Additional Services offered by CSG under this Exhibit and agrees to use commercially reasonable efforts to interface their Products and Services with such third parties pursuant to a mutually agreed upon SOW or LOA to satisfy Customer requirements as they currently exist or evolve throughout the terms of this Agreement.

 

7. EBP Subscriber Reports. If Customer requests that CSG provide Customer with a tape containing information regarding Customer’s EBP Subscribers and related banking information and payment data, then Customer shall pay CSG’s then current rates for such tape.

 

8. One Time Only Payments. CSG agrees to provide the Basic Services described in this exhibit in a manner that enables Customer to process single period non-recurring transactions in an efficient manner and without the need to create a multi-period recurring ACH Prenote and/or a multi-period recurring ACH transaction.

 

43

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-3(b)

 

Risk Management Services ( Equifax Interface)

 

1. Risk Management Services (Equifax Interface). Customer may elect from time-to-time to purchase from CSG, and upon such election, CSG shall provide, certain services relating to any or all of Customer’s requirements for consumer credit information, scoring services or other data stored in CSG’s vendors consumer credit reporting database, (the “Risk Management Services”) as designated by Customer with reasonable notice and in writing.

 

2. Use of Credit Information. Customer hereby agrees that it will request credit information received from CSG solely for said Customer’s use in connection with (i) credit transactions between Customer and the consumers to whom the credit information relates, (ii) employment purposes, (iii) underwriting of insurance, (iv) collection activity, (v) government licensing, or for other “permissible purposes” as defined by the FCRA, and will neither request nor use any such information for any other purpose.

 

3. Confidential Treatment. Customer will take reasonable precautions to assure that consumer credit information will be held in strict confidence and disclosed only to those of its respective employees whose duties reasonably relate to the legitimate business purposes for which the information is requested or used to those to whom it may permissibly resell consumer reports hereunder.

 

4. Intellectual Property.

 

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Risk Management Services.

 

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG’s provider of the Risk Management Services (the “Vendor”) or its affiliates, whether registered or unregistered, without the Vendor’s prior written consent.

 

(b) Ownership of Credit Data. Customer acknowledges that all information contained in the consumer credit information database is and will continue to be the exclusive property of the Vendor. Except for the uses specified in this Agreement, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

 

44

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-3(c)

 

One-Time Credit Card Processing

 

1. One-Time Credit Card Processing. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for those data processing services which allow subscribers to charge deposits, pre-payments, monthly services, installation fees and Pay Per View (PPV) orders via credit card (the “One-Time Credit Card Processing Service” or for this Exhibit only, the “Service”) as designated by Customer with reasonable notice and in writing. Credit Card payments can be accepted online through either the work order system or the payment entry system. This feature involves real-time credit card authorizations via an interface with a third party credit card processing system. Return messages from the credit card processor, including approved authorizations, declines, and errors, will be displayed online. CSG will create and transmit a nightly settlement file to the merchant banks’ processing center. All settlement reporting is done by the merchant bank. “Approved” credit card payments will post to the subscriber’s account the day it was entered, up to 9 p.m. central time. One-time credit card payments will be identified on daily and monthly production reports. The merchant processing fees will be billed directly to the Customer, per the agreement between the customer and the merchant bank.

 

2. Requirements. Allowable credit cards for the One-Time Credit Card Processing are Mastercard, VISA, Discover and American Express. Customer is responsible for establishing a merchant agreement with a CSG approved bank*. The merchant bank will assign all applicable merchant ID numbers. Customer must communicate their merchant ID information to CSG prior to using the Service. Online credit adjustments to a credit card can be performed for those Customers that use both Recurring and One-Time Credit Card Processing with a CSG Systems approved merchant bank.

 

3. Use of Credit Information. Customer and CSG agree that all information and data accessed through the One-Time Credit Card Processing Service is “Confidential Information” and as such shall be kept strictly confidential in accordance with the Agreement.

 

4. Intellectual Property.

 

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the One-Time Credit Card Processing Service.

 

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG except in compliance with the Agreement.

 

(c) Ownership of Credit Data. Customer acknowledges that all information (except for any Customer Data) contained in the consumer credit information database is and will continue to be the exclusive property of the appropriate merchant bank. Except for the uses specified in this Exhibit, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

 

* At this time, CSG approved banks include: Chase Merchant Services, Paymentech, First National Bank of Omaha, Old Kent Bank, Huntington National, Wells Fargo, First USA, and Bank of Boston. Additional banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work.

 

45

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-3(d)

 

Recurring Credit Card Processing

 

1. Recurring Credit Card Processing. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for those data processing services which allow subscribers to have deposits, pre-payments, monthly services, installation fees and Pay Per View (PPV) orders automatically charged to their credit card on a monthly basis (the “Recurring Credit Card Processing Service” or for this Exhibit only, the “Service”) as designated by Customer with reasonable notice and in writing. When Subscribers provide their credit card information to the Customer, a “pre” authorization is sent real time to a CSG approved merchant bank (see Section 2 below), to insure that the credit card information is accurate. Customer will determine when the recurring credit card payment will be performed, either on the subscriber’s cycle date or a date between 10 and 25 days after the cycle date. Customer can choose to automatically retry certain “decline” response codes from the credit card processor. CSG Systems will send a file of credit card payments in the appropriate format to the merchant bank’s processor on a nightly basis and post the payment to the Subscriber’s CSG account. The merchant bank is responsible for all settlement processing and reporting. Merchant processing fees will be billed directly to the Customer, per the agreement between the Customer and the merchant bank. Recurring credit card payments will be identified on daily and monthly production reports.

 

2. Requirements. Allowable credit cards for the Recurring Credit Card Processing are Mastercard, VISA, Discover and American Express. Customer is responsible for establishing a merchant agreement with a CSG approved merchant bank, currently either Chase Merchant Services, First National Bank of Omaha or Paymentech. Additional merchant banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work. The merchant bank will assign all applicable merchant ID numbers. Customer must communicate their merchant ID information to CSG prior to using the Service. Online credit adjustments to a credit card can be performed for those Customers that use both Recurring and One-Time Credit Card Processing with a CSG Systems approved merchant bank. CSG must make changes, enhancements, and updates as required to their merchant bank credit card processing interface(s) to continually maintain compliance with CSG approved merchant bank standards and to use commercially reasonable efforts to ensure that Customer’s transactions qualify for the lowest available processing rates offered by those merchant banks. In addition to any CSG approved banks currently supported, additional merchant banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work.

 

3. Use of Credit Information. Customer and CSG agree that all information and data accessed through the Recurring Credit Card Processing Service is “Confidential Information” and as such shall be kept strictly confidential in accordance with the Agreement.

 

4. Intellectual Property.

 

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Recurring Credit Card Processing Service.

 

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG except in compliance with the Agreement.

 

(c) Ownership of Credit Data. Customer acknowledges that all information (except for any Customer Data) contained in the consumer credit information database is and will continue to be the exclusive property of the appropriate merchant bank. Except for the uses specified in this Exhibit, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

 

46

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit C-4

 

CSG CARE EXPRESS - SERVICE BUREAU

 

1. CSG Care Express Services. Customer may elect from time-to-time, and upon such election, CSG shall provide certain services relating to Customer’s requirements to utilize CSG’s web-based software application that will allow it to perform a variety of customer care functions via the Internet as described in Attachment A (the “Care Express Services”) as designated by Customer. Customer shall pay CSG the fees and charges associated with the Care Express Services as set forth in Schedule F.

 

2. Development, Production and Operation of CSG Care Express. CSG will perform the design, development and programming services related to the design and use of the Care Express Services pursuant to a Statement of Work. The Care Express Services will contain the CSG Intellectual Property and the Customer Intellectual Property set forth on the Statement of Work.

 

3. Ownership of the Care Express Services. Except with respect to Customer’s Intellectual Property, all patents, copyrights, trade secrets and other proprietary rights in or to the Work Product shall be CSG’s sole and exclusive property, whether or not specifically recognized or perfected under applicable law.

 

4. Customer’s Intellectual Property Representations. Customer provides to CSG a non-exclusive right to use Customer’s Intellectual Property necessary to design, produce and operate the Care Express Services and perform CSG’s other rights and obligations hereunder provided that any use of Customer’s name and mark shall be consistent with any guidelines issued by Customer. Customer may revoke the preceding rights upon notice to CSG.

 

47

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Attachment A to Exhibit C-4 (page 1 of 4)

 

Electronic Bill Presentment and Payment (Module A) and Self-Care/Account Management/Subscriber Acquisition

(Module B).

 

Care Express is an Internet product with two separate modules, which include features and functions for Electronic Bill Presentment and Payment (Module A) and Self-Care/Account Management/Subscriber Acquisition (Module B). These modules may be implemented in conjunction with one another or as separate entities. The features and functions within each of these modules are managed through the Administration Module.

 

The following functionality is currently included in Care Express when only the Electronic Bill Presentment and Payment (EBPP) module has been implemented:

 

Module A–Electronic Bill Presentment and Payment

 

Administration Module

 

Module A - Electronic Bill Presentment and Payment:

 

Bill Presentment

 

  Bills are viewable through custom presentation and content templates

 

  Current bill available for all subscribers immediately upon registration

 

  E-mail notification of bill availability sent to registered users

 

  Bill archive maintained for registered users

 

Bill Payment

 

  Payment methods include:

 

  One-time, EFT/ACH, credit card and PIN-less debit cards

 

  Registered user presented with payment authorization message at time of payment

 

  Recurring credit and PIN-less debit cards

 

  Recurring EFT/ACH

 

Subscriber Registration and Maintenance

 

  Internet registration for new users of Care Express services

 

  E-mail notification of successful initial registration sent to registered users

 

  Internet maintenance of registered user information such as E-mail address and password

 

  Optional setting to control the printing and mailing of paper statements

 

Marketing

 

  Support for CSG’s Enhanced Statement Presentation® marketing messages (Regulatory and Marketing)

 

  Space available for banner ads

 

Security

 

  Web site access restricted to customer defined servers

 

  Data and applications restricted to authorized users only

 

  SSL (Secure Sockets Layer) 3.0 compliant

 

Additional Account Management Items

 

  Registered users can change “Bill-to” information

 

  Registered users can change phone numbers

 

  Registered users can change Internet login ids and PC equipment information

 

  Registered users can enroll in recurring credit card and PIN-less debit card

 

  Registered users can enroll in recurring EFT/ACH

 

  Registered users can update their recurring payment information

 

  Registered users can change their Care Express e-mail address

 

  Registered users can change their Care Express password

 

48

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Attachment A to Exhibit C-4 (page 2 of 4)

 

Client Administration Module:

 

Provide end-user support

 

  Customer has the same view into Care Express as the consumer (i.e. end-user)

 

  Customer can retrieve account information by either account number or name

 

Control Customer Administrative user access level

 

  Secure login access path (user ID and password in SSL site) for Customer Administrative user (supervisor) and basic user (CSR)

 

  Update Customer Administrative user passwords and access/security level

 

  Capability to automatically unregister users who have not logged into the website for a given period of time. Customer Administrative user may set parameters to define specific period of time.

 

View reports

 

  Payment transactions by status

 

  Unposted payments

 

  Successful payments

 

  Registered Users

 

  Number of suppressed hardcopy statements

 

  Self-care transactions

 

  Selectable by date ranges

 

  Printer friendly version available

 

Customer control of various web page displays, look and feel

 

  Real-time web site update (add, change, delete) of services, groups of services and service descriptions

 

  Control available work order scheduling time slots and descriptions

 

  Control user-friendly error message descriptions

 

  Control work order rescheduling availability (# of hours before install date to disallow rescheduling)

 

  Changes can be made by SPA ranges for efficiency

 

Customer will have the ability to customize their Care Express, EBPP and/or Self-Care web pages to maintain consistency between the look and feel of their corporate Internet web site. The specific look & feel, colors, graphics, logo etc. will be defined by the Customer and implemented by CSG during the initial implementation. All subsequent changes to the look and feel, graphics, logos colors etc. will be executed by CSG through additional Statements of Work.

 

49

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Attachment A to Exhibit C-4 (page 3 of 4)

 

The following functionality is currently included in Care Express for video and high speed data subscribers when only the Self-Care/Account Management/Subscriber Acquisition module has been implemented:

 

Module B - Self-Care/Account Management/Subscriber Acquisition

 

Administration Module

 

Module B - Self-Ordering/ Self-Care/Customer Acquisition:

 

New Subscriber Acquisition (New Connect)

 

  New connect consumers can view available services

 

  New connect consumers can select available services

 

  New connect consumers can establish installation date

 

  Includes confirmation of dwelling serviceability

 

  Includes user-friendly error handling

 

  Includes web-only service descriptions

 

  Internet orders include login id, password and PC equipment information

 

  Includes update capability for services and scheduling date

 

Request for Service Upgrade or Sidegrade

 

  Registered users can view available services

 

  Registered users can select available services to add to their existing accounts

 

  Includes user-friendly error handling

 

  Includes web-only service descriptions

 

  Includes support for no-truck and truck roll orders

 

  Includes update capability for services and scheduling dates

 

Order Pay-Per-View Movies and Events

 

  Registered users can view pay-per-view schedules

 

  Registered users can order pay-per-view movies and events

 

Subscriber Registration and Maintenance

 

  Internet registration for new users of Care Express services

 

  E-mail notification of successful initial registration sent to registered users

 

  Registered users can change “Bill-to” information

 

  Registered users can change phone numbers

 

  Registered users can change Internet login ids and PC equipment information

 

  Registered users can change their Care Express e-mail address

 

  Registered users can change their Care Express password

 

  Optional setting to control the printing and mailing of paper statements

 

Marketing

 

  Support for CSG’s Enhanced Statement Presentation® marketing messages (Regulatory and Marketing)

 

  Space available for banner ads

 

Security

 

  Web site access restricted to customer defined servers

 

  Data and applications restricted to authorized users only

 

  SSL (Secure Sockets Layer) 3.0 compliant

 

50

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Attachment A to Exhibit C-4 (page 4 of 4)

 

Administration Module:

 

Provide end-user support

 

  Customer has the same view into Care Express as the consumer (i.e. end-user)

 

  Customer can retrieve account information by either account number or name

 

Control Customer Administrative-user access level

 

Secure login access path (user ID and password in SSL site) for Customer Administrative user (supervisor) and basic user (CSR)

 

  Update Customer Administrative user passwords and access/security level

 

  Capability to automatically unregister users who have not logged into the website for a given period of time. Customer Administrative user may set parameters to define specific period of time.

 

View reports

 

  Registered Users

 

  Number of suppressed hardcopy statements

 

  Self-care transactions

 

  Selectable by date ranges

 

  Printer friendly version available

 

Client control of various web page displays, look and feel

 

  Real-time web site update (add, change, delete) of services, groups of services and service descriptions

 

  Control available work order scheduling time slots and descriptions

 

  Control user-friendly error message descriptions

 

  Control work order rescheduling availability (# of hours before install date to disallow rescheduling)

 

  Changes can be made by SPA ranges for efficiency

 

Customer will have the ability to customize their Care Express, EBPP and/or Self-Care web pages to maintain consistency between the look and feel of their corporate Internet web site. The specific look & feel, colors, graphics, logo etc. will be defined by the Customer and implemented by CSG during the initial implementation. All subsequent changes to the look and feel, graphics, logos colors etc. will be executed by CSG through additional Statements of Work.

 

51

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule D

 

DESIGNATED ENVIRONMENTS

 

The Designated Environment information in this schedule applies only to the CSG Products actually licensed by the Customer and may be subject to change in accordance with Schedule B of the Agreement.

 

52

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ACSR® Windows Designated Environment

Effective Date: January, 2004

   Page 1 of 6

 

The ACSR product family includes:

 

  ACSR 6.x with ACP On

 

  ACSR Voice (ACSR-T)

 

  Customer Interaction Tracking (CIT)

 

  ACSR TBT (Includes CIT TBT)

 

  Application Object Interface (AOI)

 

  HSD

 

Supported Operating Systems

 

Product Compatibility Matrix for the ACSR Family of Products
     ACSR

   ACSR
TBT


   Voice

   HSD

   CIT

   CIT
TBT


   AOI with
DDE


   AOI with
TCP/IP


Operating System

                                       

Windows 2000 Professional*

   Yes    Yes    Yes    Yes    Yes    Yes    No    Yes

Windows XP** Professional

   Yes    No    Yes    Yes    Yes    No    No    Yes

Sun Solaris

   Yes    No    No    No    No    No    N/A    Yes

Microsoft IE 4.0 or Higher

   N/A    N/A    N/A    Yes    N/A    N/A    N/A    N/A

* Windows 2000 Professional is the only 2000 version currently supported by CSG., To Use Windows 2000 the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template compatws.inf can be found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

 

** Windows XP

 

1. Windows XP Home edition not supported

 

2. Windows XP Professional is supported

 

3. CSG strongly recommends the installation of the XP security patch referenced in the Microsoft Security Bulletin MS01-059 and dated 12/20/01 for all customers using the XP Prof. OS. More information about this patch can be found at the following Microsoft link: http://www.microsoft.com/technet/treeview/default.asp?url=/technet/security/bulletin/ms01-059.asp

 

4. Within the XP domain, users should be defined as Power Users or Administrators. The ACSR application requires registration of OCX and DLL files in the Windows registry and, similar to Windows 2000, Microsoft has granted this ability to users with Power User or greater privileges.

 

  If the client network administrator does not want to define users as Power Users or Administrator, then the Microsoft compatible security template that opens up the default access control policy for the Users group must be installed. Installation of this template will allow ACSR to install and function correctly. For more information about this template, please contact Microsoft Support.

 

5. To ensure proper installation and execution of ACSR, ANDS client version 2.0.21 or greater must be used. When installing the ANDS client on the XP desktop, the installing user must be an Administrator on the XP domain.

 

  To ensure proper installation and execution of ACSR, ANDS client version 2.0.21 or greater must be used. When installing the ANDS client on the XP desktop, the installing user must be an Administrator on the XP domain.

 

(1) CIT coexists with Telephony (no Telephony specific functionality)

 

53

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Server Requirements

 

Currently Available

Server Hardware


  

Master Distribution

Server


  

Remote Distribution

Server


  

Master With

CIT


Sunfire V100

   X    X     

Sunfire V120

   X    X     

Sun Enterprise 250

   X    X    X

Sun Enterprise 450

   X    X    X

SunFire V210

   X          

SunFire V240

   X         X

SunFire 280R

   X         X

SunFire V480

   X         X

 

CDROM drives are required for ALL SUN Servers

 

2 Network Interface Cards are required for CIT servers

 

Server model, number of CPU’s, memory and disk storage are based on customer’s requirements.

 

Server hardware not listed above should be reviewed by CSG.

 

REQUIRED SERVER SOFTWARE

(The current version of all listed software will be used unless otherwise noted)

 

    

ACSR®

(Master ONLY)


  

ACSR®

(Remote Only)


  

ACSR®

W/CIT


  

ACSR®

W/Voice


Sun Solaris 2.8 with current patches *

   X    X    X    X

Hewlatt Packard JetAdmin for Solaris (bundled with HP JetDirect) V. D6.21

   X    X    X    X

Oracle v. 9i *

             X    X

Tuxedo v 6.5 *

             X    X

Veritas Volume Manager current version

             X    X

 

* Operating Systems with versions earlier than published here have not been certified with all products. Versions are expected to be the version listed herein.

 

** If 3270 sessions are needed a Rumba license to run the session will also be needed

 

54

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Printer Requirements

 

Other ACSR Equipment

Network Cards/Devices

Sun Network Interface Hardware (Required with third party network providers)

Hewlett Packard External Jet Direct EX (Printer Interface external box Required for system printing)

Printers

IBM 4226 - 533 characters per second (cps) - (work order printer) [supported, no longer sold]

IBM 4230 - (4I3 or 4S3)– 600 cps – (work order printer) (do not order with internal Ethernet card)

IBM 4232 – 600 cps – (work order printer)

Lexmark 4227 Plus - 533 cps - (work order printer)

IBM 6400 model 005 - (work order printer) [supported, no longer sold]

IBM 6400 model 050 - (work order printer) (with parallel port) (do not order with internal Ethernet card)

IBM 6400 models 008 and 012 - (For reports) [supported, no longer sold]

IBM 6400 model 010 and 015 (For reports) (with parallel port) (do not order with internal Ethernet card)

Hewlett Packard LaserJet 5000N - (For screen prints)

Okidata ML 320 Turbo - (For cash register receipts)

 

Please Note: Additional software is needed to support printing

 

* Current version of Rumba is required for all cash register receipt printing

 

* Brixton 3270 client is required for all connected printers

 

55

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Client Workstation Requirements

 

ACSR Client Workstation Hardware
     Platform

Processors


   Windows 2000
(Professional) *


   Windows XP
(Professional)


Compaq, IBM, Gateway E3200-350 and Dell Business Class computers with Intel Pentium class, and Celeron processors (1)

   X    X

Random Access Memory (RAM)

         

128 MB(2)

   X    X

Minimum Hard Drive Space Available for ACSR

         

1.2 GB

   X    X

Speed See examples (1)

         

Minimum Video Requirements

         

1024 x 768 x 256 colors, small font

   X    X

SVGA 15” Monitor

   X    X

SVGA 17” Monitor

   X    X

SVGA 19” Monitor

   X    X

 

(1) Minimum Requirements with 500 Mhz processor and 128 Mb RAM

 

(2) 256 MB of RAM or higher is recommended when running ACSR with multiple desktop applications

 

* See note on page 1

 

56

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ACSR Client Workstation Software
     Platform

Operating Systems


   Windows
2000*
(Professional)


   Windows XP*
(Professional)


*Microsoft Windows 2000 with Service Pack 2.0

   X     

Microsoft XP Professional

        X

Communications

         

Rumba version 6.0B**

   X    X

Rumba version 7.1.1**

   X    X

Tuxedo v6.5***

   X    X

 

* Please Note: This is the ‘Professional’ edition not the ‘ME’. (Millennium Edition). To Use Windows 2000, the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template is compat*.inf and is found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

 

** Only needs to be run if customers continue to utilize 3270 screens

 

*** This is for CIT and Voice product only.

 

57

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

     Platform

Database/Reporting


  

Windows

2000*

(Professional)


  

Windows XP*

(Professional)


Oracle SQL Net v2.1.4.1.4 runtime (for CIT; for PCs with Forest & Trees® reporting tool)

         

Oracle SQL Net v2.3.4.0.0 for NT runtime (for Telephony)

         

Oracle SQL Forms (for Telephony)

•      Forms Runtime - 6.0.5.35.3

•      Graphics Runtime - 6.0.5.33.0

•      Reports Runtime - 6.0.5.35.0

   X     

Forest & Trees® Builders Edition v6.5 or higher (Optional reporting tool for PCs performing reporting queries)

   X     
           
           

 

* Please Note: This is the ‘Professional’ edition not the ‘ME’. (Millennium Edition). To Use Windows 2000, the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template is compat*.inf and is found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

 

58

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ACSR (Web Enabled) Designated Environment*

Effective Date: February, 2004

             Page 1 of 1
ACSR (Web Enabled) Client Workstation Software

Operating Systems (Tested)

 

(Do to the nature of the Web Enabled product, any OS supporting the required browsers will be supported. When utilizing Windows 2000, it is required that service pack 2 be installed to support CSG Web Enabled applications)

   Windows NT    Windows 2000

(Professional)

   Windows XP
Microsoft Windows NT v4.0 w/ Service Pack 6.0 or higher and Year 2000 fixes.    X          
Microsoft XP Service Pack 1.0              X
Microsoft Windows 2000 with Service Pack 2.0         X     

 

Other Software Considerations
Internet Explorer 6.0 or higher is required. Browser must be able to support Plug-Ins or Active X controls and have 128-bit SSL encryption enabled.
Listed Operating Systems are those that are currently tested by CSG and supported by Microsoft. If customer decided to utilize a different operating system than that listed within this DEG, they must ensure that the basic browser requirements are met.
Citrix ICA Web Client v 6.30 (download from https://myportal.csgweb.com)

 

Networking Requirements

Internet connection via Internet Service Provider (ISP), direct connect or dial-up

 

ACSR (Web Enabled) Client Workstation Hardware

Processors

Processor must be able to support a Microsoft Internet Explorer 6.0 browser or higher

Tested platforms include: Compaq, IBM, Gateway E3200-350 and Dell Business Class computers with Intel Pentium, Pentium II, Pentium III and Celeron processors designated as Microsoft Windows NT certified and Year 2000 compliant.

Printers
IBM 4226 - 533 characters per second (cps) - (work order printer) [supported, no longer sold]
IBM 4230 - (4I3 or 4S3)– 600 cps – (work order printer) (do not order with internal Ethernet card)
IBM 4232 – 600 cps – (work order printer)
Lexmark 4227 Plus - 533 cps - (work order printer)
IBM 6400 model 005 - (work order printer) [supported, no longer sold]
IBM 6400 model 050 - (work order printer) (with parallel port) (do not order with internal Ethernet card)
IBM 6400 models 008 and 012 - (For reports) [supported, no longer sold]
IBM 6400 model 010 and 015 (For reports) (with parallel port) (do not order with internal Ethernet card)
Hewlett Packard LaserJet 5000N - (For screen prints)
Okidata ML 320 Turbo - (For cash register receipts)

 

* This is the designated environment for ACSR 6.x running in CSG’s Web Enabled environment only. This document also covers the designated environment required for the Security Administration tool provided by CSG. Please refer to the ACSR designated environment for the standard ACSR product family.

 

59

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Screen Express® Designated Environment
Effective: 01/04    Page 1 of 1

 

Note: CSG Screen Express requires CSG ACSR and AOI. The AOI functionality that enables Screen Express functionality is included in the Screen Express license. AOI has other functionality than what is being used in Screen Express.

 

CSG Screen Express is inherent to the ACSR product and therefore requires the ACSR product to execute properly. Please refer to the ACSR DEG to ensure that all ACSR requirements are met before utilizing Screen Express.

 

Screen Express CTI Server Requirements
CTI Server Environment:

NT server class machine with a Pentium III 650 MHz or greater; 256 MB RAM; 10 GB available hard drive space(1); network card (10MB min., 10BT or BNC); NT version 4.0, Windows 2000 Server or Windows 2000 Advanced Server, all with the latest service packs. TCP/IP protocol and MS IIS (Internet Information Server) 4.0 or greater installed. Requires remote access: CA-Unicenter Remote Control, pcAnywhere, VNC, or equivalent.

 

MS SQL 7 or SQL 2000 required for CTI Reporting.

 

Screen Express Desktop Workstation

Windows only environment. Refer to ACSR DEG. Windows 2000 or 2000 Professional, Windows XP Professional, all with latest service packs; 32 bit; 200 MHz or greater; 64 MB RAM (2); minimum 3MB available hard drive space; network card (10MB min., 10BT or BNC). Windows NT version 4.0; TCP/IP protocol installed; ACSR must be on the workstation.
Screen Express ACD Options
Aspect ACD – version 6.2 Operating System – 8.2(3) inclusive. Requires Application Bridge Link (Ethernet) for ANI support and communication with the CTI server. Sites that have migrated to Aspect Contact Server not currently supported.
Lucent/Avaya Communications Definity G3 ACD – version 6.0 Operating System or greater and requires the native ASAI Interface. ASAI-Plus required for adjunct routing in vectors (ANI prompting, etc.). Requires a MAPD gateway card for ANI support and to communicate with the CTI server.
Nortel/Meridian – Any Nortel Meridian ACD that supports and includes: 1.)Meridian Link “B” or greater, or 2.) SCCS (Symposium Call Center Server) 4.1.7 or greater. Nortel TSP (TAPI Service Provider) 2.1 or greater required for both of the aforementioned, including licensing equal to the number of monitored devices (Screen Express seats) and AST for phonesets activated.
Intecom IBX– For CTI functionality the switch platform must be an E series (E3M, E14M, E21M, etc.) running software release 4.10 or greater. Software packages must include PRI (Primary Rate Interface), ANI support, and OAI (Open Application Interface).
Siemens/Rolm – HICOM 300 series (9751/9006 or greater) with CallBridge for Workgroups. Only CSTA version supported.

(1) Optional data logging features may require additional drive space if logging destination is local.

 

(2) 128 MB of Ram or higher is recommended when purchasing new equipment

 

(3) Upon execution of a mutually agreeable SOW or LOA, CSG will add version 8.3 or subsequent versions to the Designated Environment.

 

60

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Statement Express® Designated Environment
Effective: 02/13/2004    Page 1 of 2

 

CSG Statement Express Client - Stand Alone Environment (1)

Platform Supported
OnDemand Content Manager version 7.1.0.8
See current Designated Environment requirements for Windows NT, Window XP or Window 2000
Desktop Software Requirements
IBM OnDemand
Minimum Processor
An IBM-compatible PC with an Intel Pentium 166 MHz or faster processor
Minimum Free Disk Space
100 MB of free hard disk space
Minimum Memory
A minimum of 32 megabytes of memory
Speed
Network Cards/Devices
Ethernet or Token Ring network adapter
Minimum Video Requirements
A super-VGA and adapter with at least 800x600 resolution recommended
Printer
Any MS Windows supported printer

 

CSG Statement Express Client - ACSR Integrated Environment Version 1 (2)

Platform
See current Designated Environment requirements for ACSR
Desktop Software Requirements
IBM OnDemand Content Manager version 7.1.0.8
Minimum Processor
See current ACSR Designated Environment
Minimum Free Disk Space
See current Designated Environment requirements for ACSR.
Minimum Memory
See current Designated Environment requirements for ACSR

 

(1) Requires INTERNIC registered address

 

(2) Requires CSG ACSR and INTERNIC registered address

 

* IBM OnDemand shall only be used with CSG Statement Express and shall not be used with any other product or service of CSG or any other third party.

 

61

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Statement Express® Designated Environment
Effective: 2/13/04    Page 2 of 2

 

CSG Statement Express Client - ACSR Integrated Gateway Environment Version 2 (2)

Platform

See current Designated Environment requirements for ACSR

Desktop Software Requirements

Adobe Acrobat Reader version 5.0 or higher
Internet Explorer 5.5 or higher

Minimum Processor

See current ACSR Designated Environment

Minimum Free Disk Space

See current Designated Environment requirements for ACSR.

Minimum Memory

See current Designated Environment requirements for ACSR

(3)      Requires INTERNIC registered address

(4)      Requires CSG ACSR and INTERNIC registered address

*  IBM OnDemand shall only be used with CSG Statement Express and shall not be used with any other product or service of CSG or any other third party.

 

62

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Vantage Designated Environment
Effective: 02/01/04    Page 1 of 1

 

Using Vantage in the ACSR and/or ACSR Telephony Environment

 

The ACSR product runs on a TCP/IP network with a Sun Server acting as the SNA gateway. ACSR and Vantage can run on the same workstation but consideration must be given during installation to the overall network and workstation configuration. If the Vantage workstation is to use an existing AT&T Global Services circuit and that workstation does not have an InterNIC registered TCP/IP address, then additional consideration must be given to router configurations.

 

Consideration must be given to the overall environment in which Vantage runs. TCP/IP does not provide load balancing or prioritization on the line. Therefore, if an AT&T Global Services multi-protocol circuit is used for both Vantage and CCS/ACSR, consideration must be given to the estimated amount of activity that will be generated from Vantage. For all ACSR installations, prioritization is given to SNA traffic rather than TCP/IP based traffic. Consult CSG for specific installation and configuration information.

 

If the Vantage PC is to be used in the ACSR environment, the ACSR PC Workstation Requirements should be used for both Vantage and ACSR, with the inclusion of the additional Vantage software.

 

Vantage Hardware (1)
Processors
IBM, Compaq, and Dell Business Class computers with Intel Pentium, Pentium II, Pentium III and Celeron processors designated as Microsoft Windows NT certified and Year 2000 compliant.
Minimum PC Requirements
IBM, Compaq, or Dell that is Year 2000 ready - Pentium 166 MHz or better; 32 MB RAM or greater (2); 1.2 GB hard drive or larger (128 MB free space); CD-ROM; and a 56 KB modem (3)

 

Vantage Software (4)

PC Operating System Options
* Windows NT
Windows 2000(Professional) (5)
Windows XP (Professional)
Database/Reporting

** Oracle 9I client for Windows 9.2.04 - Effective 03/01/2004

** Oracle8 Client for Windows 8.1.7.0.0 - 32-bit (plus maintenance)

Forest & Trees® Builder Edition 6.51 (plus maintenance) (6)

Forest & Trees® Builder Edition 7.0 (plus maintenance) (6)

Connectivity Requirements – One of the Following: (7)
Leased TCP/IP multi-protocol connection with minimum 56 KB (for example, AT&T Global Services), or
Dial-up connections through the AT&T secure network, or
Dial-up connections through Internet Service Provider

 

(1) Vantage will operate only on a PC.

 

(2) 64 MB of RAM or greater is recommended

 

(3) A modem is required only for dial-up connectivity.

 

(4) All software must be loaded and operated per workstation. Network server versions and/or operations are not supported.

 

(5) Windows 2000 requires Forest & Trees version 6.51 or higher on the Professional Edition (note this is not the Millenium Edition).

 

(6) Forest & Trees 6.51 will no longer be supported effective July 25th, 2004. Support for Forest & Trees 7.0 will begin effective July 25th, 2004.

 

(7) TCP/IP connectivity with an InterNIC registered TCP/IP address to CSG’s Millennium Data Center in Englewood, CO. The Vantage workstation must exist on the TCP/IP network.

 

* Windows NT will no longer be supported effective November, 2004.

 

** Versions of Oracle Software below 9i will no longer be supported effective December 31, 2004.

 

63

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Workforce Management® 5.0 Designated Environment
Effective 11/21/2003

 

CSG Workforce Management Client Hardware

Processor

 

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

 

350 MHz minimum (for up to 500 techs). 450 MHz or faster strongly recommended.

Operating system

 

Microsoft Windows NT 4.00.1381 Service Pack 6a

 

Microsoft Windows 2000 5.00.2195 Service Pack 2

 

Microsoft Windows XP 5.1

Random Access Memory (RAM)

 

256 MBytes (up to 2000 work orders)

 

384 MBytes (over 2000 work orders)

 

Network Connection

 

Ethernet 10/100 Card

Video Card

Matrox Millenium II graphics controller – 4 MB (part #270246-B21 is recommended) or the equivalent. Video card and monitor must support 1024 X 768 screen resolution and 65,536 colors

Hard Disk

 

128 MB available space - in addition to space required for the operating system, swap space and other applications

Floppy Disk Drive

 

3.5” disk drive

CD-ROM Drive

 

Minimum – 4X

Monitor

 

Minimum – 17” viewable space recommended

Virtual Memory

 

Compliant with Microsoft Windows - Recommendations (Physical RAM + 12 MBytes).

Peripherals

 

Keyboard, mouse, and laser printer which can be shared with other Workforce Management workstations

Included Software

 

Workforce Express 5.0, ACSR, ANDS, CIT, Internet Explorer 6.0 (Service Pack 1), Adobe Acrobat Reader 5.0

 

64

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG TechNet® 5.0 Designated Environment

Effective 11/21/2003

 

CSG TechNet®

 

The CSG TechNet® application is supported on any phone that currently uses the Openwave Browser version 4.1.x or the Openwave Browser version 5.0.x, and is serviced by any of the following wireless network operators in the United States:

 

AT&T Wireless (GPRS)    Nextel
QWEST    Southern Linc
Sprint PCS    Alltel

 

The CSG TechNet® Browser Based application is supported on any device that contains Internet Explorer 6.0 or greater, PocketPC 2002 or any other devices that support HTML 4.0 and JavaScript 1.2. Browser-based CSG TechNet® will also accept data entered using the bar code scanning functionality that is enabled on those devices.

 

The CSG TechNet® Browser Based application also facilitates electronic signature capture and mobile receipt printing functionality on devices that support Pocket PC 2002 and include embedded handwriting recognition capability. In addition, this device must have an IrDA interface in order to support remote receipt printing on the Citizen CMP-10 printer. CSG has tested signature capture and receipt printing on the Compaq iPaq, Panasonic CF-01, and Intermec 700c.

 

65

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Workforce Management® (web-enabled) Designated Environment

Effective 11/21/2003

 

Workforce Management (web-enabled) Client Hardware
Processor

 

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

Operating system

 

Windows based Operating System (NT, 2000, XP) supporting the necessary web browsers identified above

 

Tested Platforms Include:

 

Microsoft Windows NT 4.00.1381 Service Pack 6a

 

Microsoft Windows 2000 5.00.2195 Service Pack 2

 

Microsoft Windows XP 5.1

Random Access Memory (RAM)

32 MB RAM minimum

Network Connection

Designated URL must be accessed through an accepted NAT provided to CSG

Video Card

Testing on video cards inconclusive at this time

Monitor

1024 x 768 x 256 colors, small font

SVGA 15” Monitor

SVGA 17” Monitor

Virtual Memory

Compliant with Microsoft Windows NT, Microsoft Windows 2000 or Windows XP Recommendations (Physical RAM + 12 MBytes).

Peripherals

Keyboard, mouse, and laser printer which can be shared with other Workforce Management workstations

Included Software

WFX version 5.0

Citrix ICA client

Client Software

Internet Explorer 6.0 Service Pack 1

Microsoft Terminal Server Licenses (provided by client)

 

•      Windows 2000 Server License (one per server)

 

•      Windows 2000 Client Access License (one per user)

 

•      Windows 2000 Terminal Services Client Access License (one per user)

 

66

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG TechNet® Web 5.0 Designated Environment

Effective 11/21/2003

 

TechNet Web Client Hardware

Processor

 

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

 

233 MHz minimum.

Operating system

 

Microsoft Windows 2000 – Service Pack 2

 

Microsoft Windows XP

Peripherals

 

Keypad and Mouse

Included Software

 

WorkForce Express 5.0, Internet Explorer 6.0 Service Pack 1

 

CSG Supervisor Module® 5.0 Designated Environment

Effective 11/21/2003

 

Supervisor Module Client Hardware

Processor

 

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

 

233 MHz minimum.

Operating system

 

Microsoft Windows 2000 – Service Pack 2

 

Microsoft Windows XP

Peripherals

 

Keypad and Mouse

Included Software

 

CSG Supervisor Module®, Internet Explorer 6.0 Service Pack 1

 

67

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Care Express® Designated Environment

Effective 01//04

   Page 1 of 1

 

Care Express in a Service Bureau Environment
CSG operates and maintains the product on its hardware and software and provides URL link(s) for the client web site.
Module A - Electronic Bill Presentment and Payment (EBPP) Designated Environment for the customer and end user:

•      Enhanced Statement Presentment (ESP)

•      Internet Explorer 5.5 or higher or Netscape Navigator 6.2 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

Module B - Self –Care (Acquisition and Update Service) Designated Environment for the customer and end user:

•      Internet Explorer 5.5 or higher or Netscape Navigator 6.2 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

The Administration Designated Environment for the customer :

•      Internet Explorer 5.5 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

 

68

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule E

 

Technical Services

 

CSG agrees to provide Technical Services as requested by Customer for use in conjunction with or as a supplement to CSG’s Services, Products, and Support Services during the term of this Agreement.

 

1) Requests for Technical Services outside of Software Development

 

For each project that Customer desires CSG to undertake, Customer will complete the CSG Services Request Form (“SRF”) Trigger Document attached hereto as Exhibit E-1. This document will be validated and submitted to CSG by Customer’s Contract Administrator, Technical Coordinator, or other designated representative from Customer’s West Chester Data Center.

 

  SRF – Customer will complete this document when requesting consulting, data maintenance, travel, IP address additions or other commonly used Technical Services.

 

In response to receiving an SRF Trigger Document, CSG will complete one of the following Response Documents:

 

  Letter of Agreement (“LOA”) (attached hereto as Exhibit E-2)

 

  Statement of Work (“SOW”) (attached hereto as Exhibit E-3)

 

  LOA- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an LOA. This document will be used as a price and delivery quotation to define the cost, schedule, tasks, and deliverables for consulting or ancillary services that will generate a one-time charge of less than *** ******** ******* ($***). Upon the Parties’ execution of the LOA, CSG will commence providing the requested Technical Services.

 

  SOW- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an SOW. This document will be used for services that will generate a one-time charge of *** ******** ******* ($***) or greater. Upon the Parties’ execution of the SOW, CSG will commence providing the requested Technical Services. An SOW will be used for reoccurring services regardless of the dollar amount.

 

CSG agrees to provide their Response Documents to Customer in a timely manner after receipt of Customer Trigger Documents, and in the aggregate, they will be provided to Customer according to the following standards:

 

Within any *** day period, CSG will submit their LOA response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will submit their SOW response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will use commercially reasonable efforts to respond to all trigger documents as soon as possible

 

In ***% of instances, Customer receives LOA Response Document from CSG within 20 business days of the mutually agreed upon requirements completion submitted by Customer. In ***% of instances, Customer receives SOW Response Document from CSG within 30 business days of the mutually agreed upon requirements completion submitted by Customer.

 

In any case where CSG fails to perform according to the above standards, Customer may issue written notice to CSG specifying the non-performance and request immediate corrective action to remedy the non-

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

performance. If CSG fails to remedy the non-performance within *** days of receipt of Customer’s notice specifying the non-performance, then CSG agrees to provide Customer with Technical Service credits of *** ******* (***) hours, at a senior consultant level, applicable to any outstanding or future LOA or SOW.

 

Maximum Period of Performance

 

Following Customer’s approval of any LOA or SOW, CSG will use commercially reasonable efforts to begin and complete performance of the contemplated Technical Services in the most expeditious manner possible. Notwithstanding the foregoing, CSG will adhere to the following period of performance standards unless otherwise specified in the applicable LOA or SOW or otherwise set forth in an Exhibit or Schedule

 

Total CSG Billable Hours


  

Maximum time allowed to complete LOA or SOW


*** ** *** hours

   *** Days

*** ** *** hours

   *** Days

*** ** *** hours

   *** Days

*** ** ***

   *** Days

Over ***

   See date as specified in SOW

 

2) Requests for Software Development

 

For each project that Customer desires CSG to undertake, Customer will complete the CSG Business Requirements Specification Document (“BRD”) attached hereto as Exhibit E-4. This document will be validated and submitted to CSG by Customer’s Contract Administrator, Technical Coordinator, or other designated representative from Customer’s West Chester Data Center.

 

  BRD – The Customer will define the project scope, background, and objectives, along with use cases for the requested software development or customization project(s).

 

In response to receiving a BRD Trigger Document, CSG will complete the following Response Document:

 

  Initial Project Analysis (“IPA”) attached hereto as Exhibit E-5

 

  IPA- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an IPA. The purpose of the Initial Project Analysis (IPA) is to provide a proposed solution to a BRD that can be used to develop a detailed design, and to provide CSG and Customer an overall estimate of the size of the development request. This document will be provided to Customer for approval and signature.

 

Upon the Customer approval of the IPA, CSG will complete the following Response Documents:

 

  Design Statement of Work (“D-SOW”) attached hereto as Exhibit E-6.

 

  Statement of Work (SOW)

 

  D-SOW- The purpose of the D-SOW is to produce a detailed functional specification for development of the CSG proposed solution to Customer requirements, as specified in the BRD and further clarified in the IPA. If the size of the estimate provided in the IPA is greater than *** hours, a D-SOW is created for completion of the design phase and then after D-SOW Customer approval, an SOW is created once the design is completed. If the size of the estimate is less than *** hours, an SOW only is created for the complete development life cycle.

 

 

SOW – The purpose of the SOW is to provide formal acceptance by the Customer of the project design, cost and implementation schedule. The SOW will provide reliable cost and schedule estimates along with a description of the tasks to be completed and the deliverables to be produced. Upon Customer’s execution of the SOW, CSG will commence providing the requested services. An SOW will be used for reoccurring services regardless of the dollar amount. Except as otherwise

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

 

specifically provided in a Statement of Work, CSG shall own all right, title and interest to any Deliverable. Each such Statement of Work agreed upon by the parties shall include a designation by Customer of whether the development project is deemed “strategic” or “non-strategic”, provided that Customer shall not designate any development project as “strategic” unless the aggregate fees payable to CSG in connection therewith are at ***** $***, and provided further, that any development project with aggregate fees payable to CSG of less than $*** shall be deemed neither “strategic” nor “non-strategic” for purposes of this Schedule E. With respect to any project set forth in an agreed upon Statement of Work that is designated by Customer as “strategic”, Customer shall fund the cost thereof, and CSG shall be restricted for a period of *** ** *** months from the date the Deliverables are made available to Customer (as agreed to by the parties in such Statement of Work) from using or distributing, or permitting the use by any third party of, the Deliverables and related intellectual property. With respect to any project set forth in an agreed upon Statement of Work that is designated by Customer as “non-strategic”, CSG may (i) elect to charge Customer for its development costs, in which case CSG may not itself use, or make the Deliverables or related intellectual property available for the use by other customers or third parties for *** ** *** months from the date the Deliverables are made available by CSG (as agreed to by the parties in such Statement of Work); provided, however, that CSG may at any time elect to use the Deliverables or intellectual property without Customer’s permission in which case it shall refund to Customer the development fees paid to it by Customer under the applicable Statement of Work; or (ii) elect not to charge Customer for its development costs, in which case CSG may use the Deliverables and related intellectual property without restriction.

 

CSG agrees to provide their Response Documents to Customer in a timely manner after receipt of Customer Trigger Documents, and in the aggregate, they will be provided to Customer according to the following standards:

 

Within any *** day period, CSG will submit their response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will use commercially reasonable efforts to respond to all trigger documents as soon as possible.

 

In ***% of instances, Customer receives Response Document from CSG within *** business days of the mutually agreed upon requirements completion submitted by Customer.

 

In any case where CSG fails to perform according to the above standards, Customer may issue a written notice to CSG specifying the non-performance and request immediate corrective action to remedy the non-performance. If CSG fails to remedy the non-performance within *** days of receipt of Customer’s notice specifying the non-performance, then CSG agrees to provide Customer with Technical Service credits of *** hours, at a senior consultant level, applicable to any outstanding or future SOW or D-SOW.

 

Maximum Period of Performance

 

Following Customer’s approval of any SOW, CSG will use commercially reasonable efforts to begin and complete performance of the contemplated Technical Services in the most expeditious manner possible. Notwithstanding the foregoing, CSG will adhere to the following period of performance standards unless otherwise specified in the applicable or SOW. These standards apply to single product impacts only (CCS, ACSR, Care Express, Workforce Express, CIT, Vantage, or Vantage Plus). If the software development request crosses products or includes changes to more than one product, then refer to the date as specified in the SOW.

 

Total CSG Billable Hours


  

Maximum time allowed to complete SOW.


*** ** **

   *** Days

*** ** ***

   *** Days

*** ** ****

   *** Days

**** ** ****

   See date as specified in SOW

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

3) Change Orders

 

If Customer desires a change to the Technical Services or work to be performed under any executed LOA, SOW, or D-SOW, Customer shall issue an amended SRF or BRD to CSG which shall specify that it is a request for a change in a specified LOA, SOW or D-SOW. CSG shall respond with the appropriate Response Document, which shall include a change order cost and schedule estimate to the original LOA, D-SOW or SOW. Upon receipt of the change order LOA, SOW or D-SOW, Customer shall have the option to execute the change order LOA, SOW, or D-SOW, complete the work specified in the previously executed LOA, SOW, or D-SOW, or provide written notice terminating the previously executed LOA, SOW or D-SOW. In the event that Customer terminates any previously executed LOA, SOW, or D-SOW, Customer will be obligated to pay only for work performed by CSG, or other third party performing work, up to the date that CSG receives the termination notification, or as otherwise specified in the LOA, SOW, or D-SOW. Requested changes may affect the delivery and cost of the specified service or development.

 

4) Authority to Approve Technical Services

 

Customer execution of a SOWs or D-SOWs requires the signature of Customer’s corporate officer, or of Customer’s Contract Administrator named in Schedule P. Customer execution of an LOA requires the signature of one of the following:

 

  A Customer corporate officer

 

  The Customer Contract Administrator named in this Agreement

 

  The Customer Technical Coordinator named in this Agreement

 

  Another data center representative previously designated in writing by Customer’s Contract Administrator.

 

5) Customer Obligations

 

Upon completion of specified work by CSG and acceptance of the work product or deliverables by Customer, Customer will pay CSG all fee(s) set forth in a Statement of Work, as well as any previously approved Reimbursable Expenses incurred in connection with the Technical Services performed by CSG.

 

The Parties acknowledge that all executed LOAs, SOWs, and D-SOWs, shall form an integral part of this Agreement. Without limiting the foregoing, the Parties agree to negotiate in good faith a mutually agreeable Statement of Work for any Technical Services requested by Customer which relate to (i) the building of any interface between the Products and the systems used by CSG to provide the Services and any other system or product designated by Customer (“Interface”), and (ii) the development of any modifications to the Products or the systems used to provide the Services requested by Customer for the purpose of facilitating Customer’s compliance with the federal, state or local laws, rules or regulations to which it is subject. The terms and conditions for certification of any Interface implemented by Customer pursuant to this Schedule E are set forth in Exhibit E-7 and are hereby incorporated into any LOA, SOW or D-SOW for such implementation.

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

6) CSG Obligations

 

In the event that CSG has not completed the work specified in the LOA or SOW within the maximum period of performance or the period of performance otherwise specified in the LOA or SOW, as described above in Sections 1 and 2, Customer will have the option of providing written notice terminating the SOW at no cost. Upon receipt of such notice of termination, CSG shall be released of any obligation to deliver any of the work outlined in the referenced SOW or LOA. or applying the following discounts based on late delivery:

 

Delivery Delay


  

Discount applied off total proposed price excluding reimbursable expenses


*** ** *** ****

   ***%

*** ** *** ****

   ***%

*** ** *** ****

   ***%

*** ** *** ****

   ***%

**** *** ****

   ***%

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit E-1

 

LOGO

 

Service Request Form

 

Submission Date:

      

Request #:

    

Submitter’s Name:

      

Submitter’s Phone #:

    
        

Submitter’s E-mail:

    
               

Executive Sponsor:

      

ES Phone #:

    

Business Owner:

      

BO Phone #:

    

Owner/PM:

      

PM Phone#:

    
        

PM E-mail:

    

CSG Contact:

      

CSG Contact Phone #:

    
        

CSG Contact E-mail:

    

 

Region/System Name/Department:

   

Billing System/Prin:

   

SPAs affected:

   

Desired Delivery Date:

   

Request Type (see Appendix A for types):

   

 

Description (see Appendix A for required information):

 

Justification/Reason (see Appendix B):

 

CSG Use Only:

 

Change Request #:

   

Date Accepted by CSG:

   

 

CSG Project Manager:

   

CSG Department:

   

 

Returned: ¨SOW #                         ¨ LOA#                         ¨Non-billable

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Appendix A - SRF Requirements

 

1. Addressable Requests

 

  a)      PCB

 

Z#/L# which are to be changed

 

  Protocol involved

 

What needs to be changed, deleted (SPA, headend, etc)

 

When changes are to occur

 

  b)      NAS to DAC

 

  Main Contact Name and Number if not the same as submitted

 

  Warehouse/converter inventory contact name and number

 

  Addressability/PPV contact name and number

 

  UDU contact name and number

 

  Dates of all 3 passers.

 

  Is this site addressable? If so, is it analog or digital? List all protocols.

 

  Will the current addressable protocols continue to be used after the digital launch? List those to remain and those to discontinue. Will Jerrold Digital be impulse?

 

  Do you currently use ANI or ARU? List vendor(s)

 

  Will the Jerrold Digital launch use ANI or ARU? If so, list vendor(s).

 

  What are the launch dates? Do you have separate dates to begin testing, launch to friendly customers/employees, and live launch? If so, specify.

 

  c)      ARU/ANI Launch

 

  Main Contact Name and number if not the same as submitted

 

  Warehouse/converter inventory contact name and number

 

  Addressability/PPV contact name and number

 

  UDU contact name and number

 

  Is this site addressable?

 

  List all protocols.

 

  Do you currently use ANI or ARU? List vendor(s)

 

  Are you switching to a new ANI vendor? If so, what vendor do you currently use? What vendor will you switch to?

 

  What are the launch dates? Do you have separate dates to begin testing, launch to friendly customers/employees, and live launch? If so, specify.

 

2. UDU/CTD Requests

 

  a)      CTD Mirror

 

  From SPA information and to Spa information

 

  CTD or 9xx information to be mirrored

 

  b)      Mass date move

 

  Date cards are entered

 

  Effective date needed for card changes

 

  Is this a 9xx or CTD request?

 

  c)      Cycle Freeze

 

  Cycles to be frozen

 

  Sys/prin/agents to be frozen

 

  d)      Cycle Force

 

Date to force cycle

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Sys/prin/agents to be forced

 

3. Access Changes

 

  a)      Prin Bank Changes

 

Is this site ACSR? If so server IP to be changed.

 

  Group ID or printer ID to find Prin Bank

 

  Sys/Prins to be included or removed

 

  Date access is to be changed

 

  b)      INI changes

 

  Server IP to be changed

 

  Changes requested

 

  Date access is to be changed

 

  c)      Sys2rid Changes

 

  Server IP to be changed

 

  Regions to be added or deleted

 

  Date access is to be changed

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Appendix B – Justification/Business Case

 

Describe the Business Need/Goal addressed by this request. This should include objectives, need, and rationale for expenditure. Please add in any key milestones that will need to be tracked as it pertains to this request.

 

Describe the risks to the business if this request is not completed.

 

Provide what benefit will be derived. State how the expenditure will benefit Comcast and describe how the expenditure promotes Comcast strategic initiatives.

 

Describe how the benefit will be measured.

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

   

“CSG Internal Use Only”

 

¨ Non-Billable OR ¨ Billable

Project #: [Enter the Oracle or HourGlass # here.]

PRO # / Passer #:

Billing Sys Prin #:

 

Exhibit E-2

 

[Date]

 

Addressee

Comcast Cable Communications Management, LLC

Street Address

City, State, Zip

 

  Re: Letter of Authorization for enter the LOA description here.

 

Dear Salutation should match Addressee:

 

This Letter of Authorization (the “Letter”) confirms the agreement of Comcast Cable Communications Management, LLC (“Customer”) to retain the technical/consulting services (the “Services”) of CSG Systems, Inc. (“CSG”). Customer agrees to pay CSG in accordance with the monthly invoices that CSG sends Customer. The terms and conditions of Schedule B of the Master Agreement between Customer and CSG regarding the provision of Services are incorporated in this Letter and shall govern the Services provided herein by CSG.

 

Description of Services:

   Customer would like to contract a CSG employee (Jane Doe) as a consultant to            .

Key Target Milestones:

   Begin Date:             .
     End Date:             .

Fees and Expenses:

   Fixed Bid: This Letter is fixed baseline pricing based on the Description of Services and Key Target Milestones listed herein. Customer mandated changes, variances, delays and contingencies outside of CSG’s control shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $*** per person, per hour. Total Cost for a Change Order will not exceed 10% of the estimated change control pricing. Customer is responsible for all Reimbursable Expenses (as defined in Schedule B of the Agreement) incurred by CSG or it’s affiliates on behalf of this Letter.
      

 

Total Cost: $***

   (excluding Change Orders)

 

      

AT&T Point of Contact

   CSG Point of Contact

Name:

   Business Owner:

Business Owner:

   Project Owner:

 

Misc. information (if none, delete this text).

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG looks forward to a long and mutually beneficial relationship with Comcast Cable Management, LLC and to providing you with continued high-value services to enhance your business. Once the Customer has signed two originals of this Letter, please return to CSG via US mail, attention: Requestor’s Name at Requestor’s Address. Upon CSG’s receipt of a signed Letter by Customer, CSG will commence the Services that you have requested. However, if the Customer requests CSG begin work immediately, in addition to mailing two originals, Customer can fax a signed copy of this Letter attention: Requestor’s Name fax 000-000-0000.

 

COMCAST CABLE COMMUNICATIONS

MANAGEMENT, LLC (“Customer”)

      CSG SYSTEMS, INC. (“CSG”)
By:           By:    
   
         

Name:

         

Name:

   
   
         

Title:

         

Title:

   
   
         

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

        “CSG Internal Use Only”
       

Project #:

PRO # / Passer #:

Billing Sys Prin #:

 

Exhibit E-3

 

STATEMENT OF WORK

(Template)

DELETE ALL INFORMATION IN BLUE AFTER DRAFTING SOW

 

THIS STATEMENT OF WORK (“SOW”) is made by and between CSG® SYSTEMS, INC. (“CSG”) and COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC, pursuant to, in accordance with Schedule E of the CSG Master Subscriber Management System Agreement (the “Agreement”) that CSG and Customer executed as of             , 200_, and of which this SOW forms an integral part. The Effective Date of this SOW is the date last signed below. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this SOW shall have the meaning set forth in the Agreement.

 

SERVICE TYPE: Double click directly on the gray box, and then choose Checked under Default Value to select appropriate options.

 

¨ Consulting Services

 

¨ Project Management

 

¨ Strategy and Direction

 

¨ Requirements Definition and/or Vendor Selection

 

¨ Implementation/Integration

 

¨ Training

 

¨ Support

 

¨ Development

 

¨ Create Software

 

¨ Alterations or Customizations

 

¨ Implementation

 

¨ Passers

 

¨ Configuration

 

¨ Agent Transfer

 

¨ Integration Operation Test (IOT) Support

 

¨ Configuration

 

¨ Hardware

 

¨ Software

 

¨ Other

 

TITLE: Title [short and sweet]. Include PRO # if applicable. Sample: Third Party Verification (“TPV”) summary report/CR 229.

 

OBJECTIVES: Specific Business Needs (refer to a requirements document for details) What Customer is requesting.

 

Sample: The Customer has requested a daily TPV summary report of the previous day’s TPV activity as well as a monthly report.

 

DESCRIPTION/SCOPE OF SERVICES: Should include what CSG plans to do or what will be done.

 

Sample:

 

Software Code

 

Release notes

 

Training

 

Conversion Programs

 

Example Description for an SOW: CSG will review the Customer’s business requirements, perform analysis, provide a Business Requirements Document, and assist the Customer with the necessary testing efforts for this project. In addition, CSG will design, code, test, and implement the necessary system changes to meet the business requirements.

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG will provide the following in the report:

 

1. Be sorted by market and include the total number of records that went through TPV.

 

2. The total number of records that passed (Completed).

 

3. The total number of records that failed.

 

(For those records that failed, it will be necessary to have the Locator ID and/or BTN listed on the report to aid error investigations.) This report will provide the Customer with the statistical data needed to ensure the efficiency of the TPV application and process.

 

SUPPORT PLAN/PROCEDURES: This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

 

Example Support Plan for an SOW:

 

The CSG Telephony Product Group will perform the following:

 

Review data business requirements for TPV summary.

 

Write and distribute a Business Requirement Document.

 

Facilitate a Business Requirements Review with the Customer.

 

The CSG Telephony TPV Web Development Team will perform the following:

 

Design, code, unit test and system test.

 

The CSG Telephony Program Manager will perform the following:

 

Create and maintain overall project status reports.

 

Identify critical paths and escalate when appropriate.

 

Participate in meetings and track progress.

 

Provide weekly status reports to the Customer.

 

LOCATION: [NEEDS TO BE ANSWERED BY CSG] Primary location of team and what Customer should expect in terms of presence and communication (status, costs, equipment requirements and understanding of who is to provide support equipment, etc.) If no field visit is necessary, then type N/A. If a visit is necessary, please list location(s) that will be visited.

 

KEY TARGET MILESTONES:

 

Sample: [November 1, 2003, not 11/1/03]

 

Analysis and Design Start Date:

 

Business Requirements Specification Completion Date:

 

Functional Design Completion Date:

 

Functional Design Review Date:

 

  Customer shall execute this SOW on or before             , 200_ (“Scheduling Date”); should Customer fail to, at CSG’s option, this SOW may be deemed null and void in its entirety.

 

QUALITY METRICS: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

 

TESTING DEADLINES: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

 

PROJECT FEES: Project Fees tied to milestones and user acceptance and payment terms.

Double click directly on the gray box, then choose Checked under Default Value to select appropriate options. Delete the paragraph not used.

 

¨ Time and Materials: Project Fees are based on Time and Materials basis at the rate of $             per person, per hour, plus Reimbursable Expenses (as defined in Schedule B of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. Total Project Fees will not exceed ten percent (10%) of the Estimated Total Project Fees.

 

Estimated Total Project Fees: $

   [rate X hours]

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

¨ Fixed Bid: This SOW is fixed baseline pricing based on the Scope of Services, Support Plan / Procedures, Key Target Milestones and Customer Responsibilities listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $                     per person, per hour. Customer is responsible for all Reimbursable Expenses (as defined in Section 5.1 of the Agreement) incurred by CSG or it’s affiliates on behalf of this project.

 

Total Project Fees: $

   (excluding Change Orders)

 

PROJECT BILLING MILESTONES: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options and delete the other option.

 

  ¨ Billing when complete.

 

  ¨ Billing per milestones.

 

Upon completion of Design:

   $ 0.00

Upon completion of Development:

   $ 0.00

Upon completion of Testing:

   $ 0.00

(if other, describe):

   $ 0.00

 

INCENTIVES/PENALTIES: [If applicable]

 

Customer Responsibilities:

 

Sample:

 

Customer shall provide a sample report by xx date.

 

ADDITIONAL PROVISIONS: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options add pertinent details. [****** *** ************ **************** ********* ** *********** ** *************** *** ****** ***** ********* * ********* * ****** ****** ** ******** ********** ** ***** ********* ** ******]

 

¨ Intellectual Property Rights: [IF NEITHER “STRATEGIC” OR “NON-STRATEGIC”] CSG and Customer mutually agree that this SOW shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E.

 

[**]

 

¨ Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE] CSG and Customer mutually agree that this SOW shall be designated as [“strategic”] or [“non-strategic,”] as defined in Schedule E. CSG shall charge Customer for its development cost for this SOW as set forth in the Project Fees Section herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a *** month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this SOW.

 

¨ Additional Warranties and Remedies

 

¨ Performance Criteria

 

¨ Inspection and Acceptance Criteria

 

¨ Additional Insurance - In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of not less than $*** per occurrence with endorsement evidencing coverage for contractual liability.

 


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Customer Billing Address:

Comcast Cable Communications, Inc.

1306 Goshen Parkway

West Chester, PA 19380

  

CSG Payment Address:

CSG Systems, Inc.

P.O. Box 3366

Omaha, NE 68176-0270

(Please do not remit payment until invoiced by CSG.)

Customer Point of Contact

Name:

Business Owner:

G/L Code:

  

CSG Point of Contact

Business Owner:

Project Owner:

Project Number:

 

IN WITNESS WHEREOF, CSG and Customer cause this Statement of Work to be duly executed below.

 

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)       CSG SYSTEMS, INC. (“CSG”)
By:           By:    
   
         
Name:           Name:    
   
         
Title:           Title:    
   
         
Date:           Date:    
   
         

 


Exhibit E-4

 


 

LOGO

 

Title

 

Business Requirements Document (BRD)

 

Guide

 

Version Number: This should match the most current revision number of the doc from the Revision

History

 

Client Requesting: who is the person who actually is requesting the change be made to the application

 

Submitted by: who is the author/responsible party for the document

 

Date Submitted:

 

Program Request Number:

 

Oracle Project Number: (if applicable)

 



“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Table of Contents

 

TABLE OF CONTENTS    85
I.    REVISION HISTORY    86
II.    DEFINITIONS OF TERMS, ACRONYMS, AND ABBREVIATIONS    87
III.    BACKGROUND AND SCOPE    87
A.   

DETAILED BACKGROUND

   87
B.    IMPACTS    87
C.    JUSTIFICATION    87
IV.    PROJECT OBJECTIVES AND MAIN USE CASE    87
A.    PROJECT OBJECTIVES    87
B.    ASSUMPTIONS OR PRE-CONDITIONS    87
C.    MAIN SUCCESS SCENARIO(S)    88
D.    VARIATIONS    88
E.    ERROR CONDITIONS    88
V.    BUSINESS REQUIREMENTS    88
VI.    ADDITIONAL CONSIDERATIONS    91
A.    SUPPORTING DOCUMENTATION:    91
B.    REFERENCES:    91
C.    MISCELLANEOUS/NOTES/COMMENTS:    91
D.    ACCOUNTING/BILLING REQUIREMENTS    91
VII.    IMPACTED PRODUCTS    92

 

Please refer to the BRD Guide for assistance in filling this form out completely.

 

85

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

I. Revision History

 

Revision

N

u

m

b e

r

   Revision Date    Author   

Requirement

Number


  

Change Summary


1.00

                  Initial version submitted for Peer Review
                     
                     
                     
                     
                     
                     
                     
                     

 

The version number that is sent to the Business Requirements Review (BRR) and the IPA will be bolded and noted in the change summary.

 

Version 1.00 shall be the document submitted for peer review. Each revision after the peer review shall be incremented by .01.

 

86

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

II. Definitions of Terms, Acronyms, and Abbreviations

 

The definitions for all terms, acronyms, and abbreviations referred to in this document shall be included here.

 

Terms    Definition

I.E. – CCS

   Communication Control System
      
      

 

III. Background and Scope

 

A. Detailed Background

 

Provide a detailed background of your current situation to help define the scope of this request. Provide an overview of your current organization/operational workflow and interaction with CSG products. (Explain how you use CSG products today).

 

The detailed background should include, but is not limited to, the industries or Lines of Business impacted by the situation, as well as the listing of the current situation and organization. This is the section that covers the background of the request.

 

B. Impacts

 

Due to the situation stated above, explain what the impacts are, and explain who and how these impacts affect the business. Include job/task descriptions and current work-arounds.

 

C. Justification

 

What is the justification (CSG’s and/or client’s) for this request? (business opportunities, market opportunities, cost savings, etc.) Please note, this field is not required.

 

IV. Project Objectives and Main Use Case

 

A. Project Objectives

 

Briefly explain the objectives summarizing the desired results.

 

B. Assumptions or Pre-Conditions

 

List any assumptions or pre-conditions (other circumstances or events that may influence, frame, or help scope this project).

 

Assumptions are specific technical software or hardware requirements the system must meet before the use case starts. For example, the work station must have Windows 2000 installed.

 

Pre Conditions are: the statement(s) of what the system will ensure is true before letting the use case starts. For example, the User is logged in to the application is a pre-condition.

 

87

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

C. Main Success Scenario(s)

 

Main Success Scenario(s)sequential steps.

 

A Main Success Scenario has several parts: The condition on which the scenario runs, the goal to achieve, the set of action steps, the end condition and a possible set of extensions. What this section details is the scenario body, the set of sequential steps. Please keep the following in mind as you complete the Main Success Scenario.

 

  Each action is written to show simple active action.

 

  Use simple grammar.

 

  Write the action in simple sequential steps not paragraph form.

 

  Show clearly “who has the ball”.

 

  Write the steps from 5,000 feet up.

 

  Show the forward process of the motion.

 

  Show the actors intent, not the movement itself.

 

  Include a reasonable set of actions.

 

  Validate information, don’t “check whether or not”.

 

D. Variations

 

List any variations

 

Variations are different incantations of the Use Case. For instance, a variation would be to use different technology and different steps to lead to the same conclusion, or different procedures for dealing with special cases.

 

E. Error Conditions

 

What happens when it doesn’t work?

 

Error conditions cover the differing successful outcomes. Error conditions are not meant to imply true errors, but simply an alternative within the application.

 

V. Business Requirements

 

Requirement types must be considered when writing a business requirement. The following is a list of the various Requirement Types: Functionality, Data, Human Interaction, Reporting, Statement, Security, Operational and Accounting and Billing Requirements.

 

Provide detailed requirements in each section below:

 

  These shall be business/operational requirements, NOT proposed solution statements

 

  Each requirement shall be a single sentence, unambiguous (only one interpretation), and verifiable (can be tested)

 

  If there are terms used that require definition, the definition shall be included in the Definitions of Terms, Acronyms, and Abbreviations section of this document

 

  Make sure any necessary error and exception requirements are included, where applicable

 

  For each requirement, identify the product(s) that shall be considered when developing the solution to meet that requirement.

 

  For example, a requirement to add a new data element to subscriber information, shall indicate what each product is expected to do with the new data element; (i.e., display, print, editing rules, defaults, etc.).

 

  Indicate the priority of each requirement as it relates to each product.

 

Requirement Types: Following are the various Requirement Types, their definitions and some things to think about for each type:

 

88

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Functionality Requirements: Identify the capabilities required of CSG product(s) in terms of function or service.

 

Data Requirements: Identify data elements or derived data required, along with attributes and requirements for use/management of the data, such as:

 

  Source of data (online entry, default values, from electronic interface, derived, etc.)

 

  Data attributes (alpha, numeric, etc)

 

  Data formatting and use

 

  Availability (online, ad hoc, extracts, interfaces, etc.)

 

  Retention

 

  Formulas or algorithms used to calculate derived data

 

Human Interaction Requirements: Identify and describe all user classes and associated requirements for user interaction with the system. This may include:

 

  Type (3270, ACSR, WWW, thin client, ARU, Voice response, etc.)

 

  Presentation (e.g., look and feel, sorting, sequencing, etc.)

 

  Access and use (menus, icons, navigation paths, etc.)

 

  Error handling requirements, including suggested error messages

 

Reporting Requirements: Identify new or modified reporting outputs from the product functionality.

 

  Type (management, exception, detail, summary, audit, etc.)

 

  Media (online view, paper, CD-ROM, microfiche, etc.)

 

  Frequency (on demand, daily, weekly, monthly, etc.)

 

  Sequence

 

  Sort

 

  Content

 

  Availability (by user class, if applicable)

 

  Retention (how long is the report available)

 

  Exception processes required

 

Statement Requirements: Identify statement (or other subscriber output, such as enhanced past dues, computer letters, etc.) and content requirements.

 

  Data elements (billing details, client info, subscriber info, messages, postal info, etc.)

 

  Formatting (graphics, bolding, font sizes, etc.)

 

  Frequency (daily, weekly, monthly, on demand, etc.)

 

  Sequencing of data

 

  Media (paper, electronic, CD-ROM, extracts, etc.)

 

  Delivery (US mail, email, online-www, etc.)

 

  Inserting requirements

 

  Special or exception processes required (reruns, reprints, out of balance alerts or other error handling, statement checkers, pre-test checkers, or other verification tools)

 

Security Requirements: Identify levels of functionality access and use restrictions by user class, as applicable.

 

  Restrictions or security for back office configuration

 

  Restrictions or security for access to specific functions (e.g., view, add, change, delete, etc.)

 

  Restrictions or security for specific data elements

 

Operational Requirements and Constraints: Identify requirements regarding the operation of the functionality being requested.

 

  Service levels

 

  Regulatory requirements ( if not covered elsewhere)

 

  Electronic interface requirements to other CSG components, external systems, or communication networks (include transport protocols, receipt confirmation, or error handling, if applicable)

 

  Backup / disaster recovery requirements

 

  Implementation and deployment requirements

 

  Exception processing or error handling

 

  Designated network environment

 

  Designated hardware environment

 

  Designated software environment

 

  Date base requirements

 

89

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CSG Accounting and Billing Requirements: Identify all requirements to enable the billing of CSG clients for product functionality.

 

  Specific data, reporting, calculations, and interfaces necessary to support CSG billing of CSG’s clients

 

1.0 Primary Requirement:

 

The text of the primary requirement, derived from the use case, belongs in this space. Some tips for creating requirements: ask what must the system do? How must the system do it? What do you have to see to see acceptance from the system?

 

One thing that is required is what type of requirement is it? Please keep the following list in mind when deciding: Functionality, Data, Human Interaction, Reporting, Statement, Security, Operational and Accounting and Billing Requirements

 

Priority


  

Product


      
      

 

Use Case/Work Flow/Example:

 

While an additional use case/work flow/ or example may further clarify the requirement, it is not required to be entered. If the example is derived straight from the main use case, in this section you can reference the number of the step from the Main Success Scenario.

 

The following are only examples of how the form can be filled out, there do not have to be Sub Requirements or additional Primary Requirements in every BRD.

 

N.1 Sub Requirement:

 

Use Case/Work Flow/Example:

 

N.2 Sub Requirement:

 

Use Case/Work Flow/Example:

 

2.0 Primary Requirement:

 

Priority


  

Product


      
      

 

Use Case/Work Flow/Example:

 

N.1 Sub Requirement:

 

Use Case/Work Flow/Example:

 

N.2 Sub Requirement:

 

Use Case/Work Flow/Example:

 

90

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

VI. Additional Considerations

 

A. Supporting Documentation:

 

This list contains all requirement documents, specifications, and other documents supporting the business requirement (i.e. this may include interface specification documentation, screen layouts, report layouts, training documentation, Call Ticket Tracker ticket #’s etc.)

 

While the following information is not required, any supporting documentation that will further explain the Business Request should be listed below.

 

Document Name


  

Number/Attachment


      
      

 

B. References:

 

This section contains any supporting screen shots, examples or any additional information.

 

Not every product will require specific screen definitions or suggestions for the layout, should your product have these requirements, this is the section to add the supporting information to.

 

C. Miscellaneous/Notes/Comments:

 

This section can be used for any information that does not fit into the existing document sections. For example, is there a specific scenario that must be tested in the new functionality? Also, is there anything about this requirement that is proprietary to a specific CSG client? Can the request be used by all clients?

 

D. Accounting/Billing Considerations

 

CSG Accounting and Billing Considerations: Identify all considerations to enable the billing of CSG clients for product functionality.

 

Specific data, reporting, calculations, and interfaces necessary to support CSG billing of CSG’s clients.

 

91

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

  Impacted Products

 

Use this list of products in completing the requirement sections. As a product is used in the requirements, mark column one below with a “Y”. This will help to ensure all affected components are identified for the potential solution (PSA) phase.

 

Impacted by

Requirements

(Yes or blank)


  

Product


    

ACSR

    

ACSR Telephony

    

Aggregator Express

    

Care Express

    

Communications Control System (CCS)

    

CCS Centric Interfaces

    

CSG.net

    

Info Express

    

Open Systems Interfaces

    

Print Services

    

SMS (Prodigy)

    

Screen Express

    

Smartlink

    

Statement Express

    

Ticket Express

    

Vantage

    

Workforce Express

    

XML

    

Third party hardware

    

Third party software

 

92

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit E-5

 

Open Systems

 

<Project Name>

 

<Project Number>

 

Oracle Project Number: <Oracle Number>

 

LOGO

 

Initial Project Analysis

 

Last Updated:

 

Version: 0.1

 

CONFIDENTIAL: This documentation is protected under the United States copyright laws as an unpublished work, and is confidential and proprietary to CSG Systems, Inc. Its use or disclosure in whole or in part, without the express permission of CSG Systems, Inc. is prohibited. © 2002 by CSG Systems, Inc. All rights Reserved.

 

93

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

TABLE OF CONTENTS

 

1. INTRODUCTION

   95

1.1. AUTHORS/ANALYSTS

   95

1.2. CONTRIBUTORS:

   95

1.3. HISTORY

   95

1.4. PROJECT DESCRIPTION

   95

1.5. REQUIREMENTS

   95

2. HIGH LEVEL SOLUTION DESCRIPTION

   95

3. IMPACTED COMPONENTS

   95

4. LEVEL I TIME ESTIMATES

   97

 

94

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Introduction

Authors/Analysts

 

{Enter names of analysts assigned to the project}

 

Contributors:

 

{Anyone outside of the analysts that helped with the project.}

 

History

 

Version


   Date Changed

   Author of Change

  

Purpose of Change


0.1              Initial creation

 

Project Description

 

{Brief description of the project}

 

Requirements

 

{Brief description of the requirements for the project}

 

High Level Solution Description

 

Impacted Components

 

ACSR        Addressability     

ACSR Standard

  ¨   

ARU

   ¨

ACSR Telephony

  ¨   

ANI

   ¨

CIT

  ¨   

Fleetcom

   ¨

XBOI

  ¨   

Addressable Interfaces

   ¨

AOI

  ¨          
CSG.net   ¨    Print Services     

Plan Editor

  ¨   

Statement Express

   ¨
        

ESP

   ¨
Aggregator Express   ¨    Prodigy    ¨
Call Center Express        Telephony     

Ticket Express

  ¨   

Back Office

   ¨

Screen Express

  ¨   

SDS

   ¨

Info Express

  ¨   

UHS

   ¨
        

Reports

   ¨
CAP/XML   ¨    Vantage    ¨
Care Express   ¨    Workforce Express    ¨

 

95

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

CCS        Other    ¨

Video

  ¨          

HSD/ISP

Convergent Express

 

¨

¨

         

 

96

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Level I Time Estimates

 

Project Number - Name

 

Estimate category                   Total
hours

Requirement Gathering

                  0

Open Systems Analysis and Design

                  0

Development Analysis and Design

                  0

Program level estimates


  

Coding &

unit testing


  

Module

research


   Coding/testing
support


    

GUI

   0    0    0    0

Domain

   0    0    0    0

Framework

   0    0    0    0

Tele Server

   0    0    0    0

Message Manager Server

   0    0    0    0

Data Conversion

   0    0    0    0

Back Office

   0    0    0    0

QDDS

   0    0    0    0

TNXREF

   0    0    0    0

Miscellaneous Scripts

   0    0    0    0

Total Programming

   0    0    0    0

System testing

                  0

Programmer support of acceptance testing

                  0

Turnover

                  0

Implementation

                  0

Project administration

                  0

PROJECT TOTAL

                  0
Estimates for PRO (calculated)                    

Analysis & Design

                  0

Code/Unit Test

                  0

Testing

                  0

IOS Admin

                  0
                   

Total:

                  0

 

97

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit E-6

 

DESIGN STATEMENT OF WORK

(Template)

****** *** *********** ** **** ***** ******** ****

 

THIS DESIGN STATEMENT OF WORK (“DSOW”) is made as of                 , 200  , between CSG SYSTEMS, INC. (“CSG”), and COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“Customer”), pursuant to, in accordance with, and as a part of Schedule E of the CSG Master Subscriber Management Agreement (the “Agreement”) that CSG and Customer executed as of March 17, 2004, and of which this DSOW forms an integral part.

 

Service Type: Double click directly on the gray box, then choose Checked under Default Value to select appropriate box.

 

¨Consulting Services

 

¨ Strategy and Direction

 

¨ Requirements Definition and/or Vendor Selection

 

¨ Application Design

 

¨Other

 

Title: Title [short and sweet]. Include PRO # if applicable. Sample: Analysis and Design for Operations Provisioning

 

Activation Link (OPAL) system (CR 303).

 

Objectives: Specific Business Needs (refer to a requirements document for details) What Customer is requesting.

 

Objective Example for a DSOW:

 

* ** *** ****

 

  * ******** *** ********* *** ********** ** ********* ******** ************ *** * ********* ********* ******* ***** ******* ******** ****** (“***”) *** ********** **** ******. **** ********* ***** ******* *** ******* ************:

 

  * **** ********* **** ******* **** **** *** *********** ******** ** ****** ******* ********** ***********. **** ************** ** ********* ******* * **** ********* ********* ** ***.

 

  * **** ********* **** ******* ***** ****** ****** *** ******** ********* ** ****** *** *** ******* ***** (*** ************ *** ******* ***********) **** ***** ******* ***********.

 

Description/Scope of Services: Should ******* ******* Requirements or Scope of Services from BRS or SRF.

 

Examples of specific deliverables:

 

Software Code

 

Release notes

 

Training

 

Conversion Programs

 

Etc.

 

Description Examples for a DSOW: *** **** ****** ********** ******** ************ *** ******* ******** *** ******. *** **** **** ******* *** ****** **** ******** *** ******** ************ *************. *** *********** **** **** ******* * ****** ************* ******** *** *** **** ****** ******** ** *** ******** ** *** **** ********* ********.

 

Support Plan/Procedures: This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

 

Support Plan Example for a DSOW:

 

The CSG Telephony Product Group will perform the following:

 

  * ****** **** ************ *** *****.

 

  * ******* *** ****** **** ******** *** ******** ************ *************.

 

  * *********** ** *** ******** ** *** ********* *********, *******, *** ** *** *********** *** ******* *** ****** ********.

 

98

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

  * The CSG Telephony Development Team will perform the following:

 

  * ******* *** ******** ******** *** ******.

 

  * ***** * ********** ****** ********.

 

Location: {NEEDS TO BE ANSWERED BY CSG} Primary location of team and what Customer should expect in terms of presence and communication (status, costs, equipment requirements and understanding of who is to provide support equipment, etc.) If no field visit necessary, then N/A. If visit is necessary, please list location visited.

 

Key Target Milestones:

 

Example:

 

Analysis and Design Start Date:   ___________[November 1, 2002, not 11/1/02]
Business Requirements Specification Completion Date:   ___________.
Functional Design Completion Date:   ___________.
Functional Design Review Date:   ___________.

 

  * Customer shall execute this SOW on or before                 , 2002; should Customer fail to, at CSG’s option, this SOW may be deemed null and void in its entirety.

 

Quality Metrics: to be negotiated between CSG & Customer’s SMS Team – if none, then N/A.

 

Testing Deadlines: to be negotiated between CSG & Customer’s SMS Team – if none, then N/A.

 

Project Fees: Project Fees tied to milestones and user acceptance and payment terms.

 

Double click directly on the gray box, then choose Checked under Default Value to select appropriate options. Delete paragraph not used.

 

  ¨ Time & Materials: Project fees are based on Time and Materials basis at the rate of $         per person, per hour, plus Reimbursable Expenses (as defined in Schedule B of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. Total cost will not exceed 10% of the Estimated Total Cost.

 

       Estimate Total Cost: $                         [rate X hours]

 

  ¨ Fixed Bid: This Statement of Work is fixed baseline pricing based on the Scope of Services, Support Plan / Procedures, Key Target Milestones and Customer Responsibilities listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $ per person, per hour. Total cost for a Change Order will not exceed 10% of the estimated change control pricing. Customer is responsible for all Reimbursable Expenses (as defined in Schedule B of the Agreement) incurred by CSG or it’s affiliates on behalf of this project.

 

       Total Cost: $                         (excluding Change Orders)

 

Project Billing Milestones: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options.

 

  ¨ Billing when complete.

 

  ¨ Billing per milestones.

 

   

Design:

   $ _______
   

Development:

   $ _______
   

Test:

   $ _______
   

(if other, describe):

   $ _______

 

99

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Customer Responsibilities:

 

Customer must deliver a final Business Requirements Specification (“BRS”).

 

Example:

 

  * ******** **** ******* *** **** *** ******** *** ********* **** ***** *** *** ** ******** *** ****.

 

  * ******** **** ******* *** **** *** ********** ************* ******* *** ****** ** ******** *** ****.

 

  * ***l********* *** *** ***** **** ** ********** ** *** ******** ****** *** ***** ***** ******* ** *** ********* ********** **** ***. (*** **** **** ********** ** ******** **** ******, ****** **********, *** ******* ** *** ******** ** ******* ** ********.)

 

Additional provisions: (check “X” if applicable and add pertinent details —) [****** *** ************ **************** ********* ** *********** ** *************** *** ****** ***** ********* * ********* * ****** ****** ** ******** ********** ** ***** ********* ** ******]

 

                Intellectual Property Rights: [If neither “strategic” or “non-strategic”] CSG and Customer mutually agree that this Statement of Work shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E of the Agreement.

 

[OR]

 

                Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE: CSG and Customer mutually agree that this Statement of Work shall be designated as [“strategic”] or [“non-strategic,”] as defined in Schedule E of the Agreement. CSG shall charge Customer for its development cost for this Statement of Work as set forth in the Project fees herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a *** month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this Statement of Work.]

 

                Additional Warranties and Remedies

 

                Performance Criteria

 

                Penalties/Incentives

 

                Inspection and Acceptance Criteria

 

                Additional Insurance - In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of not less than $*** per occurrence with endorsement evidencing coverage for contractual liability.

 

Customer Billing Address:    CSG Payment Address:
Comcast Cable Communications    CSG Systems, Inc.
Management, LLC    P.O. Box 3366
1306 Goshen Parkway    Omaha, NE 68176-0270
Westchester, PA 19380     
Tel: (610)350-2251 Fax: (610) 350-2201     
Attn: ** ******, Senior Director     
of Information Systems     
     (Please do not remit payment until invoiced by CSG.)
Customer Point of Contact    CSG Point of Contact
Name:    Name:
Business Owner:     
Billing Sys/Prin:     
G/L Code:     

 

100

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

IN WITNESS WHEREOF, CSG and Customer cause this Design Statement of Work to be duly executed below.

 

COMCAST CABLE COMMUNICATIONS

MANAGEMENT, LLC (“CUSTOMER”)

      CSG SYSTEMS, INC. (“CSG”)
By:           By:    
   
         
Name:           Name:    
   
         
Title:           Title:    
   
         
Date:           Date:    
   
         

 

101

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit E-7

 

Interface Certification Process

 

For the purposes of this Exhibit E-7, “Certification” refers to the process undertaken by CSG to ensure that an external application and / or hardware device (“Application”) to be integrated through an Applications Programming Interface (“API”) and used with the Product(s) and Service(s) by Customer are compliant with the format and protocol conventions as specified in the interface specification document (“Interface Spec”) and to the extent reasonably possible, will not have a detrimental impact on the Product(s) and Service(s) in Customer’s production environment.

 

  * *** ************ **** *** ** ** ********** **** *** ******** *** ******** **** **** *** **** ********** ********* ** *** **** ** ********* ** *** ***** ** *** *** ********** ********. **** ** ************* ** *** ************** ** ******** **** ******** ******** ** *** * *** *********** **** ******* *** ** *******.

 

  * ** ***********, ** *** ****** ** ** ******* ** *** *********, **** ** ********* ** *** ** ********* **** * ******** ******* ** ***** ***, **** ************* ** *** ** ************ **** **** ** ***. ******** ** ********** ** ******* **** ***** ******** (**** *** ********* ****) ********* *** *** **** *** ***********. *** ** ********** ******** ***** ******* ********** ************* ***** ** *** ** * *** ********** ***********. ******** ******* *** ********* *** ***** ****** ******* ****** ******** ** *** *********** ** *** ************* ******** ** ***’** ******* ******; ******* ** *** ******** **** *** *** **** *** *********** ********** ********** ******* ** ******** *** ****** ************* ******** **** ** ***********.

 

  * ** *********** *** ** ******* *** **************** ** *** *********** ** ******** ** ** ** ****** ** ******** ** ****** **** * ********* ******* ** ***. **** ** **** **************** ** *** ************** ** ********, ****** ** ***** ***** **** ************ *** **** ** *** ** *** **** **********. ******** *** ** *** **** ********** ****** *** ** *** ******* **** **** **************** *** ******* **************.

 

  * ** *********** **** *** *** **** *********** **** ********** ****** ****** (***) **** ** *** ************* **** *** ** ******* ** **************** ** *** *** ********* * ***** ******* ** *** ******* ***** *** ************* *** *******. *** ***** ****** ******** ** **** *********** *** ***** ******* ** **** ****** *** ******* ** **** ****************, ***** ***** ** ******* ** ***** ****** ************* *****. **** ******* *******, ******** *** ** *** **** ********** ****** *** ** *** ******* **** **** **************** *** ******* **************. ******** ***** ** *********** *** *** ***** ** ************* *** ***** ** *** ****** ** ** ********* ******.

 

102

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule F

FEES

INDEX

 

MINIMUMS

 

CSG SERVICES

 

I. Processing

 

  A. Basic Services Charge (herein after referred to as BSC) for Non-Rated Video and Non-Rated High-Speed Data and Non-Rated Telephony

 

  B. Listing of Products and Services included in the BSC

 

  C. Ancillary Services for Non-Rated Video and Non-Rated High-Speed Data and Non-Rated Telephony

 

  D. Care Express (Self-Care) installation services and optional web page maintenance and programming services

 

II. Interfaces

 

  A. Audio response units (ARU) and automated number identification (ANI)

 

  B. Video

 

  C. High-speed data

 

III. Payment Procurement

 

  A. Direct Solutions (Print and Mail)

 

  B. Care Express (Electronic Bill Presentment) installation services and optional web page maintenance and programming services

 

  C. Refund checks

 

IV. Credit Management and Collections

 

  A. Risk Management (Equifax Interface)

 

  B. Collections

 

V. Conversion services for Video and HSD

 

  A. Automated backlog for Video and High Speed Data

 

VI. Technical Services

 

VII. Additional training and documentation

 

  A. User training at CSG facility

 

  B. Virtual classroom training

 

  C. On-site user training at Customer’s requested location

 

  D. Vantage training

 

  E. Additional documentation

 

CSG LICENSED PRODUCTS

 

I. CSG Workforce Management & CSG TechNet Support Services and Product installation and other associated items

 

  A. Support Services associated with CSG Workforce Management, CSG Workforce Management (web enabled), and CSG Technet

 

  B. Product installation and other associated items

 

II. CSG SmartLink/SmartLink BOS installation and other associated items

 

III. Other CSG licensed products

 

IV. CSG –Vantage setup and database modifications and other services

 

THIRD PARTY SOFTWARE THAT MAY BE PROCURED THROUGH CSG

 

DATA COMMUNICATIONS SERVICES

 

I. Frame Relay

 

II. TCP/IP Connections

 

III. IP Gateway Solution

 

IV. Direct Connect into the CSG Millennium Center

 

V. Network Services – timelines and pricing

 

EQUIPMENT INSTALLATION/TECHNICAL AND ENGINEERING SUPPORT SERVICES

 

I. Equipment installation outside of normal work hours

 

II. Technical and Engineering support services

 

103

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

MINIMUMS

 

ANNUAL MINIMUM FEES

 

•      For the calendar year of 2004

   $ 85,000,000

•      For the calendar year of 2005

   $ 75,000,000

•      For the calendar year of 2006

   $ 60,000,000

 

[Remainder of Schedule F redacted for confidential treatment.]

 

104

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule G

 

AGREEMENT IN RELATION TO THE TRANSFER OF SUBSCRIBERS

FROM CSG/DISPOSING ENTITY AGREEMENT TO ACQUIRING ENTITY

(The “Interim Letter Agreement”)

 

CSG Systems, Inc. (“CSG”) has been informed that                             , (the “Disposing Entity”) desires to sell, divest or otherwise transfer, or has sold, divested or otherwise transferred subscribers, as specifically set forth in the attached Schedule A (the “Transferred Subscribers”) to                                              , (the “Acquiring Entity”). The Transferred Subscribers are currently processed subject to the terms and conditions of the Disposing Entity’s CSG Master Subscriber Management System Agreement dated                                 , together with the amendments thereto, which constitute the “CSG/Disposing Entity’s Agreement”.

 

This Interim Letter Agreement dated this      day of                     , 200_, (the “Agreement Date”) sets forth the interim terms and conditions of the Disposing Entity’s and the Acquiring Entity’s use of the CSG Products and Services and shall be executed by the Disposing Entity, the Acquiring Entity, and CSG. This Interim Letter Agreement shall remain in effect, (the “Term”), until such time as one of the following occurs: (1) execution of a CSG Master Subscriber Management System Agreement (a “CSG Master Agreement”), or (2) deconversion of the transferred Subscribers off of CSG’s CCS system and discontinuance of all use of CSG Products and Services. However, a CSG Master Agreement must be executed, (number (1) herein), or deconversion, (number (2) herein), will occur within six (6) months from the date of the closing of the transfer to Acquiring Entity. CSG is under no obligation and has no responsibility to accommodate the transfer of any subscribers from the Disposing Entity to the Acquiring Entity until this Interim Letter Agreement has been fully executed by all parties.

 

1. TERMS AND CONDITIONS.

 

During the Term, except as set forth herein, all other provisions, conditions and representations for Acquiring Entity’s use of the Products and Services and CSG’s related obligations shall be governed by and subject to Sections 2.1-2.7, 12, and Schedules B-D set forth in CSG’s current standard CSG Master Subscriber Management System Agreement.

 

With respect to the Products and Services for the Transferred Subscribers during the Term, Acquiring Entity accepts and hereby acknowledges that ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE CSG PRODUCTS, ANY THIRD PARTY SOFTWARE, AND THE CSG SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, ITS LICENSORS OR ITS VENDORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY DISPOSING OR ACQUIRING ENTITY ALLOCABLE TO THE SPECIFIC PRODUCT OR SERVICE INVOLVED THAT DIRECTLY CAUSED THE DAMAGE.

 

Unless the Acquiring Entity has executed a CSG Master Agreement by the end of the Term of this Interim Letter Agreement, Acquiring Entity must deconvert off of the CSG Products and Services and therefore shall be responsible for and hereby agrees to pay to CSG all then current deconversion costs, including but not limited to the per set deconversion tape fee and the fees for processing and deconverting subscribers, including on-line access fees, which amounts shall be due and payable thirty (30) days prior to the intended deconversion. CSG shall be under no obligation or liability to provide any deconversion tapes or records until all amounts due hereunder, and as otherwise provided in this Interim Letter Agreement, shall have been paid in full.

 

2. NO TRANSFERABLE LICENSES.

 

Disposing Entity’s license to use the Products and any Incorporated Third Party Software as set forth in the CSG/Disposing Entity’s Agreement is nontransferable and nonassignable. Nothing herein shall be deemed as sublicensing, granting, assigning or otherwise transferring to Acquiring Entity any of the licenses granted to Disposing Entity by CSG for any of the Products. Acquiring Entity’s use of the Products during the Term of this Interim Letter Agreement shall be subject to the limited use license and maintenance fees set forth in the attached Schedule B and Acquiring Entity’s use of the Products shall be considered a non-exclusive, non-transferable license to use the Products

 

105

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

in object code form for the limited duration of the Term so long as Acquiring Entity pays the limited use license and maintenance fees set forth in Schedule B. Acquiring Entity specifically acknowledges that it is bound by any and all other terms and conditions set forth in CSG’s current standard CSG Master Subscriber Management System Agreement, including those related to any third party products which may be provided with or incorporated into the Products. Nothing in this Agreement will entitle Acquiring Entity to receive the source code related to the Products, in whole or in part, for any reason.

 

3. CONFIDENTIALITY.

 

With respect to the subject matter of this Agreement, Disposing Entity hereby agrees to be bound by the same confidentiality restrictions set forth in the CSG/Disposing Entity’s Agreement. Acquiring Entity hereby agrees to the following confidentiality restrictions with respect to the subject matter of this Interim Letter Agreement:

 

(a) Definition. Acquiring Entity and CSG may reveal information relating to each other’s business, the Products, Services and any third party software provided hereunder, which is confidential (the “Confidential Information”), and Acquiring Entity acknowledges that confidentiality restrictions are imposed by CSG’s licensors or vendors. Confidential Information shall include, without limitation, all of Acquiring Entity’s and CSG’s trade secrets, and all know-how, design, invention, plan or process and Acquiring Entity’s data and information relating to Acquiring Entity’s and CSG’s respective business operations, services, products, research and development, CSG’s vendors’ or licensors’ information and products, and all other information that is marked “confidential” or “proprietary” prior to or upon disclosure, or which, if disclosed orally, is identified by the disclosing party at the time as being confidential or proprietary and is confirmed by the disclosing party as being Confidential Information in writing within thirty (30) days after its initial disclosure.

 

(b) Restrictions. Each party shall use its reasonable best efforts to maintain the confidentiality of such Confidential Information and not show or otherwise disclose such Confidential Information to any third parties, including, but not limited to, independent contractors and consultants, without the prior written consent of the disclosing party. Each party shall use the Confidential Information solely for purposes of performing its obligations under this Agreement. Each party shall indemnify the other for any loss or damage the other party may sustain as a result of the wrongful use or disclosure by such party (or any employee, agent, licensee, contractor, assignee or delegate of the other party) of its Confidential Information. Acquiring Entity will not allow the removal or defacement of any confidentiality or proprietary notice placed on any CSG documentation or products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

 

(c) Disclosure. Neither party shall have any obligation to maintain the confidentiality of any Confidential Information which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving party; (ii) is independently developed by the receiving party; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. If required by any court of competent jurisdiction or other governmental authority, the receiving party may disclose to such authority, data, information or materials involving or pertaining to Confidential Information to the extent required by such order or authority, provided that the receiving party shall first have used its best efforts to obtain a protective order or other protection reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, information or materials. If an unauthorized use or disclosure of Confidential Information occurs, the parties will take all steps which may be available to recover the documentation and/or products and to prevent their subsequent unauthorized use or dissemination.

 

(d) Limited Access. Each party shall limit the use and access of Confidential Information to such party’s bona fide employees or agents, including independent auditors and required governmental agencies, who have a need to know such information for purposes of conducting the receiving party’s business and who agree to comply with the use and non-disclosure restrictions applicable to the products and documentation under this Agreement. If requested, the receiving party shall cause such individuals to execute appropriate confidentiality agreements in favor of the disclosing party. Each party shall notify all employees and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the disclosing party and shall instruct such employees and agents to maintain the Confidential Information in confidence.

 

4. PAYMENT OF FEES AND EXPENSES.

 

Subject to the terms and conditions of the CSG/Disposing Entity’s Agreement, Disposing Entity shall be fully responsible to CSG for any and all outstanding fees and expenses (and related taxes, where applicable) that were

 

106

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

incurred for the Products and Services in relation to the Transferred Subscribers prior to, and through the first full CSG billing period, subsequent to the closing date of the transfer (i.e., the “Effective Date of Transfer” as listed on Exhibit A) of the Transferred Subscribers to Acquiring Entity.

 

For the Term of this Interim Letter Agreement, Acquiring Entity is responsible for payment for the Products and Services (and related taxes, where applicable) and hereby agrees to pay CSG for the Products and Services used and incurred subsequent to the first full CSG billing period after the closing date of the transfer (i.e., the “Effective Date of Transfer” as listed on Exhibit A) of the Transferred Subscribers from the Disposing Entity at the rates set forth in Exhibit B. Acquiring Entity shall pay amounts due within ****** (***) days after the date of invoice therefor. Any amount not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of *** *** ******** percent (***%) per month or the maximum rate allowed by applicable law.

 

The parties hereby agree that the fees set forth in this Interim Letter Agreement are only valid for the Term and have been provided by CSG for the purpose of accommodating both the Acquiring Entity and the Disposing Entity in regard to the transfer of the Transferred Subscribers.

 

THIS INTERIM LETTER AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF EACHPARTY.

 

This Interim Letter Agreement is agreed to by the parties as of the Agreement Date set forth above.

 

CSG SYSTEMS, INC. (“CSG”)            
By:                
   
           
Date:                
   
           
Name:                
   
           
Title:                
   
           
                 

     
(“ACQUIRING ENTITY”)       (“DISPOSING ENTITY”)
By:           By:    
   
         
Date:           Date:    
   
         
Name:          

Name:

   
   
         
Title:           Title:    
   
         

 

107

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule H

 

SUPPORT SERVICES FOR THE PRODUCTS

 

I. Strategic Business Unit

 

CSG will assign a dedicated team exclusively for the support of Customer (“Comcast Strategic Business Unit or SBU”). The SBU will have the overall responsibility for Customer satisfaction with all Products and Services. CSG will assign and maintain personnel in the SBU which have the appropriate skills and adequate resources to perform the support Customer throughout the Term of this Agreement. The make-up of the SBU may change from time to time to meet the changing needs of Customer. The SBU shall distribute copies of CSG’s current escalation process to all Customers and agrees to provide timely updates to reflect any material changes to the escalation process. The SBU will participate in periodic conference calls and meetings with Customer to gain direct feedback on user satisfaction, industry trends and Customers’ short and long term plans.

 

II. Support Services for the Products (excluding Vantage):

 

Product Support Center

 

The customer Product Support Center (PSC) provides Customers with advice, consultation and assistance to use Products and receive Operational and Systems Management Services and diagnose and correct problems, including without limitation any failure of a Product to perform substantially as described in the Documentation for such Product (“Problems”), that Customer may encounter with the Products and Services. CSG will offer the Product Support Center remotely by toll-free telephone, fax or other electronic communication twenty-four hours a day, seven days a week, including holidays. Customer will bear all fax and other expenses that it may incur in connection with the Product Support Center. Every Customer Problem is assigned a tracking number and CSG will assign a priority level to all Problems reported by Customer in accordance with mutually agreed upon prioritization criteria. Problems are resolved according to their assigned priority. CSG may, upon notice to Customer, change a designated priority level of any problem if, after investigation, the impact of the problem on Customer’s business operations is determined to be more or less severe than the initial designation. The terms and conditions set forth in this Schedule H shall also apply to any Deliverables with respect to which a Customer has purchased support and maintenance services from CSG.

 

When contacting the PSC, the caller should be prepared to provide detailed information regarding the problem and the impact on the operation and the end user. In certain situations, Customer will need to provide CSG with adequate examples and details to assist with problem identification. Each problem or question is assigned a tracking number and a priority. The priority is set to correspond with the urgency of the problem. A Customer shall describe the urgency of the problem when it is initially reported. The priority levels are described below:

 

CRITICAL (PRIORITY 1): * ******** **** ** ************* ** ******* **** ** ******** ************* **** **** ********** ******** ** *********** **** ** **********, ******** ********** ***********, ****** * ********** ** *** ******* ** ******* ********** *****, *********, *** *** ******* ** * ****** ******, ************ ** **** ********** ******. * ******** ****** ****** *** ******,******t******** *** ********* *** ** *** ******** ***** ****, *** ************ ******* ******* ** ************* ********, ** *** ****** ** *******. The Customer will receive CSG’s immediate response, prioritized problem resolution and restorative services at the highest possible level. Once control has been regained, efforts are then made to determine the “root cause” of the problem. Considering the nature of the cause, the problem is adjusted to one of the other priorities and processed accordingly. While a Critical (Priority 1) problem exists, the Product Support Center shall provide around-the-clock support until such Customer’s system/network/application is restored to operational status.

 

SERIOUS (PRIORITY 2): * ******* **** ** ************* **** **** ********** ******** ** ***********, **** ** ********** ***********. *** ********** ********************* ****** ** *** **** *** ***** ** ** ****** ****** *** **************. ** *** ******* ********, *** ******* ** *** ******* *** ** **** ****** ******** ******* *** ****** *******. The Product Support Center’s goal is to ensure that control of the system is not jeopardized and to work with such Customer to gather information in order to resolve the issue. While a Serious (Priority 2) problem exists, the Product Support Center shall provide around-the-clock support until such Customer’s system/network/application is restored to operational status.

 

108

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

OPERATIONAL (PRIORITY 3): * ******* **** ** ************ ************* ***** **** *** ***** * ********** ** ********** ******** *** *** ***** ** *********** *********** ** ******** ** *** *****. *** ******* ** ****** *** ********** ********** ***********. *** **** ** ********** ** ******* * ******* *** ** ****** ********** ********** *** *******. * **** *** ** * *** ** *** ********** ********* ***** ******* *** ******. CSG’s Product Support Center goal is to respond within 24 hours.

 

INCONVENIENCE OR INFORMATIONAL (PRIORITY 4): ************* ** *** **** ** *********** ** ***** ********* ** *** ****. *** ******* ** ** ******** ************* ** *** ******** *** ********* ***********. ***** ** ** ******* ****** ** *** *** **** ** *** ******. *** ******* *** ** ******* ** ****** ******** ******, ******** ******** ** *** ********, ** * *********** ********. ***** ** ** ******** ****** ** ****** ******* ** *** ******, *******, *********** ** **** ******* ** **** **** ** *******. CSG’s Product Support Center goal is to respond within (3) business days.

 

Problem start time will begin upon Customer’s notification to CSG of a problem or non-conformance. Problem resolution will occur at such time the problem or non-conformance has been fixed. After such correction of the reported problem or non-conformance, if Customer discovers that the problem still exists, Customer will promptly notify CSG and CSG will re-open the original ticket and re-initiate efforts to provide resolution. Should the Customer wish to check the status of a problem, such Customer may contact the Product Support Center desk representatives or Customer’s SBU. In either case, the Customer should reference the tracking number.

 

During the Term of the Agreement, for each Priority 1 issue that CSG does not resolve within twenty-four (24) hours of problem start time, CSG will provide Customer with on-site user training credits sufficient for five (5) training days, as specified in Schedule F, on the use of the Software or Products at no charge, to be used at Customer’s sole discretion.

 

Reports. At the conclusion of each calendar month, CSG will provide a report to Customer identifying all Priority 1 and Priority 2 tickets that were initiated during that month. Such report will be delivered to Customer no later than the tenth business day following the conclusion of the month for which the report is being produced, and such report will contain the ticket number, open date and time, a brief description of the situation causing the initiation of the ticket and close date and time (or current status if such ticket has not yet been closed).

 

III. CSG Vantage Support Services

 

Standard Support Services for CSG Vantage

 

Customer support of CSG Vantage is provided as part of the Support Services during CSG’s customer service hours for support of questions, functionality, workflow, training, and non-catastrophic software defects. System support of CSG Vantage is provided as part of the Support Services for problems resulting from defects in CSG Vantage.

 

The following services for the then-current and prior version will be provided by CSG as part of the CSG Vantage Support Services:

 

  1. Telephone consultation for trained users for questions and problems regarding CSG Vantage.

 

  2. Up to one (1) hour of telephone consultation for troubleshooting a previously certified hardware/software environment.

 

  3. Attendance at regularly scheduled basic and advanced CSG Vantage training classes offered in Omaha or at a scheduled regional training location, as space permits.

 

  4. Daily updates to the CSG Vantage database.

 

  5. Storage of thirteen (13) months of financial data; Work Order Table storage for two years; Subscriber Table storage dependent upon UDF settings.

 

Optional Services for Vantage:

 

Upon a Customer’s request, and subject to payment of the applicable fee set forth on Schedule F to this Agreement, the following additional services are also available to CSG Vantage Customer:

 

  1. Static Database - 10 CSG month-end loaded tables; one time set-up, monthly load, monthly disk storage.

 

109

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

  2. Monetary Transactions - All system and manually generated monetary transactions; one time set-up, monthly load, monthly disk storage.

 

  3. Scheduling Calendar - A summary of the scheduling calendar updated three times per day; one time set-up, monthly load, monthly disk storage.

 

  4. Query Building - Consulting services for developing new queries.

 

  5. Additional Training - Training beyond training provided in Schedule F.

 

  6. Systems Integration and Support

 

  Certifying non-certified hardware/software environment

 

  Troubleshooting existing hardware/software environment (first hour is free for certified environments)

 

  On-site support as requested by customer

 

  7. Output Charges

 

  8. Earned Revenue Table

 

  9. SAC (Non High Speed Data table)

 

  10. EML

 

  11. Customer Letters

 

  12. ESP Ad Pages

 

IV. CSG SmartLink (Includes CSG Smart-link and CSG Smart-Link/BOS)

 

The following services for CSG SmartLink will be provided by CSG as part of the CSG Support Services:

 

Maintenance Support

 

CSG will only support two (2) consecutive versions of CSG SmartLink at any given time, as such versions are defined by CSG in its sole discretion. Customer shall be required to upgrade its production version of CSG SmartLink, so as to maintain currency within its application and ensure CSG’s ability to support Customer’s version of the interface.

 

Operations Support

 

CSG will be responsible for 24 x 7 monitoring of the server hardware, operating system and applications. CSG will proactively detect issues with any failing component and contact the appropriate support personnel to return the failing component to operation.

 

Customer’s Obligations

 

To facilitate that CSG has the proper operating environment in place to support Customer’s CSG SmartLink, Customer shall provide to CSG, upon CSG’s request, non-binding volume estimates prior to the implementation of their API into production. In addition, Customer shall provide, upon CSG’s request, non-binding volume estimates prior to the first day of each calendar quarter.

 

V. Interfaces. The following services for the Application Program Interfaces (“APIs”) will be provided by CSG as part of the CSG Support Services provided Customer pays the maintenance and support fees for Interfaces set forth in Schedule F or the applicable Statement of Work:

 

  *) ******** *** **** ****** *** (***) ******** ** ******** ** *** ******* *********** ** *** ***** ** *** ******* (****, *** ***** *** ** *** ***** ** *******), ***** **** ****** ** **** ** *******.

 

  *) ******** ***** ** ******* ** ******* ** *** **** ******* ******* ** ** ********* ********* ** *** ******* *** ********** ******* **** ***. ******** ** ******* ** * ***** ******* ** ********* ***** ** ********* *** ************ ** ********* *** ******** ************** **** *****;

 

  *) ******** ***** *** ** ******** ** *** *** ************* ** * ***** ******* ** *** *** ********* ** ***.

 

  *)

*** ******** *** *****, ** *** **********, ** *********** *********** ** ** ************ ********** **** ****** (***) ****** ******* ******* ****** ** ********. *** ***** ******* ******** * **** ** *********** ********** **** *** ** **** ** ***** ** *** ************** ********* (** *** ********* *** ***** *********** *** ******). ******** ******** *** ***** **

 

110

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

 

********* **** *********** ********* ******* *** ********** ******* **** *** ***** ** ********** ** ******* ** *************** ** *** *********. **** ********** *******, *** ***** ******* ************** ** ******* ******** ** ** ********* ******* ** * ******** ********* ***.

 

VI. Customer/SBU Review of Support Services. The Comcast SBU will meet with Customer on a scheduled monthly basis to review CSG’s support services and to gain Customer’s insight and suggestions. This review will include senior level representatives from the SBU, PSC as well as any other individuals necessary to provide any additional information. Senior level representatives from Customer, such as the Contract Administrator or Technical Coordinator, shall be available at this meeting.

 

111

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Schedule I

 

MASTER PREFERRED ESCROW AGREEMENT

 

Master Number                                         

 

This Agreement is effective                     , 20         among Data Securities International, Inc. (“DSI”), CSG Systems, Inc. (“Depositor”) and any additional party signing the Acceptance Form attached to this Agreement (“Preferred Beneficiary”), who collectively may be referred to in this Agreement as “the parties.”

 

A. Depositor and Preferred Beneficiary have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as “the license agreement”).

 

B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

 

C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances.

 

D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of certain proprietary technology materials of Depositor.

 

E. The parties desire this Agreement to be supplementary to the license agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

 

ARTICLE 1 — DEPOSITS

 

1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, including the signing of the Acceptance Form, Depositor shall deliver to DSI the proprietary information and other materials (“deposit materials”) required to be deposited by the license agreement or, if the license agreement does not identify the materials to be deposited with DSI, then such materials will be identified on an Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation with respect to the preparation, signing or delivery of Exhibit A.

 

1.2 Identification of Tangible Media. Prior to the delivery of the deposit materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the deposit materials are written or stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. The Exhibit B must be signed by Depositor and delivered to DSI with the deposit materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the deposit account as required in Section 2.2 below.

 

1.3 Deposit Inspection. When DSI receives the deposit materials and the Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the deposit materials to the item descriptions and quantity listed on the Exhibit B. In addition to the deposit inspection, Preferred Beneficiary may elect to cause a verification of the deposit materials in accordance with Section 1.6 below.

 

1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B to Depositor and Preferred Beneficiary. DSI’s acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed

 

112

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

Exhibit B to Preferred Beneficiary is Preferred Beneficiary’s notice that the deposit materials have been received and accepted by DSI.

 

1.5 Depositor’s Representations. Depositor represents as follows:

 

  a. Depositor lawfully possesses all of the deposit materials deposited with DSI;

 

  b. With respect to all of the deposit materials, Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement;

 

  c. The deposit materials are not subject to any lien or other encumbrance;

 

  d. The deposit materials consist of the proprietary information and other materials identified either in the license agreement or Exhibit A, as the case may be; and

 

  e. The deposit materials are readable and useable in their current form or, if the deposit materials are encrypted, the decryption tools and decryption keys have also been deposited.

 

1.6 Verification. Preferred Beneficiary shall have the right, at Preferred Beneficiary’s expense, to cause a verification of any deposit materials. A verification determines, in different levels of detail, the accuracy, completeness, sufficiency and quality of the deposit materials. If a verification is elected after the deposit materials have been delivered to DSI, then only DSI, or at DSI’s election an independent person or company selected and supervised by DSI, may perform the verification.

 

1.7 Deposit Updates. Unless otherwise provided by the license agreement, Depositor shall update the deposit materials within 60 days of each release of a new version of the product which is subject to the license agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All references in this Agreement to the deposit materials shall include the initial deposit materials and any updates.

 

1.8 Removal of Deposit Materials. The deposit materials may be removed and/or exchanged only on written instructions signed by Depositor and Preferred Beneficiary, or as otherwise provided in this Agreement.

 

ARTICLE 2 — CONFIDENTIALITY AND RECORD KEEPING

 

2.1 Confidentiality.

 

  a. DSI shall maintain the deposit materials in a secure, environmentally safe, locked facility which is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the deposit materials and any other confidential and proprietary information (“Information”) disclosed to DSI in connection with this Agreement.DSI will take all reasonable precautions necessary to safeguard the confidentiality of the Depositor’s Information, including (i) those required under this Section 2.1, (ii) those taken by DSI to protect its own confidential information and (iii) those which the Depositor may reasonably request from time to time and for which the Depositor has agreed to pay DSI’s quoted fees for such requested precaution.

 

  b. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Information. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the deposit materials, DSI will immediately notify the parties to this Agreement. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. (See Section 7.5 below for notices of requested orders.)

 

113

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

  c. The parties acknowledge that Depositor will be irreparably harmed if DSI’s obligations under this Section 2.1 are not specifically enforced and that Depositor would not have an adequate remedy at law in the event of an actual or threatened violation by DSI of its obligations. Therefore, DSI agrees that Depositor shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by DSI, its employees or agents, without the necessity of Depositor showing actual damages or that monetary damages would not afford an adequate remedy.

 

2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a report profiling the account history at least semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

 

2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred Beneficiary shall each have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

 

ARTICLE 3 — GRANT OF RIGHTS TO DSI

 

3.1 Title to Media. Depositor hereby transfers to DSI the title to the media upon which the proprietary information and materials are written or stored. However, this transfer does not include the ownership of the proprietary information and materials contained on the media such as any copyright, trade secret, patent or other intellectual property rights.

 

3.2 Right to Make Copies. DSI shall have the right to make copies of the deposit materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the deposit materials onto any copies made by DSI. With all deposit materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the deposit materials including but not limited to the hardware and/or software needed.

 

3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to transfer deposit materials to Preferred Beneficiary upon any release of the deposit materials for use by Preferred Beneficiary in accordance with Section 4.5. Except upon such a release or as otherwise provided in this Agreement, DSI shall not transfer the deposit materials.

 

ARTICLE 4 — RELEASE OF DEPOSIT

 

4.1 Release Conditions. As used in this Agreement, “Release Conditions” shall mean any condition set forth in the license agreement.

 

4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a Release Condition has occurred, Preferred Beneficiary may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the deposit materials. Upon receipt of such notice, DSI shall provide a copy of the notice to Depositor, by certified mail, return receipt requested, or by commercial express mail.

 

4.3 Contrary Instructions. From the date DSI mails the notice requesting release of the deposit materials, Depositor shall have ten business days to deliver to DSI Contrary Instructions. “Contrary Instructions” shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to Preferred Beneficiary by certified mail, return receipt requested, or by commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to the Dispute Resolution section of this Agreement (Section 7.3). Subject to Section 5.2, DSI will continue to store the deposit materials without release pending (a) joint instructions from Depositor and Preferred Beneficiary; (b) resolution pursuant to the Dispute Resolution provisions; or (c) order of a court.

 

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to release the deposit materials to the Preferred Beneficiary or, if more than one beneficiary is registered to the deposit, to

 

114

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

release a copy of the deposit materials to the Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the release. This Agreement will terminate upon the release of the deposit materials held by DSI.

 

4.5 Right to Use Following Release. Unless otherwise provided in the license agreement, upon release of the deposit materials in accordance with this Article 4, Preferred Beneficiary shall have the right to use the deposit materials for the sole purpose of continuing the benefits afforded to Preferred Beneficiary by the license agreement. Preferred Beneficiary shall be obligated to maintain the confidentiality of the released deposit materials in accordance with its confidentiality obligations under the license agreement and shall not create, write or develop any derivative software or in any way alter or modify the source code of any of the deposit materials

 

ARTICLE 5 — TERM AND TERMINATION

 

5.1 Term of Agreement. The initial term of this Agreement is for a period of one year. Thereafter, this Agreement shall automatically renew from year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; or (b) the Agreement is terminated by DSI for nonpayment in accordance with Section 5.2. If the Acceptance Form has been signed at a date later than this Agreement, the initial term of the Acceptance Form will be for one year with subsequent terms to be adjusted to match the anniversary date of this Agreement. If the deposit materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then prevailing anniversary date of such other escrow arrangements.

 

5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to the parties to this Agreement affected by such delinquency. Any such party shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then at any time thereafter DSI shall have the right to terminate this Agreement to the extent it relates to the delinquent party by sending written notice of termination to such affected parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

 

5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this Agreement by joint instruction of Depositor and each Preferred Beneficiary, DSI shall destroy, return, or otherwise deliver the deposit materials in accordance with such instructions. Upon termination for nonpayment, DSI may, at its sole discretion, destroy the deposit materials or return them to Depositor. DSI shall have no obligation to return or destroy the deposit materials if the deposit materials are subject to another escrow agreement with DSI.

 

5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive:

 

  a. Depositor’s representations (Section 1.5);

 

  b. DSI’s confidentiality obligations (Section 2.1);

 

  c. The rights granted in the sections entitled Right to Transfer Upon Release (Section 3.3) and Right to Use Following Release (Section 4.5), if a release of the deposit materials has occurred prior to termination;

 

  d. The obligation to pay DSI any fees and expenses due;

 

  e. The provisions of Article 7; and

 

  f. Any provisions in this Agreement which specifically state they survive the termination or expiration of this Agreement.

 

115

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ARTICLE 6 — DSI’S FEES

 

6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the party responsible for payment of DSI’s fees at least 90 days prior to any increase in fees. For any service not listed on DSI’s standard fee schedule, DSI will provide a quote prior to rendering the service, if requested.

 

6.2 Payment Terms. DSI shall not be required to perform any service unless the payment for such service and any outstanding balances owed to DSI are paid in full. All other fees are due within 30 days of the date of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. Late fees on past due amounts shall accrue at the rate of one and one-half percent per month (18% per annum) 30 days from the date of the invoice.

 

ARTICLE 7 — LIABILITY AND DISPUTES

 

7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI.

 

7.2 Indemnification. DSI shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this escrow arrangement. Provided DSI has acted in the manner stated in the preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities incurred by DSI relating in any way to this escrow arrangement.

 

7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take place in Omaha, Nebraska, USA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address.

 

7.4 Controlling Law. This Agreement is to be governed and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law provisions.

 

7.5 Notice of Requested Order. If any party intends to obtain an order from the arbitrator or any court of competent jurisdiction which may direct DSI to take, or refrain from taking any action, that party shall:

 

  a. Give DSI at least two business days’ prior notice of the hearing;

 

  b. Include in any such order that, as a precondition to DSI’s obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and

 

  c. Ensure that DSI not be required to deliver the original (as opposed to a copy) of the deposit materials if DSI may need to retain the original in its possession to fulfill any of its other escrow duties.

 

ARTICLE 8 — GENERAL PROVISIONS

 

8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and the Exhibits described herein, embodies the entire understanding between all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and the Acceptance Form need only be signed by the parties identified therein.

 

8.2 Notices. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in the attached Exhibit C and Acceptance Form. It shall be the responsibility of

 

116

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail.

 

8.3 Severability. In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

 

8.4 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change of parties.

 

CSG Systems, Inc.

(“Depositor”)

     

Data Securities International, Inc.

(“DSI”)

By:           By:    
   
         

Name:

         

Name:

   
   
         

Title:

         

Title:

   
   
         

Date:

         

Date:

   
   
         

 

117

 

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES


“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

 

ACCEPTANCE FORM

 

Account Number                                 

 

Comcast Cable Communications Management, LLC hereby (i) acknowledges that it is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement effective                     , 20         with Data Securities International, Inc. as the escrow agent and CSG Systems, Inc. as the Depositor and (ii) agrees to be bound by all provisions of such Agreement.

 

The Depositor, the Preferred Beneficiary and DSI now desire to amend the Escrow Agreement in accordance with the terms and conditions set forth below. If the terms and conditions set forth in this Acceptance Form shall be in conflict with the Escrow Agreement, the terms and conditions of this Acceptance Form shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Acceptance Form, shall have the meaning set forth in the Escrow Agreement. Upon execution of this Acceptance Form by the parties, any subsequent reference to the Escrow Agreement between the parties shall mean the Escrow Agreement as amended by this Acceptance Form. Except as amended by this Acceptance Form, the terms and conditions set forth in the Escrow Agreement shall continue in full force and effect according to their terms.

 

1. The first sentence of Section 1.7 shall be amended to read as follows:

 

Depositor shall update the deposit materials in accordance with Section 12.8 of the license agreement.

 

2. *** ****** *** ***** ** **** *** ******** ***** ** ***** ** *** *** ** *** ***** ******** ** ******* ***.

 

3. Any notices to Preferred Beneficiary should go to:

 

Comcast Cable Communications

Management, LLC

 

1306 Goshen Parkway

Westchester, PA 19380

Tel: ************* Fax: *************

Attn: ** ******, Senior Director

of Information Systems

With a copy similarly addressed to General Counsel

 

 

       

Comcast Cable Communications Management, LLC

            By:    
               
           

Name:

   
               
           

Title:

   
               
           

Date:

   
               

 

Notices and communications should be addressed to:

     

Invoices should be addressed to:

Company Name:

               
   
     

Address:

               
   
     

:

               
   
     
                 
   
     

Designated Contact:

         

Contact:

   
   
         

Telephone: