<PAGE> 1
Exhibit 10.8
AMENDMENT NO. 2
THIS AMENDMENT NO. 2 (the or this "Amendment") is entered into effective as of 1
June 2000, between Corio Corporation ("Customer") and Concentric Network
Corporation ("Concentric").
WHEREAS, Customer and Concentric are parties to an Agreement dated 29
January 1999, as amended by the parties thereto, most recently pursuant to
Amendment No. 1 dated 23 August 1999 ("Amendment 1"). The Agreement dated 29
January 1999, as amended by Amendment 1 is herein referred to as the
"Agreement".
WHEREAS, Customer and Concentric desire to amend the Agreement to, among
other things, revise pricing and do away with any exclusivity obligations of
Customer,
NOW, THEREFORE, in consideration of the mutual covenants and conditions
in this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Services. Section 1.0 of the Agreement, Services, is hereby deleted
in its entirety and replaced by the following new subsections:
Subsection 1.1: "Subject to the terms and condition of this
Agreement, during the term of this Agreement, Concentric will
provide to Customer the goods and services (collectively, the
"Services") as described in the Statement of Work, attached
hereto, as Exhibit B-1."
Subsection 1.2, "Subject to the terms and conditions of this
Agreement and payment of the Option Space fees set forth in
Exhibit A-1, Concentric grants Customer the first right of
refusal to have Concentric convert raw data center space
("Option Space") into Reserve Space (as defined in Section 1.2)
for its sole use and occupancy. During the Term of this
Agreement, at its sole discretion, Customer may determine if and
when it would like Concentric to convert some or all of its
Option Space into Reserve Space. Customer and Concentric agree
that Concentric will not begin to convert the Option Space into
Reserve Space ("Option Space Conversion") unless the order to
begin such conversion is issued by Customer in writing and is
for the build-out in lots of at least 300 square feet each of
Option Space. Concentric agrees, upon receiving such written
notification, to use best commercial efforts to complete the
Option Space Conversion within 120 days. During the time that
the Option Space Conversion is taking place, Customer shall
continue to pay the Option Space fees set forth in Exhibit A-1.
During the term of this Agreement, should Concentric require
such Option Space in order to either (a) fulfill other specific
customer obligations; or, (b) continue to expand customer-ready
space contiguous with other customer-ready space in order to
meet projected business requirements, Concentric must notify
Customer in writing of its intent to offer the Option Space to
another customer. Upon Customer request, Concentric will provide
reasonable justification for such requirement. Customer shall
have 10 days from the date of such notification in which to
exercise its option to have Concentric begin the Option Space
Conversion. If after 10 days, Concentric has not received
written notice from Customer of its desire to begin the Option
Space Conversion, Concentric can terminate Customer's option on
such Option Space, and is free to utilize the space to fulfill
other customer obligations.
Should during the term of this Agreement, Customer release
Concentric from its obligations regarding some or all of its
Option Space, Customer must do so in writing and in contiguous
lots of at least 300 square feet. Upon providing written
notification of such release of Option Space, Customer will no
longer be liable for the Option Space fees for such space as set
forth in Exhibit A-1."
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
Confidential Page 1 of 1
<PAGE> 2
Subsection 1.3, "Upon completing the installation of all of the
following into the hitherto Option Space: i) air conditioning,
ii) commercial power, iii) generator, iv) un-interruptable power
supply, v) power panels and circuits, vi) cage or walls to
secure space, vii) FM 200 fire suppression system and, viii)
security systems; and subject to payment of the Reserve Space
fees set forth in Exhibit A-1 beginning upon completion, such
data center space shall be reserved solely for the use and
occupancy of Customer ("Reserve Space"), and shall not be
offered to other customers. During the Term of this Agreement,
at its sole discretion, Customer may determine if and when it
would like Concentric to convert some or all of its Reserve
Space into Active Space. Customer and Concentric agree that
Concentric will not begin to convert the Reserve Space into
Active Space ("Reserve Space Conversion") unless the order to
begin such conversion is issued by Customer in writing and is
for the build-out of lots of at least 300 square feet of Reserve
Space. Concentric agrees, upon receiving such written
notification, to use best commercial efforts to complete the
Reserve Space Conversion within 30 days. During the time that
the Reserve Space Conversion is taking place, Customer shall
continue to pay the Reserve Space fees set forth in Exhibit A-1.
If, after notifying Concentric in writing of its desire to begin
Option Space Conversion, Customer elects to cancel its planned
usage of some or all of such space, then Customer shall provide
written notice of such cancellation in lots of contiguous space
of at least 300 square feet. If written cancellation is received
by Concentric later than fifteen (15) days from the date
Concentric received written authorization to commence Option
Space Conversion, then Customer agrees, upon such date of
cancellation to pay Concentric and upon receipt of invoice, an
amount equal to [*] Cancellations received less than fifteen
(15) days from the date Concentric receives Customers written
authorization to commence Option Space Conversion shall not be
subject to any cancellation liability. Such cancelled Reserve
Space shall not be designated Option Space and Concentric may
utilize such space for its own requirements, provided, however,
that Concentric, at its sole discretion, may offer such space
back to Customer as Option Space.
Subsection 1.4, "Upon completing the installation of all of the
following into the hitherto Reserve Space (Reserve Space
Conversion): i) network infrastructure, ii) racks that are ready
to accept servers, iii) power hook-ups, iv) other
"plug-and-play" preparations; and subject to payment of the
Active Space fees set forth in Exhibit A-1 beginning upon
completion, such data center space shall be reserved solely for
the use and occupancy of Customer ("Active Space").
If, after notifying Concentric in writing of its desire to begin
Reserve Space Conversion and before such Reserve Space
Conversion is complete, Customer elects to cancel its planned
usage of such space and return such space to Reserve Space
status, then Customer shall provide written notice of such
cancellation in lots of contiguous space of at least 300 square
feet. If such cancellation is received by Concentric fifteen
(15) days or more from the date Concentric receives Customer's
written authorization to commence Reserve Space Conversion,
Customer agrees, upon such date of cancellation to pay
Concentric and upon receipt of invoice, [*} Cancellations
received less than fifteen (15) days from the date Concentric
receives Customers written authorization to commence Reserve
Space Conversion shall not be subject to any cancellation
liability. After the completion of the Reserve Space Conversion,
any cancellation of the Active Space shall be subject to the
terms of the Agreement, provided however, that the Active Space
must be used or billed as Active Space for a minimum of four (4)
months without incurring any cancellation fees if Customer
elects to downgrade such Active Space to Reserve Space."
Confidential Page 2 of 2
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 3
Subsection 1.5, "All space occupied by Customer as of the
execution date of this Amendment shall be classified as Active
Space. Customer's authorization to Concentric to create Option
Space, to commence either Option Space Conversion or Reserve
Space Conversion, or the cancellation of Option Space Conversion
or Reserve Space Conversion, shall be effected by the issuance
of a duly signed Order Form. Such Order Form shall specify the
quantity and location of such space so affected." Billing
reflective of any change in the status of space shall be
effective on the date Concentric receives Customer's
authorization regarding such space.
Subsection 1.6, "Billing, reflective of the status of space,
shall be effective as follows:
- Upgrading space
- For Concentric raw space converted to Option Space,
billing commences on receipt of Customer's written
authorization.
- For conversion of Option Space to Reserve Space, or
Reserve Space to Active Space, and upon completion of
the conversion, appropriate billing commences on the
sooner of (a) Customer's written acceptance of the
space, or (b) five (5) days after Concentric's written
notice to Customer of conversion completion.
- Downgrading space
- If Customer elects to reduce Active Space, in lots of
contiguous space of at least 300 square feet, then such
space shall revert to Reserve Space, and appropriate
billing shall commence upon the completed vacating of
such space.
- For cancellation of either Option Space Conversion or
Reserve Space Conversion, the appropriate billing would
commence on the date Concentric receives Customer's
written authorization of such cancellation.
- For cancellation of Option Space initiated by Customer,
the billing of such space will cease upon written
receipt by Concentric of such cancellation. If
cancellation of Option Space occurs as a result of
Customer's election not to exercise its right of first
refusal, then billing for such space shall cease on the
earlier of (a) the date Concentric receives Customer's
written notice of its election not to exercise it's
right of first refusal, or, (b) ten (10) days after
Customer receives Concentric's request for such space.
Subsection 1.7, "To the extent that Customer has non-contiguous
Active Space (that is, Active Space not contiguous with other
Active, Reserve, or Option Space), Customer may relocate its
servers located in such non-contiguous Active Space to other
contiguous Active Space (that is, Active Space contiguous with
other Active, Reserve, or Option Space). Such relocation of
servers shall be accomplished in accordance with Concentric
guidelines and Concentric schedule restrictions, as well as with
Concentric supervision. If Concentric is asked to relocate the
servers, such efforts will be on a time and material basis. When
the non-contiguous Active Space has been completely vacated,
such space shall revert to Concentric space, and billing to the
Customer shall reflect such reversion.
Subsection 1.8, "From the date of this Amendment to the end of
the year 2000, Customer shall grant Concentric the right to
participate in any bid for Compaq servers or Cisco networking
equipment required for Customer's utilization of the Space
provided that Customer shall have no obligation whatsoever to
use Concentric for the provision of these products."
Confidential Page 3 of 3
<PAGE> 4
2. Payment and Invoices. The second to last sentence of Section 3 of
Amendment 1 is hereby amended to read in its entirety as follows:
"In addition, the parties agree, on a semi-annual basis, to
discuss pricing to insure such pricing is competitive in the
market."
All other provisions of that Section 3 shall remain the same.
3. Commitment. A new section 2.4 is hereby added to the Agreement, as
follows:
"In consideration for the elimination of the exclusivity clause
in Section 1.0 of the Agreement, Customer agrees to pay to
Concentric [*] between May 1, 2000 and the end of
calendar year 2002, with payments, after considering for any
credits (explained below), to total at least the following per
period:
- "Period 1" -- May 1, 2000 - December 31, 2000 - [*]
- "Period 2" -- January 1, 2001 - December 31, 2001 - [*]
- "Period 3" -- January 1, 2002 - December 31, 2002 - [*]
Pursuant to Section 3 regarding price adjustments, if Concentric
lowers its fees in general to Customer for the Services provided
herein, then the parties agree to discuss, in good faith, the
affect of such changes on Customer's revenue commitment set
forth above, for the purpose of possible adjustments to such
commitments.
For purpose of clarification, for any of the above three
periods, if Customer's payments to Concentric (including (a) in
the payments for Period 2, any amounts paid to Concentric in
Period 1 above the minimum listed above for Period 1 and (b) in
the payments for Period 3, any amounts paid to Concentric in
Periods 1 and 2 above the minimums listed above for Periods 1
and 2) (including for the appropriate period the payments
described in the immediately preceding parenthetical, the
"Period Payments"), meet or exceed the minimum committed amount
listed above, then Customer shall have no payment obligation to
Concentric pursuant to its minimum commitment obligations under
this Section 2.4. For any of the above three periods, if any
Period Payment is less than the committed amount listed above,
Customer shall pay Concentric such shortfall within 30 after
receipt of an invoice for such shortfall."
4. Term. Section 6.1, Term, is deleted in its entirety and replaced
with the following revised section:
"The term of this Agreement will commence on the Effective Date
and continue through the end of calendar year 2002. Upon written
notice thirty (30) days or more prior to the expiration of the
term, the parties may mutually agree upon terms for any renewal
term of this Agreement."
5. Termination. Section 6.3(a), which was deleted in Amendment 1, is
re-instated and modified in its entirety by the following revision:
"If this Agreement is terminated prior to the expiration of the
term set forth herein either by Customer for its convenience or
by Concentric for Customer's material breach of this Agreement,
Customer will be liable for and pay Concentric any remaining
balance of the revenue commitment set forth in section 2.4.
6. Marketing and Promotion. Subsection 7.2, as added in Amendment 1, is
deleted in its entirety.
Confidential Page 4 of 4
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 5
7. Service Level Agreement. A new subsection, 8.1(i), providing a
network availability metric for co-located Customer servers, is
added to the Agreement as follows:
`8.1(i)"8.1(i)Access disruption to the Customer environment
triggered by service issues on Concentric-provided
infrastructure will be considered unplanned downtime.
Concentric-provided infrastructure includes such services as
electrical power, network connectivity to the Internet exclusive
of Customer's end users' Internet connectivity if not purchased
from Concentric, and cross-connects between Customer-owned
routers and other service providers network line of demarcation
in the data center. If unplanned downtime in any calendar month
exceeds 130 minutes per month for Customer, (exclusive of (i)
scheduled maintenance windows, (ii) customer enabled faults, and
(iii) force majuere events), Concentric will credit to
Customer's account [*] of such month's fees for Server
Management, Data Center Facilities, and Cross Connects, as set
forth in an Order Form. This Section sets forth Customer's sole
and exclusive remedy and Concentric's entire liability for any
failure of the access to Customer's routers and servers.
Concentric-provided infrastructure does not include third-party
network transport services and Customer-owned network
equipment."
7. Pricing. Exhibit A, Pricing, is deleted in its entirety and replaced
with the revised Exhibit A-1, attached hereto. Exhibit A-1 pricing
shall be effective 1 May 2000.
8. Statement of Work. Exhibit B, Statement of Work, is deleted in its
entirety and replaced with the revised Exhibit B-1, attached hereto.
9. Press Release. The parties agree that, subject to Customer's
reasonable interpretation of its securities law requirements and
subject to the parties agreeing that a press release is useful to
disclose noteworthy information, the parties will jointly issue a
mutually agreed upon press release announcing the relationship
between the parties reflective of this Amendment at a time
reasonably acceptable to both parties.
10. Defined Terms. All capitalized terms herein, not otherwise defined
herein, shall have the meanings ascribed to them in the Agreement.
11. Ratification and Affirmation. The Agreement, as modified by the
express terms of this Amendment, is hereby ratified and affirmed by
Customer and Concentric, and shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective
as of the date first above written.
CORIO CORPORATION ("CUSTOMER") CONCENTRIC NETWORK CORPORATION
("CONCENTRIC")
By:______________________________ By:_______________________________
Name:____________________________ Name:_____________________________
Title:___________________________ Title:____________________________
Date:____________________________ Date:_____________________________
Confidential Page 5 of 5
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 6
EXHIBIT A-1
PRICING
POINT TO POINT CONNECTION TO DATA CENTER
<TABLE>
<CAPTION>
--------------------------------------- ------------ ----------------------
SERVICE SETUP MONTHLY
--------------------------------------- ------------ ----------------------
<S> <C> <C>
Cross Connection [*] [*]
--------------------------------------- ------------ ----------------------
</TABLE>
BACK-UP TAPES (AS DESCRIBED IN EXHIBIT B)
<TABLE>
<CAPTION>
---------------------------------------------------- ----------------------
PRODUCT PRICE
---------------------------------------------------- ----------------------
<S> <C>
Back-up tape [*]
---------------------------------------------------- ----------------------
</TABLE>
CORIO PER SERVER HOSTING SERVICE
<TABLE>
<CAPTION>
---------------------------------------------------- ------------------
IF TOTAL NUMBER OF SERVERS HOSTED IS ...THEN UNIT PRICE
PER MONTH PER SERVER
FOR ALL SERVERS IS...
---------------------------------------------------- ------------------
<S> <C>
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
[*] [*]
---------------------------------------------------- ------------------
</TABLE>
PER SERVER PER MONTH CHARGE INCLUDES THE FOLLOWING:
1. OPERATIONS DESK
1.1. 24x7 monitoring via NetConsole and Micromuse alarm system, or
current Concentric monitoring system.
1.1.1. Servers status (e.g., Ops Desk alerting San Jose data
center of server needing reboot)
1.1.2. LAN equipment status (i.e., monitoring SNMP traps for
Corio's Cisco equipment)
1.2. 24x7 telephone support for opening trouble tickets and new
service requests and relaying to Data Center sys admin.
Confidential Page 6 of 6
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 7
2. DATA CENTER
2.1. Tape management services
2.1.1. Tape swapping per Corio's schedule, once a week
2.1.2. Labeling tapes
2.1.3. On-site storage of tapes until taken off-site
2.1.4. Preparation of tapes for off site storage
2.1.5. Pulling of customer's tape
2.1.6. Following Corio recovery instructions
2.1.7. Put the tape into the drive for data restoration by
Corio
2.2. Audits of installed servers/Ongoing inventory management
2.3. Remote Hands 1000/2000 on-demand support:
2.3.1. Trouble shooting connectivity (ping or trace route)
2.3.2. Pushing a button
2.3.3. Switching a toggle
2.3.4. Setting an external dip switch
2.3.5. Power cycling (turning on and off) equipment
2.3.6. Securing existing physical connections (for example;
cabling)
2.3.7. Observing, describing or reporting on indicator lights
or display information on machines or consoles
2.3.8. Basic observation and reporting on local environment
within Concentric's premises
2.3.9. Add pre-paid additional IP addresses as needed into
monitoring
INSTALLATION SERVICE
<TABLE>
<CAPTION>
---------------------------------------------------- ----------------------
SERVICE MONTHLY
---------------------------------------------------- ----------------------
<S> <C>
Basic Server Installation [*]
---------------------------------------------------- ----------------------
---------------------------------------------------- ----------------------
Advanced Server Installation [*]
---------------------------------------------------- ----------------------
---------------------------------------------------- ----------------------
Custom Server Installation [*]
---------------------------------------------------- ----------------------
</TABLE>
1. BASIC SERVER INSTALLATION - INCLUDES THE FOLLOWING:
1.1. Only covers inventory management, DOA testing, RAS setup,
monitoring setup, rack install, and network connection
1.2. Hardware pre-built and has standard OS configuration loaded on
the server
1.3. Provisioning department follows pre-established instructions for
loading NT or loading Unix disk image
2. ADVANCED SERVER INSTALLATION - INCLUDES THE FOLLOWING:
Covers all elements of non-standard build, except that Provisioning
department (instead of sys admin.) follow pre-established instructions
for server hardware build and OS build.
3. CUSTOM SERVER INSTALLATION - INCLUDE THE FOLLOWING:
3.1. Does not have pre-established instructions for server and
hardware builds.
3.2. Inventory mgmt (receipt of equipment, check against packing
slip, asset tagging, input into a Corio-specific inventory log,
e-mail notification to Corio of arrivals and outstanding orders)
3.3. Testing for dead-on-arrival server status
Confidential Page 7 of 7
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 8
3.4. Server builds (assemble drives, CPUs,) by sys admin. (without
established build instructions).
3.5. Loading of Unix disk image or Loading of NT OS plus setup of
IP's and DNS by sys admin. (without established build
instructions)
3.6. RAS setup for Corio's Remote Access to Server
3.7. Monitoring setup (IP's entered into Concentric's monitoring
system for ping and failure notification)
3.8. Rack installation
3.9. Network Connection
4.0 RETURN MATERIAL AUTHORIZATION (RMA) For Customer equipment that cannot be
initially installed for technical reasons, Concentric will package and ship the
equipment back to the appropriate equipment vendor or supplier for repair or
replacement. Customer shall be responsible for the material and shipping costs
associated with the shipment of such equipment.
INSTALLATION SERVICE SUMMARY TABLE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
CUSTOM ADVANCED BASIC
--------------------------------------------------------------------------
<S> <C> <C> <C>
WORK GROUP ASSIGNED Sys Admin. Provisioning Provisioning
--------------------------------------------------------------------------
BUILD INSTRUCTIONS No Yes Yes
--------------------------------------------------------------------------
SERVICES
--------------------------------------------------------------------------
INVENTORY MGMT X X X
--------------------------------------------------------------------------
TESTING FOR DOA X X X
--------------------------------------------------------------------------
SERVER HARDWARE X X
BUILDS
--------------------------------------------------------------------------
OS BUILDS X X
--------------------------------------------------------------------------
RAS SETUP X X X
--------------------------------------------------------------------------
MONITORING SETUP X X X
--------------------------------------------------------------------------
RACK INSTALLATION X X X
--------------------------------------------------------------------------
NETWORK CONNECTIONS X X X
--------------------------------------------------------------------------
</TABLE>
CUSTOM CONCENTRIC AIP SERVICES
<TABLE>
<CAPTION>
---------------------------------------------------- ----------------------
SERVICE MONTHLY
---------------------------------------------------- ----------------------
<S> <C>
Custom Concentric AIP [*]
---------------------------------------------------- ----------------------
</TABLE>
CUSTOM CONCENTRIC AIP SERVICES INCLUDES THE FOLLOWING:
1. Project Management resources
2. Regular operations review meetings
3. Customized reports
3.1. Monthly SLA reports for Concentric EVPN services
3.2. Weekly activity reports
3.3. Inventory reports
Confidential Page 8 of 8
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 9
OTHER SUPPORT OPTIONAL SERVICES
<TABLE>
<CAPTION>
---------------------------------------------------- ----------------------
SERVICE PRICE
---------------------------------------------------- ----------------------
<S> <C>
Remote Hands 3000 - Time and Materials basis, 1 hr
min. [*]
---------------------------------------------------- ----------------------
Prepaid Packages of Remote Hands 3000:
---------------------------------------------------- ----------------------
20 hours/month - [*] [*]
---------------------------------------------------- ----------------------
40 hours/month - [*] [*]
---------------------------------------------------- ----------------------
</TABLE>
EXAMPLES OF OPTIONAL SUPPORT SERVICES AVAILABLE VIA REMOTE HANDS 3000 INCLUDE
THE FOLLOWING:
1. Hardware changes after installation
2. Loading OS service packs and hot fixes
3. Custom LAN equipment installation (Cisco gear installed inside Corio's cage
4. Consultation services: equipment configuration, network design, and server
architecture.
DATA CENTER SPACE
<TABLE>
<CAPTION>
---------------------------------------------------- ----------------------
SERVICE MONTHLY
---------------------------------------------------- ----------------------
<S> <C>
Option Space [*]
---------------------------------------------------- ----------------------
Reserve Space [*]
---------------------------------------------------- ----------------------
Active Space [*]
---------------------------------------------------- ----------------------
</TABLE>
BURSTABLE BANDWIDTH
BURSTABLE BANDWIDTH DESCRIPTION
Usage Based Pricing - 95th Percentile
1. Concentric takes 12 samples an hour X 24 hours a day X 365 days in a
year divided by 12 months = 8760 samples per month.
2. The 95th percentile is computed based on the actual number of 5-minute
samples that went above the committed bandwidth rate of 10Mb. For
example: If he was peaking for 20 hours during the month, we would take
240 samples (12 samples an hour X 20 hours) and the top 5% (12 samples)
would be discarded.
3. The pre-established peak price for any bandwidth above the committed
rate is divided by the number of samples taken each month.
[*]
SEE PRICING TABLE BELOW.
Confidential Page 9 of 9
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 10
MONTHLY RECURRING CHARGES: CO-LOCATION BANDWIDTH FOR INTERNET ACCESS
NOT ACCESS TO CONCENTRIC DAF LINES.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
MINIBURST COMMITTED MEGABURST LIST PRICE TOTAL BURSTABLE TOTAL
RANGE(1) RATE RANGE 3 YEAR TERM MONTHLY BANDWIDTH BASED ON
BANDWIDTH(2) PRICE/Mbps PRICE PRICE/Mbps 95% USAGE
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
[*] [*] ** SEE BELOW [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
----------------------- -----------------------------------------------
[*] [*] [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
[*] [*] NA [*] [*] [*]
------------------------------------------------------------------------------------
</TABLE>
** MegaBurst is available only for orders with Committed Rate bandwidth of
10Mbps and above. The MegaBurst $/Mbps is = the Burst Bandwidth pricing for
the Committed Rate [*]
----------
1 Number of megabits per second of bandwidth used over Committed Rate bandwidth
2 Number of megabits per second of Committed Rate bandwidth
Confidential Page 10 of 10
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE> 11
EXHIBIT B-1
REVISED STATEMENT OF WORK
CUSTOM MANAGED SERVER AND NETWORK SERVICES
In accordance with the specifications & requirements provided in this exhibit,
Concentric will be a networking and hosting partner for Customer. Concentric
will manage a Customer specific hosting environment and provide various forms of
data connectivity to the hosted environment. Concentric will manage Customer
servers and provide Customer specific reports on server, bandwidth, tape backup
and assets. Concentric will also manage the complete data backup procedures. The
Concentric support center will provide helpdesk to helpdesk incident
identification, escalation and management of server and network events.
1. SECTION ONE: MANAGED SERVER SERVICES
1.1. Customer provided components:
1.1.1 Hardware Environment Definition:
1.2.1.1 Products from Cisco Systems, SUN Microsystems, Compaq
Computer Corporation, Dell, EMC, ADIC and Network
Appliances are and other potential Customer suppliers
will make up the Customer hosted environment.
1.2.1.2 Customer's customer production equipment may or may not
have pre-built hardware or OS configuration. Prices for
server installation will vary depending upon level of
server build upon arrival at Concentric. Customer will
pay server install fees in accordance with Exhibit A-1
of this Amendment.
1.2.1.3 Customer will supply tape backup equipment for a
dedicated backup solution for the Customer hosted
environment. Additionally, backup services can be
requested of and delivered by Concentric if required to
augment Customer specific solutions.
1.2.1.4 Customer can purchase server hardware from Concentric if
desired. Discounts will be per agreements at time of
purchase through purchase order processes. A standard
purchase agreement can be developed if desired by
Customer.
1.1.2 Application and database level software licenses (e.g., PeopleSoft,
SAP, BroadVision, SQL server, Oracle database server, mail server,
FTP server, etc.).
1.1.3 Operating System software licenses and OS patches licenses. Customer
shall manage and install all patches and OS licenses otherwise not
provided for as part of the Concentric Installation Service
described in Exhibit A-1.
1.1.4 Customer will provide management of all access lists on the router
gateway to and from the co-located service. This includes the
routers and switches associated with defining the data path of all
Customer's customers. This means that Customer will construct all
changes to the access lists for each customer site and each internal
VLAN. Concentric may augment Customer's efforts here on T&M basis
according to pricing included in Exhibit A-1.
1.1.5 Management software to remotely monitor network servers, network
devices and applications running in the Customer hosted environment.
Concentric can develop monitoring system feeds to Customer on a Time
and Materials basis. Customer can provide a software environment
where those feeds are assembled and reported.
1.1.6 Standard, repeatable instructions for server hardware and OS builds
as required by Concentric to provide Installation Services described
in Exhibit A-1.
1.1.7 Installation of Custom LAN equipment (Cisco gear installed inside
cages) unless contracted to Concentric. Installation, if so
contracted, will be done on a T & M basis per Exhibit A-1.
1.1.8 Best effort forecasting of quarterly growth on a 12-month basis, for
capacity planning.
1.1.9 Capacity planning monthly to ensure adequate space is reserved for
Customer and those facilities are planned and built in a controlled
manner.
1.1.10 Quarterly updates of individuals with contact information to be
contacted according to escalation procedures when necessary.
Confidential Page 11 of 11
<PAGE> 12
1.2. Concentric provided components:
1.2.1 Hardware and associated services.
1.2.1.1 Concentric will support the following hardware vendors:
Cisco Systems, SUN Microsystems, Compaq Computer
Corporation and Dell, Support for EMC, Network Appliance
and ADIC will be for tape services only as defined in
Exhibit A-1. Concentric is open to supporting additional
vendors as necessary to support Customer's developing
requirements.
1.2.1.2 Reserve Space as required by Customer per request. Data
center facility space to be billed in accordance with
Exhibit A-1.
1.2.1.3 Option Space Conversion and Reserve Space Conversion
services as required by Customer (as described in the
body of Amendment Two).
1.2.1.4 Concentric may sell to Customer, only upon receipt of
written purchase order from Customer, routers, switches
and associated cabling for incoming network connections
both from Concentric and alternate service providers as
needed.
1.2.1.5 Firewall and encryption boxes plus configuration and
management of these services can be supplied by
Concentric if required by Customer.
1.2.1.6 Access to the Data Center by Customer staff as necessary
1.2.1.6.1. Access list to be maintained by Customer
Operation Management
1.2.1.6.2. Access is to be enforced by Concentric
Operations and security staff
1.2.1.6.3. Updates to the access lists are to be
submitted to Concentric Operations by
Customer Operation Management
1.2.1.7 Customer, if it chooses, can purchase back-up tape media
from Concentric according to the fees set forth in
Exhibit A-1.
1.2.2 Network monitoring of all co-located devices.
1.3. During the term of the Agreement, Concentric shall use Customer tape
back-up system based on Legato or Veritas software to be procured by
Customer.
1.4. Concentric shall use HP Open View, Netconsole and Micromuse Software
for the retrieval of data to facilitate monitoring of the co-located
server environment as well as end users CPE. The service provided by
the use of this software allows for Concentric to send a simple "ping"
to a port of a Co-located machine and report the status of that machine
to a log where it can then be fed to. Customer's BMC software. This can
allow Concentric to determine the status of the machines and escalate
to Customer if there is a non-response. A "view" into the status of the
above mentioned devices can be provided to Customer. Price will be
determined on a Time and Material basis per Exhibit A-1.
1.5. Server Staging and Installation Services:
1.5.1 Customer may purchase one of the three Installation Services
described in Exhibit A-1 for any or all servers to be
co-located at Concentric, whether servers are procured by
Concentric for Customer, or procured by Customer and
drop-shipped to Concentric. Prior to beginning to provide any
such installation, Customer shall provide written notification
(email acceptable) to Concentric of which Installation Service
to perform (Basic, Advanced or Custom) for each individual
server to be hosted.
1.5.2 If Customer provides a master, Concentric can auto install a
base image of software/operating systems.
1.5.3 As part of all three levels of Installation Services,
Concentric shall use an asset management system to distinguish
between and manage Concentric and Customer hardware.
Components of this part of Concentric's Installation Services
include:
1.2.1.1 Tagging
1.2.1.2 Tracking
1.2.1.3 Update reports provided either via email or an updated
web site.
1.6. Concentric will provide Customer "on demand" Remote Hands 1000 and
Remote Hands 2000 professional services to support Customer as part of
the Managed Server Services.
Confidential Page 12 of 12
<PAGE> 13
2. SECTION TWO: NETWORK SERVICE
Concentric Provided Components:
2.1. Network design specification and diagram of proposed LAN, WAN and
VPN components to be provided by Concentric on Time & Materials
basis according to pricing included in Exhibit A-1. Customer and
Concentric Network to jointly develop the final versions of the
network design specification and diagram once the overall concepts
are agreed upon.
2.2. Cross Connections of Customer's customer dedicated access from
alternate network service providers into the Customer custom
co-location server environment. Components of this service include:
2.2.1 Acceptance of the alternate provider demarcation in the
Concentric Network Telco room and patching of that line into
the Customer designated LAN and server port.
2.2.2 Monitoring of the cross connected patch panels and cables.
2.3. Concentric Dedicated Access Facilities service to Customer for
access to the Customer colocated server environment.
2.4. Installation of the Customer's custom router environment on Time &
Materials basis according to pricing included in Exhibit A-1.
2.5. Monitoring of the Customer's custom router environment as referenced
in section A-1. Concentric will not be responsible for managing the
actual access lists.
2.6. Security Services:
2.6.1 Firewall configuration, installation, monitoring and
management to be provided if required.
2.6.2 VPNet Encryption configuration, installation, monitoring and
management for both the co-location environment and for
customer sites (CNC DAF and alternate provider sites) if
required.
3. SECTION THREE SUPPORT SERVICE. Concentric can monitor customer premise sites
for Concentric Dedicated Access Circuits if required. Pricing will be made
available upon request.
Parties will mutually agree upon Customer-specific support response and
escalation procedures to address all of the following components, with
varying levels of escalation regarding detected outages of Customer servers
(all escalation notification to be provided to Customer, Customer to then
escalate to their customers if needed). In the event
3.1. Notification to include:
3.1.1 Infrastructure outages
3.1.2 Implementation server outages
3.1.3 Customer's customer production server outages (of the highest
priority)
3.1.4 Customer premise outages
3.2. Reporting on bandwidth usage, backup usage and status, outages and
errors. Reports can include:
3.2.1 MRTG online report tool for bandwidth usage out of the
co-location facility
3.2.2 Micromuse reports and logs
A " Read Only " view into Open View of the Customer servers
can be provided based on a Time and Material basis per Exhibit
A-1. stricken from the contract.
3.3. Operations Desk support service
3.3.1 Concentric to provide help desk to help desk escalation of
problems to the first tier Customer support staff for
escalation to Customer's customers and vice versa. Ops desk
would be the mouthpiece and trouble ticket contact for both
co-location and DAF escalation services.
3.3.2 Maintenance policies to be defined to Customer and any
possible customer effecting maintenance service notifications
to be provided proactively to Customer.
3.4 Network Operations Center support services.
3.4.1 Concentric can provide direct access (read only) to systems
monitoring tools for their co location and end customer sites
on a Time and Materials basis per Exhibit A-1.
3.4.2 Concentric to provide monitoring down to the customer premise
router for all Concentric Provided DAF circuits to Customer's
customers.
3.4.3 Concentric to provide dedicated contacts for access into the
trouble ticket tracking system for the Customer systems in the
Concentric Escalation Procedures.
Confidential Page 13 of 13
<PAGE> 14
3.5 Remote Hands Services - Concentric will provide "On Demand"
professional services to support Customer's infrastructure. Remote
Hands 1000/2000 services provided under the monthly managed server
fees will be available 7x24, 365 days per year. Concentric and
Customer will work out mutually agreeable response times for Remote
Hands Services and include in the Concentric Escalations procedure.
Confidential Page 14 of 14
