General Agreement - 范本

0 人赞同了该文章

 

AT&T

General Agreement for the Procurement of

Data Processing Equipment, Services and Supplies,

The License of Software, Between

Clarent Corporation

and

AT&T Corp.

 

 

Agreement made September 17, 1998, by and between Clarent Corporation, ("Supplier") a California corporation, having a place of business at 8 50 Chesapeake Drive, Redwood City, CA 94063 and AT&T Corp. ("AT&T Corp."), a New York corporation, having a place of business at 10 Independence Blvd. Warren, New Jersey, to facilitate the anticipated future procurement of Data Processing Equipment, the license of Software, and the purchase of Maintenance Services and Materials.

On the basis of Supplier's representations and in reliance upon Supplier's expertise in analyzing, designing and providing Internet Protocol (IP) Telephony, (defined as the conversion of true speech to TCPIP packet technology for transport and then back to true speech; hardware and/or software appropriate for the routing and transport of such packets) transport, and related services for Company's applications, the parties agree as follows:

 

全文目录如下:

详细内容见附件

 

Article I
 Definitions Applicable  To The Entire Agreement

DEFINITIONS

Article II  
Provisions Applicable To Purchase of Equipment And Materials

DEFINITIONS

CONTENTS OF ORDER

EQUIPMENT MODIFICATION

OPERATING SYSTEM SOFTWARE

PRICE ADJUSTMENT

RETURN OF EQUIPMENT

RETURN OF MATERIALS

RISK OF LOSS

SITE PREPARATION AND INSTALLATION

STANDARD OF PERFORMANCE AND ACCEPTANCE OF EQUIPMENT

TITLE

TRAINING AND TECHNICAL SERVICE

WARRANTY

Article III
 Provisions Applicable to License of Software

DEFINITIONS

LICENSE GRANT

CONTENTS OF ORDER

ENHANCEMENTS AND MAINTENANCE

INTELLECTUAL PROPERTY RIGHTS

MODIFICATIONS

REDESIGNATION OR TRANSFER OF DESIGNATED SITE OR COMPUTER

REMOTE ACCESS

RISK OF LOSS

SOFTWARE AND PROGRAMMING AIDS

SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION

STANDARD OF PERFORMANCE AND ACCEPTANCE OF SOFTWARE

TRAINING AND TECHNICAL SERVICE

WARRANTY

Article IV
 Provisions Applicable To Maintenance Services for Equipment

DEFINITIONS

MAINTENANCE SERVICES

CONTENTS OF MAINTENANCE ORDER

AUDIT

BREAKAGE, DISAPPEARANCE AND CONDITION

CONTINGENCY

ELIGIBILITY FOR MAINTENANCE SERVICES

ENGINEERING CHANGES

IDENTIFICATION CREDENTIALS

MAINTENANCE CHARGE CHANGES

MAINTENANCE CREDIT

MAINTENANCE FACILITIES

TYPE OF MAINTENANCE SERVICES

TECHNICAL INFORMATION, SOFTWARE AND PROGRAMMING AIDS

TITLE

TRAINING AND TECHNICAL SERVICE

WARRANTY

Article V  
General Provisions Applicable To Entire Agreement

ORDERING COMPANIES

SCOPE OF AGREEMENT

EFFECTIVE DATE AND DURATION OF AGREEMENT

ORDER

ASSIGNMENT BY COMPANY

ASSIGNMENT AND SUBCONTRACTING

CFC PACKAGING

CHANGE

CHOICE OF LAW

CLAUSE HEADINGS

CLEAN-UP

COMPLIANCE WITH LAWS

DEFAULT

EMERGENCY

FORCE MAJEURE

FUTURE IMPROVEMENTS AND BENEFITS

GOVERNMENT CONTRACT PROVISIONS

HARMONY

HEAVY METALS IN PACKAGING

IDENTIFICATION

IMP LEADER

INDEMNITY

INFRINGEMENT

INSURANCE

INVOICES AND TERMS OF PAYMENT

MEDIATION

NON-EXCLUSIVE MARKET RIGHTS

NOTICES

PUBLICITY

ORDER TERMINATION

OZONE DEPLETING SUBSTANCES

QUARTERLY REPORTS

RELEASES VOID

RIGHT OF ENTRY AND PLANT RULES

SEVER ABILITY

SHIPPING

STANDARDS

SUPPLIER'S INFORMATION

SURVIVAL OF OBLIGATIONS

TAXES

TIMELY PERFORMANCE

TOOLS AND EQUIPMENT

USE OF INFORMATION

VARIATION OF QUANTITY

WAIVER

WORK DONE BY OTHERS

ENTIRE AGREEMENT

 

 

Attachment A Pricing

Attachment B Worldwide Clarent Care Premium Support Offerings

Attachment C Escrow Agreement

Attachment D Acceptance Test Process

Attachment E Site Preparation Specifications

Attachment F Site Specific Term Sheet

 

APPENDIX A: Definitions

APPENDIX B: Premium Support Schedule

APPENDIX C: Copy of the North American Support Contract Definitions, Premium Support Plan Provisions

 

Article I 
Definitions Applicable To 
The Entire Agreement

 

DEFINITIONS

The definitions of this Article, which are set forth below, apply to all the Articles of this Agreement:

Acceptance Test Process or ATP means the process by which Supplier will test the System (s)'compliance with the Specifications and is set out on Attachment D.

Associated Entity means a corporation, partnership or venture, a majority of whose voting stock or ownership interest is owned directly or indirectly by AT&T Corp.

Company means AT&T Corp. or an Associated Entity which enters into or issues an Order under this Agreement.

Customer means someone who obtains the System through AT&T and is a user of that System under a License from the Supplier.

Equipment means Internet Protocol Telephony and similar equipment, and also includes options, accessories and attachments for additional Supplier's equipment. Equipment includes as a component thereof any Media fixedly embedded therein in that it is not normally replaced except for maintenance and repair. Equipment may include in its meaning, depending upon context, a system or systems consisting of tangible Equipment and intangible Software.

Identification means any copy or semblance of any trade name, trademark, service mark, insignia, symbol, logo, or any other product, service, or organization designation, or any specification or drawing of AT&T Corp. or an Associated Entity, or evidence of inspection by or for any of them.

附件:

1.
General Agreement for the Procurement of Data Processing Equipment, Services and Supplies, the License of Software - Clarent Corp. and AT&T.docx 下载
发布于 2021-12-01 16:40:26
还没有评论
    旗渡客服