IBM Switzerland Ltd Statement of Work IBM Software Support Services IBM Managed Maintenance Solution for Cisco Software Version: November 2017 1. Subject Within the scope of IBM Software Support Services Managed Maintenance Solution ("MMS") for Cisco Software (hereafter called "Service"), IBM will provide remote support for the Eligible Cisco Programs and, additionally, upgrades for the selected programs ("Major Releases"). The Eligible Cisco Programs will be specified on the relevant schedule by product number, installation site, the Service Support Level and the period for which the Client contracted the service. The Eligible Cisco Programs relating to the Managed Maintenance Solution Service may include the following software to be provided by Cisco, as specified below. Depending on the services selected by the Client, this service may be provided for some of the software products listed below, or for all software products, i. e. Cisco Contact Center Business Unit (CCBU), including the software for the following product lines: Cisco Intelligent Contact Management (ICM) and Cisco Customer Interaction Suite and software identified by Cisco as "CCBU Software"; Cisco Internet Protocol Contact Center Group, including the software for the following product lines: Cisco ICD and Cisco IVR; software for which support services will only be provided by qualified integrators in relation to the ATP Program (Advanced Technology Provider), or for which Cisco will provide specialization programs. The services described below will be provided based on the contractual terms and conditions specified in the Order Form. 2. Definitions In this Statement of Work (SOW), the following terms have the specified meanings: Eligible Cisco Programs: means programs specified in the Product List of Cisco MMS Software included in the "Subject Matter" section attached to the relevant Order Form under this SOW. The programs will be grouped in programs for which IBM provides Software Application Support ("SAS") and programs for which Software Application Support, including upgrades ("SASU") will be provided. IBM will support the releases of these programs covered by the service according to the official Cisco End-of-Life Policy relating to the life cycle of the Cisco software (called the "Cisco End-of-Life Policy") This policy can be found on the Cisco website at www.cisco.com. Client-Critical Problem: means a problem for which no workaround is available to the Client and which leads to an interruption of the Client's critical business processes (Severity Level 1). Maintenance Release: means a generally available update of an Eligible Cisco Program within a Minor Release that primarily provides program fixes (called "Maintenance Fixes") and which may also provide additional (small) software features. Maintenance Releases are identified by Cisco as the first digit from the right [x.x.(x)]. Major Release: means a general available release of an Eligible Cisco Program that provides additional important software features and is identified by Cisco as the first digit from the left [(x.).x.x]. Seite 1 von 5
Minor Release: means a general available enhancement of an Eligible Cisco Program within a Major Release that provides maintenance fixes and additional Software features. Minor Releases are identified by Cisco as the middle digit [x.(x.).x]. Primary Technical Contact: means the Client's focal point to whom IBM may direct general technical information relating to the Client s Eligible Cisco Programs. Third-Party Products: means the hardware and software products of other vendors, as well as all upgrades for these products, which are not considered as Eligible Programs but which are required for the operation of Eligible Cisco Programs in conformity with the related documentation on the Eligible Programs; and support services for the Eligible Cisco Programs to be provided by IBM in relation to this service. Prime Shift: means the local business hours of IBM during which the services are available Mondays to Fridays, 8:00 to 17:00 (excluding public and national holidays). Full Shift: means 24 hours a day, seven days a week, including national public holidays. Software Application Support ("SAS"): means the provision of Software Support Services, including Maintenance Releases and Minor Releases for the Eligible Cisco Programs identified as such in the Product List attached to the relevant Order Form. Software Application Support and Upgrades ("SASU"): means the provision of Software Support Services, including Maintenance Releases and Minor Releases, as well as additional Major Releases, for the Eligible Cisco Programs identified as such in the Product List attached to the relevant Order Form. Software Application Support and Subscription ("SWSS"): means Software Maintenance Support Services, including the authorization for the installation of updates and upgrades. This Service requires that an applicable Support Service Agreement for upgrades has been concluded and that the transfer of the relevant licenses is permitted. 3. Technical Prerequisites Remote access to the network may possibly be necessary for electronic access to the IBM Support Center and certain databases. 4. Scope of Services 4.1 Software Application Support ("SAS") IBM will provide the following services as remote assistance (via telephone or electronically) for the Client's Eligible Cisco Programs marked as SAS": answering basic questions and questions to be answered within a short time period on installation, use and configuration; answering questions regarding publications, e.g. configuration and installation guides; answering questions regarding any code-related problems; program versions, functionality, errors or program fixes; review of diagnostic information to assist in isolating the cause of a problem, the results of debug commands, traces, dumps or logs; the provision of program fixes for known problems and corrective service information that the Client is entitled to receive under the applicable Eligible Cisco Program license terms; the provision of workaround solutions or patches for reported problems provided that this is feasible with commercially reasonable efforts. IBM will determine whether a patch exists for any reported problem and, if so, IBM will assist the Client in obtaining the applicable patch which may be downloaded from the Cisco website www.cisco.com or sent to the Client on data media, such as CD-ROM; the provision of Minor Releases and Maintenance Releases (Major Releases are excluded). These will be provided via the Cisco web-site www.cisco.com or CD-ROM (one copy including supporting documentation), provided that the Client has a valid license and a current Seite 2 von 5
authorization for obtaining support coverage (according to this Agreement); the provision of access to the Cisco website www.cisco.com for accessing technical and general information available online. The vendors of the respective products are responsible for finding a solution to any problems caused by the products of third parties. If such problems have occurred, the Client will be responsible for contacting the vendor of the respective products directly and to cooperate with these vendors jointly in order to find a solution to the respective problems. IBM MMS for Cisco Software is a service provided in cooperation with Cisco for Cisco products, which includes IBM MMS services and Cisco's service components. IBM, as a Cisco Global Gold Partner (in Germany), and Cisco, as a Global Service Alliance Partner, will provide support services for the Client's Cisco products. Beyond that, IBM may involve Cisco in order to obtain support from the respective vendor of a product in relation to finding a solution to the Client's reported problems. If the Client wishes to contact Cisco, as the manufacturer of a specific product, the Client will at first contact IBM. Thereupon, IBM will organize a meeting or a discussion between the Client, Cisco and IBM. In this case, IBM will always remain responsible for coordinating a discussion or a meeting, finding a solution to the problem(s) reported by the Client and for providing any other support for the Client. The following basically applies to the support of non-ibm-software: If the Client has reported a problem in relation to Eligible non-ibm programs, IBM will provide support in isolating the cause of the problem and will obtain suitable recovery information, if available, from the manufacturer. IBM will provide error corrections and program fixes for known errors, if such fixes are available, provided that IBM is authorized to do so, and further provided that the errors in question do not relate to Open Source software. For known problems relating to Open Source software and for which IBM has discovered that problem or program fixes are available on the Internet, IBM will inform the Client of the corresponding URL links. The Client will be solely responsible for procuring or downloading any problem fixes or program fixes independently. If a new (previously unknown) problem has been discovered, IBM will report it to the respective vendor and will inform the Client about the measures taken. The Support Service of IBM will thus be considered to have been provided by IBM. The respective program vendor will be responsible for the resolution of such problems. IBM will inform the Client of the corresponding URL link in the event that the vendor provides a problem fix or program fix for this new problem on the Internet. IBM will under no circumstances be obliged to develop any problem fixes or program fixes for problems relating to Open Source software, to make them available to the Client or to integrate these fixes into the corresponding Open Source software. Should IBM discover that a problem or program fix, or the Open Source software into which this problem or program fix is to be integrated, violates or could violate any third-party rights, it will be at IBM's discretion to inform the Client of this. In this case, IBM will not be obliged to inform the Client as to whether or not such third-party rights have been infringed or to provide any additional information, such as URL links to problem fixes or program fixes, on the Internet with regard to this Open Source software. 4.2 Software Application Support plus Upgrades ("SASU") IBM will provide the following services for the Client's Eligible Cisco Programs marked as "SASU": all support services identified in the Software Application ("SAS") section; and Major Releases: These will be provided on the Cisco website at www.cisco.com or on CD-ROM (one copy including supporting documentation), provided that the Client has a valid license and is entitled to the use the current support coverage (according to this Agreement). 4.3 Response Times As a rule, after the receipt of a service request from the Client relating to an Eligible Cisco Program IBM will call back the Client within two (2) hours during Prime Shift and in the case of Client-Critical Problems during Full Shift. Seite 3 von 5
If a problem cannot be resolved during this first phone call, it will be determined on the basis of this phone call what additional measures will be required in order to achieve a technical solution to the problem in question. At IBM's discretion, support may be provided in English. IBM will not be responsible for any Response Time delays because of system or network problems. 5. Limitation of Performance The following services are not part of this Service: on-site support; implementation of the installation or customization of the Eligible Cisco programs, updates or releases; the provision of support services (including updates or releases) for any programs not installed on the same operating platform; licensing capacity (e.g. individual users, multiple users), or for the software family, as acquired initially; hardware repairs or the provision of hardware products or third-party products (including upgrades) required for the support of an update of an Eligible Cisco Program; the provision of support services for finding a solution to any problems relating to an Eligible Cisco Program, which have been caused by third-party products for which IBM has no maintenance obligation agreed by contract, or which are attributable to the non-fulfillment of the Client's responsibilities under this Agreement. 6. Additional Client Responsibilities The Client will ensure the Client is properly licensed for all Eligible Cisco Programs for which the Client requests the Service; review the list of the current Eligible Cisco Programs on a regular basis on the Cisco website to verify whether there have been any additions or deletions (after the official "Cisco End-of-Life" date has been reached) of releases of the Client s Eligible Cisco Programs; notify IBM of the name of the Client's Primary Technical Contact within three (3) business days from the Start Date of this SOW to whom information of the Eligible Cisco Programs can be addressed. This Primary Contact - and every caller- must have an adequate technical knowledge of the Client's Eligible Cisco Programs thus ensuring effective communication with the IBM Support Center; upgrade to the most current Eligible Cisco Program level which contains the corrective code to correct a reported software problem or (if needed) to assist with problem determination; upgrade to the latest third-party software release (if required) to correct a reported Eligible Cisco Program problem or (if advised) that such is needed to assist in problem determination; obtain the upgrades to the Client's Eligible Cisco Programs, as instructed by IBM (e.g. as a download via the Cisco website www.cisco.com). In case the distribution will be done via data media, the Client provides the current shipment contact information. The Client will check any in-transit damage to the data media relating to the Cisco Eligible Program after their receipt; be responsible for ensuring that the program fixes that IBM or Cisco recommends to the Client are installed. The Client also agrees to maintain procedures to restore any lost or altered files, data, and programs. The Client agrees to maintain a suitable procedure for restoring any deleted or modified files, data or programs; if requested, the Client will provide a list once a year - which includes the annual updates of all the Client s personnel authorized to use this Service; provide IBM with the following information relating to the provision of this Service and inform IBM of any changes within a short time: the name of the user, location and address of the site where the Eligible Cisco Programs have been installed, program name, program release information, and the number of server and client licenses; Seite 4 von 5
acknowledge that for the Eligible Cisco Program configurations and/or licenses that are based on a per seat or per user license or any other specific license or terms of use, the Client will be required to have all configuration and/or license units supported by acquiring the necessary support services. By signing the relevant agreement for this Service, the Client acknowledges with regard to IBM that all units of the Eligible Cisco Programs acquired by the Client, and which are listed in the Product List attached to the respective Order Form, are covered by this Service; enable IBM to have remote access to the Eligible Machines and Eligible Programs, so that IBM can perform its services for an error analysis and error correction in relation to its service provision. All remote activities will be carried out under the Client's control. ensure that all access codes that IBM provides will only be used by the Client's staff that has been properly authorized for this purpose; inform IBM of the Eligible Cisco Programs to be included in this Service no later than four (4) weeks prior to the start date of the service provision; ensure that a valid support agreement for SWSS upgrades and licenses for the related portability has been concluded. 7. Charges The service charges will be invoiced on the basis of the Eligible Cisco Programs at the installation locations selected by the Client. All license and configuration units of an Eligible Cisco Program at an installation location will be considered for the calculation. They will have the same support level (SAS or SASU). Insofar as described in the section, the "Automatic Inclusion of Machines and Programs" section of the related "Supplementary Terms and Conditions" will not apply under this Statement of Work. Otherwise, the provisions of the other contractual terms and conditions listed on the Order Form will apply. 8. Contract Period, Renewal, Termination and Withdrawal This Service always has a fixed contract period and does not continue automatically. Once a coverage period has expired, the Client may request to continue the Service for those Eligible Cisco Programs but this will be accomplished by issuance of a new Order Form which will document the new coverage period and its associated charges. The Client may terminate the Service for individual or all Eligible Cisco Programs at least with a period of three (3) months written notice prior to the end of any contractual year to IBM, unless the provision of the other contractual terms and conditions listed in the Order Form exclude this. However, termination charges may apply (if appropriate). IBM may withdraw the support services for the Eligible Cisco Programs by giving the Client three (3) months written notice if IBM itself no longer receives the necessary support from its providers. In such cases, the Client will receive a credit note for the Service paid for in advance but no longer provided. Any other changes (for example by addition of new or deletion of no longer supported Cisco program releases) will be posted on the list of the specified Cisco Internet site, as they occur. Such changes will not result in a refund of the service charges paid for in advance for the affected Cisco Program. Moreover, or unless agreed otherwise, IBM will not grant any credit notes or refunds for the Service that has been prepaid but not used up or for any changes made by the Client in relation to the Eligible Cisco Programs (e.g. de-installation of a program). Otherwise, the provisions of the other contractual terms and conditions listed on the Order Form will apply. * * * * * Seite 5 von 5