TERMS AND CONDITIONS FOR INFINERA PRODUCTS ......All references to Infinera in these Terms and...

immixTechnology, Inc. reformatted 3.10.17

All references to Infinera in these Terms and Conditions should be read as “Contractor (immixTechnology, Inc.), acting

by and through its supplier, Infinera.”

TERMS AND CONDITIONS FOR INFINERA PRODUCTS AND SERVICES

THIS AGREEMENT establishes the terms and conditions for use of any Infinera software that is embedded on or

supplied with Infinera equipment.

1. Right to Use License; Restrictions. Subject to these terms, the End User is hereby granted a personal, non-

transferable, non-exclusive license, without right to sublicense, to use the copy and version of Infinera software and any

documentation that is supplied therewith (the “Software”) for its own internal business purposes and in object form

only. Each license is specific to the release and particular network element with which it is supplied. The license to

use the Software does not include and the End User shall not, without Infinera’s prior written consent, (i) reproduce

(except as expressly set forth herein), modify, translate or create any derivative work of all or any portion of the

Software; (ii) sell, rent, lease, loan the Software or otherwise transfer the license granted hereunder; (iii) reverse

engineer, reverse assemble or otherwise attempt to gain access to the source code of the Software, (iv) display or

disclose the software to any third party other than persons employed by the End User who are using it on the End

User’s behalf at the End User’s premises (v) use the software for third party training, commercial time sharing or

service bureau use; (vi) remove, alter, cover or obfuscate any copyright notices, trademark notices or other proprietary

rights notices placed or embedded on or in the Software; (vii) unbundle any components of the Software; (viii) remove

any Software from any Infinera equipment in which it is embedded; or (ix) cause or permit any third party to do any of

the foregoing. End User may make one copy of the Software solely for backup and archival purposes. End User will

include on any copy of the Software it makes all markings, notices and legends affixed to or embedded in the Software.

End User will maintain a record of the number and location of all copies of Software that it makes, and will make those

records available to Infinera on request. 2. Ownership End User acknowledges that the license granted under this

Agreement does not provide End User with title to or ownership of the Software, but only a right of limited use under

the terms and conditions of this Agreement. Sole title to the Software and documentation and to any corrections, bug

fixes, enhancements, modifications, updates, upgrades, new versions, derivative works and copies of the Software and

documentation, and to any associated patents, trademarks, trade secrets, copyrights or other intellectual property rights,

remains with Infinera or its licensors.

2. Warranty Disclaimer. EXCEPT AS SET FORTH IN EXHIBIT A, INFINERA MAKES NO WARRANTY TO

THE END USER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, OR ANY

PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE,

AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR

TRADE. INFINERA DOES NOT WARRANT THAT ANY EQUIPMENT, SOFTWARE, OR PART THEREOF

WILL MEET END USER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR

ERROR-FREE, OR THAT ANY ERRORS IN THE EQUIPMENT OR THE SOFTWARE WILL BE CORRECTED.

IN NO EVENT SHALL INFINERA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR

ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS OF FOR ANY INDIRECT,

SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS

AGREEMENT OR END USER”S USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL

INFINERA’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT

PAID BY END USER FOR THE RESPECTIVE SOFTWARE LICENSE OR IN THE CASE OF EMBEDDED


SOFTWARE, THE EQUIPMENT IN WHICH IT IS EMBEDDED. NOTWITHSTANDING THE ABOVE, THE

SUPPLIER DOES NOT EXCLUDE OR LIMIT ITS LIABILITY TO THE EXTENT SUCH EXCLUSIONS OR

LIMITATIONS ARE NOT PREMITTED UNDER APPLICABLE LAW. EXCLUDING REPROCUREMENT

COSTS. THIS CLAUSE SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD

OR CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31. U.S.C. §§ 3729-3733.

3. Confidentiality. Subject to the Freedom of Information Act, 5 U.S.C. § 552, End User shall not disclose to any third

party other than Infinera or the Infinera authorized reseller the Software documentation and any information relating to

the operation, design, performance or implementation of the Software that is not in the public domain, other than to

persons employed by the End User to allow them to use the Software installed at End User’s facility and on End User’s

behalf in accordance with terms of this Agreement and provided they agree to maintain the confidentiality of the

information.

4. Export Restrictions. End User acknowledges that Infinera products are U.S. origin goods and agrees not to export,

re-export, transfer or allow third parties to access any Infinera products that it purchases or licenses where such export,

re-export, transfer or access is not permitted under the applicable rules and regulations of the United States Government and agencies.

5. Inspection/Acceptance. The Contractor (immixTechnology, Inc.) can only, and shall only tender for acceptance

those items that substantially conform to the software manufacturer’s (“INFINERA”) published specifications.

Therefore, items delivered shall be considered accepted upon delivery. The Government reserves the right to inspect or

test any supplies or services that have been delivered. The Government may require repair or replacement of

nonconforming supplies or re-performance of nonconforming services at no increase in contract price. If

repair/replacement or re-performance will not correct the defects or is not possible, the Government may seek an

equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The

Government must exercise its post-acceptance rights-

(1) Within the warranty period; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

Exhibit A

PRODUCT WARRANTY

1.01 Warranty Term. Infinera warrants that during the Hardware Warranty Period or Software Warranty Period, as

applicable, the Products shall be free from defects in design, material and workmanship under normal use and service,

and shall conform to Infinera’s applicable Specifications. The respective Hardware and Software Warranty Periods for Products are set forth in the table below and commence upon shipment of the Product.


DTN-X

(XTC-2,

2E, 4 & 10)

DTN FlexILS

(MTC-9) XT-500

CX

(CX-10E,

CX-40E,

CX-100E)

XTM-Series

(TM-102,

301, 3000 &

NID & EDU)

XTG-Series

HW Term /

SW Term

2 years /

90 days

2 years /

90 days

2 years /

90 days

2 years /

90 days

1 year /

90 days

1 year /

90 days

1 year /

90 days

1.02 Warranty Exceptions. The Parties acknowledge and agree that Infinera shall not be liable pursuant to Section

2.0 for: (i) Products that are abused or improperly handled or stored by any person other than Infinera or its authorized

services agents; (ii) Products that are maintained, repaired, modified or altered by any person other than Infinera or its

authorized service agents; (iii) damage to Products that occurs from any cause other than ordinary use (such as, for

example, acts of nature, accident, fire, lightning, water damage, neglect, misuse, improper installation or testing, or

unauthorized attempts to repair, alter or modify); (iv) normal wear and tear or obsolescence; (v) use of the Product not

in accordance with the Specifications or any operational materials provided by Infinera; or (vi) use of the Products with

third party products not sold by Infinera, e.g. using grey market or third party products not purchased from Infinera

with Products without Infinera’s express written consent. In addition, Infinera shall not be responsible for any Products that are installed by companies and/or contractors, other than EC America, that are not certified to install the Products.

1.03 Third Party Products. If an End User procures or installs a product not developed or manufactured by Infinera

to End User (“Third Party Product”), then Infinera makes no warranty with respect to such Third Party Product, and

End User’s use of such product is at their own risk and may void the warranty for the Products in which such Third

Party Product is installed. Further, Infinera shall have no obligation to provide hardware or software support for such Third Party Product.

1.04 Warranty Procedure. During the applicable Hardware Warranty Period or Software Warranty Period, End User

promptly shall notify Infinera of all potential warranty claims pursuant to this Agreement. If it is determined by

Infinera that an item of Product needs to be returned, a return material authorization (“RMA”) number shall be assigned by Infinera.

1.05 Hardware RMA Process. During the Hardware Warranty Period, Infinera shall, within thirty (30) calendar days

of receipt of a returned item of Product with a valid RMA number, repair or replace and, if needed, redesign, any such

item (hereinafter an “item”) that is defective as to design, workmanship or materials, provided that: written notice of

any defect is given to Infinera promptly upon discovery of the claimed defect, such notice is given to Infinera within

the Hardware Warranty Period specified above, and the defective item is promptly returned to Infinera. All repaired

and replaced parts shall be shipped pre-loaded with the current version of the Software used by End User. End User

agrees to return such item of Product within thirty (30) days of the date an RMA ticket is opened for such item. All

decisions to repair or replace or redesign shall be at Infinera’s option. If Infinera provides an advance replacement

Product to End User and does not receive the failed Product from End User within seven (7) calendar days of the date

such replacement Product was sent to End User, End User agrees to purchase such replacement Product and pay the Purchase Price for the replacement Product provided by Infinera.

Any item repaired or replaced by Infinera pursuant to the terms of this warranty shall continue to be warranted

for the longer of the remainder of the original Hardware Warranty Period for such Product or ninety (90) days. Item(s)

which are replaced hereunder shall automatically become the property of Infinera and their replacement shall become

the property of End User. The Parties agree that End User shall be responsible for the cost of shipping and insuring the

RMA Product to Infinera and Infinera shall be responsible for the cost of shipping and insuring the repaired/replaced item to End User.


1.06 Software Maintenance Releases. During the Software Warranty Period and during any period for which the

End User has purchased Software Subscription Services, Infinera agrees to provide to End User all applicable

maintenance releases for the Software for software bug fixes for a release of Software purchased by End User for the

shorter of: (i) two (2) years from the initial release date of the Software; or (ii) the release date for the second Software

release following such Software release. The Parties agree that Infinera shall have the right to provide such

maintenance releases of Software as part of a general release of Software; provided, however, that such provision of a

Software release shall not grant End User with additional right to use licenses to any additional features included in

such release. Notwithstanding anything to the contrary in this Agreement, Infinera makes no warranty with respect to

any third party software included with the Products. End User’s sole remedy with respect to such third party software

shall be pursuant to the original licensor’s warranty, if any, to End User, to the extent permitted by the original licensor.

Exhibit B

SUPPORT SERVICES

1 EXTENDED WARRANTY SERVICES

1.1 Extended Hardware Warranty. End User shall have the option to purchase annual extensions to the Hardware Warranty Period for the hardware portion of the Product (the “Extended Hardware Warranty”).

1.2 Reserved.

1.3 Reserved.

2. SOFTWARE SUBSCRIPTION/SUPPORT SERVICE

End User may purchase an annual software subscription service (the “Software Subscription Service”) for the Software

to the extent eligible for Software Subscription Service, for the first year from the purchase of the Product, for each

DTC, OTC, and ATC. For the Infinera DTN-X, this service is called the “Software Support Service”, and the End User

shall purchase an annual software support service for each XTC chassis, as well as for each DTN-X line card (AOLM,

AOLX, SOLM, or SOLX). After the first year from the date of purchase of the Product, the End User shall have the

option to purchase the Software Subscription/Support Service on an annual basis. The Software Subscription/Support

Service entitles End User to all new software releases (on an “if and when available” basis) of the Software. The

Software Subscription/Support Service shall be available to End User on an annual basis, commencing on the date set

forth in the purchase order, and shall apply to each new DTC, OTC, ATC, XTC, or DTN-X line card on the date the

Product comprising such DTC, OTC, ATC, XTC, or DTN-X line card has been Accepted by End User. The Parties acknowledge and agree that Infinera has no obligation to develop any future Software.

The Infinera Software Subscription/Support Service commences upon Product Acceptance. The Parties acknowledge

and agree that the Software Subscription/Support Service shall apply to all DTCs, OTCs, ATCs, XTCs, and DTN-X line cards deployed in End User’s network, including any laboratory equipment.

End User may elect to discontinue this Software Subscription/Support Service at any time. Upon such discontinuation,

Infinera shall remit to End User the pro rata portion of pre-paid fees for the Software Subscription/Support Service. In


the event that End User elects to reinstate coverage under the Software Subscription/Support Service after

discontinuing such service, or End User elects to purchase the Software Subscription/Support Service at any time after

the date any Product is first Accepted by End User under this Agreement, End User agrees that it shall be obligated to

pay a reinstatement fee equal to the fees that End User would have paid under the Software Subscription/Support

Service for any period of discontinuation.

3. EF&I SERVICES

Prices are budgetary and would vary with actual site conditions and work required, as well as the size of the network being deployed and the schedule for the work. All prices are in United States Dollars.

1. Horizontal fiber ducting requirements can vary significantly by site, and therefore are not quoted in these unit

prices.

2. Shipping costs are excluded and will be prepaid by Infinera and billed to Customer at actual cost.

Scope of Work

Site Survey and Detailed Engineering Package:

• Conduct a site survey of each equipment site location to verify local conditions

• Prepare site issues report

o Includes conditions requiring remediation prior to install and/or other such items, and their assignments to responsible parties

• Prepare initial Engineering Design Package (EDP)/Engineering Document

o Includes installer’s SOW, installation notes, list of equipment and installation materials, site access/security

requirements, cable running list (power, fiber and data), floor plan, cable run diagram, grounding schematic,

rack/cabinet facing diagram, link engineering drawings, node acceptance document, link acceptance document, IP design and commissioning data

• Prepare installation materials per specifications

o Materials can include, per engineering design: Infinera racks/cabinets; vertical fiber duct to connect existing

horizontal duct to fiber management in new/existing equipment rack/cabinet (up to 2 per rack/cabinet); intra-bay power

cable and DC power cable runs for the chassis site locations (assuming no intermediary connection points); power,

ground, lugs and terminations; intra-shelf/node line side fiber patch cables; intra-node Nodal Control and Timing

(NCT) CAT5 Ethernet cabling; and labeling materials. Materials for client side fibers can also be defined, and quoted

outside of scope. Breakers and/or fuses for chassis site locations and rack spacer/cable managers are also included, per engineering design, for deployments in the Americas.

• Refine engineering design package (use mutually agreed-upon format)


o Includes contact list, directions to site (or GPS coordinates), Installer’s SOW, Installer work items and

installation notes, list of equipment and installation materials, floor plan drawing and rack elevation drawing,

equipment shelf detail drawings, cable running lists (power, fiber and data), cable run diagram, power cable assignment and management information, optical fiber assignment and management information, commissioning data.

• Prepare and furnish final as-built Engineering Design Packages (EDPs)/Engineering Documents

Note: Non-NEBS cabinets are provided for standard Turnkey Install within the EMEA and APAC region. NEBS

compliant cabinets are available as Out of Scope work. For all other regions, racks are provided for DTN/ATN standard Turnkey Install and NEBS-compliant cabinets are provided for standard DTN-X standard Turnkey Install.

Materials Planning and Procurement:

• Procure, stage and deliver to site locations the following materials, as applicable:

o Infinera equipment rack(s)/cabinet(s) and spacers/cable managers (if DTN-X cabinet is not ordered).

o Rack/cabinet mounting hardware, anchors and top-support materials for each equipment rack/cabinet

o Infinera provided PDU/Fuse panel for Infinera OTC/ATC site locations only

• Power cables – Ground cable to connect new rack/cabinet to existing grounding system

o Ground cable to bond Infinera chassis to rack/cabinet

• Ground cable to connect new rack to existing grounding system

• Ground lugs, H-Taps, earth bar connection(s) and all necessary associated materials

• 2” or 4” Fiber duct or copex equivalent (vertical on rack/cabinet). (Express downspouts that are not required to be cut in are included in standard scope of work. Any downspouts that require a cut are Out of Scope work.)

• Line-side and intra-node fibers

• Consumables (to include velcro, cable ties, labels, waxed cord, etc.)

Install Site Infrastructure:

• Accept delivery of Infinera equipment and materials at third-party storage facility

o For DTN-X it is preferred to drop ship directly to site with inside delivery.

• Unpack, inventory, inspect and deliver all equipment and installation materials to site location footprint

• Install new rack/cabinet, or use existing equipment rack/cabinet at each site location footprint


• Install a fuse panel/PDU into new or existing equipment rack/cabinet at each Infinera OTC/ATC site location

• Ground all new equipment racks/cabinets to existing ground system

• Install and terminate DC power cabling (single insulated by default, double insulated if required) from

customer Battery Distribution Fuse Bay (BDFB)/Power distribution Panel (PDP) to Infinera equipment shelves and install and terminate power to an appropriate fuse panel in OTC/ATC site locations.

• Infinera DC power cable sizing is based on Infinera equipment maximum draw @ 55 degrees Celsius. Any other calculations using other than 55 degrees Celsius is Out of Scope.

• The following table defines the power runs included with the standard Scope of Work. Delivery of power runs beyond the listed specifications is considered Out of Scope Work.

Product

Line/Chassis

Number and Type of

Feeds

Max Cable Length* Max Cable Size

DTN/

DTC

One (1) A Feed and Return, and One (1) B Feed and Return

Up to 50 ft (14.24 m) 4/0 AWG or 25 mmsq

ATN/ ATC


Up to 30 ft (9 m) 14 AWG or 2.5 mmsq

OLA/ OTC


Up to 30 ft (9 m) 12 AWG or 4 mmsq

DTN-X / XTC-10

Up to Six (6) A Feeds and Returns, and Six (6) B Feeds and Returns

Up to 30 ft (9 m) 1/0 AWG or 35 mmsq in EMEA

DTN-X / XTC-4

Up to Four (4) A Feeds and Returns, and Four (4) B Feeds and Returns

Up to 30 ft (9 m) 1/0AWG or 35 mmsq in EMEA

*Cable lengths are measured on the cable ladder, from the middle of the top of the equipment rack to the middle of the

top of the BDFB/PDP.

• Label racks/cabinets and power cable according to approved customer standard. If no customer standard is provided, Infinera will label per established Infinera practice.

• ‘Red-Line’ engineering specifications

• Daily site clean-up and disposal of waste

• Supply of all required installation tools


Perform Equipment Installation & Commissioning:

• Unpack, inventory, and inspect all equipment

• Install all new chassis’ in the rack/cabinet per the EDP/Engineering Document

• Ground (bond) the new chassis’ to the rack(s)/cabinet(s)

• Install modules in the chassis’ per the EDP/Engineering Document

• If required, connect pre-terminated, existing power cables to each Infinera chassis.

• Install, scope, clean, measure insertion loss, test and connect all of the intra-node fiber jumpers and Line side

fiber jumpers from equipment to customer line side fiber patch panels. (Standard service provides line side fibers up to 30 meter length, of SC-SC connector type.)

• Install Nodal Control and Timing (NCT) and DCN Ethernet cabling per the EDP/Engineering Document (if required)

• Label equipment shelves and intra node fiber, power cables & data cables per approved customer standard. If no customer standard is provided, Infinera will label per established Infinera practice.

• Perform site quality audit checklist

• Provide ‘Rack Face’ as-build EDP/Engineering Document and intra-node fiber diagram

Commission and Turn Up Equipment:

• Verify DC power and grounding

• Unpack and inspect all circuit packs & chassis backplanes

• Install all circuit packs

• Inspect, clean and install all intra-node fiber cables

• Connect any pre-existing, pre-terminated intra-node and Data Communication Network (DCN) management

data cables (if required).

• Commission and configure equipment with pre-furnished network design and DCN/OSC IP Addresses

• Connect pre-installed fiber jumpers to Infinera line side modules per the EDP/Engineering Document (if required)

• Perform span clean up if required


• Install attenuators/pads per EDP/Engineering Document.

Note: For ATN install, additional manual adjustment of span performance may be required to bring system in line with

span engineering design specifications. If such adjustments are necessary because Infinera was provided with

inaccurate fiber span information prior to the install project, additional labor fees shall apply for making span

performance adjustments. The labor shall be rendered via the Infinera On‐Site Engineering Service.

Note: For the Infinera ILS2 Line system, additional manual adjustment of Raman span performance may be required

to bring system in line with span engineering design specifications. Such adjustments must be performed via the

Infinera On Site Engineering Service.

Note: For SLTE Activation, additional manual adjustment of span performance may be required to bring system in

line with span engineering design specifications. Such adjustments must be performed via the Infinera SLTE Link Activation Service.

Note: For networks carrying 40GbE and higher transmission rates, additional fees shall apply for testing. These fees shall be charged via the Infinera On Site Engineering Service.

Perform Test, Acceptance, and 24 Hour Bit-Error Rate Test (BERT):

• Alarm clearing on each span and digital link

• Inspect and validate performance for each span and digital link

• Furnish appropriate test equipment for the applicable service types

• Configure and run BERT on a single end to end circuit; standard test period is 24 hours

• Provide BERT results in a mutually agreed upon format

• Provide notification to customer operations for node / network acceptance

• Perform equipment and alarm verification testing

• Provide link design as-build diagram

• Provide node/link acceptance documentation

Program Management and Technical Oversight:

• Identify/assign a dedicated Infinera Program Manager as the single point of contact for all project logistics,

schedules and technical issues. Program Manager responsibilities include:

o Recommend best practices

o Manage all survey and installation, test and turn up schedules


o Provide regular updates to customer management within a mutually agreed upon time interval

• Identify/assign a Lead Technical Oversight Engineer or Tech Support Engineer whose responsibilities include, but are not limited to:

o Prior to deployment, assist customer with technical requirements, i.e. IP Addressing

o Primary technical interface for Field Teams in all aspects of installation, commissioning, troubleshooting, route validation and testing

o Interface and assist End Users with technical issues during the deployment process

o Span and digital link turn-up, testing and acceptance

End User Responsibilities

• Provide Infinera with pre-survey data, which includes:

o Site address, site contact information, and access information

o Aisle/bay rack/cabinet assignment(s)

o Aisle/bay/breaker assignments for DC Power (if applicable)

o Specific DC power requirements – i.e. cable size, cable diversity

o Aisle/bay/shelf assignments for Outside Plant (OSP) fiber panel(s)

o Aisle/bay/shelf assignment for DCN management network connectivity (where applicable)

o Any specific hardware requirements – i.e. specific DC breakers, AC to DC rectifier systems, specific fiber jumper manufacturer or requirement, etc.

o IP Addressing schemes

o Specific installation standards outside of Telcordia GR-1275

o Labeling standards

o Testing requirements and scope – i.e. if testing is beyond the scope described in this document

• Coordination of site access.

• Ensure that authorized staff for operation and maintenance is available during the entire EF&I period to provide assistance with Infinera Customer Support when requested.


• Notify Infinera of any additions, relocations or changes to equipment via Infinera program manager and/or sales account team. Do not contact Infinera Support hotline (877-INF-5288) or email <[email protected]>

Assumptions and Additional Conditions

• Customer must have all pre-work 100% complete.

Downtime and/or delays or re-visits beyond the control of Infinera may result in additional charges.

• All sites must be accessible by standard vehicles.

• Reasonable site access will be provided to all engineering, installation, and test personnel.

• Provide complete and accurate site location information.

4. INFINERA SPARES MANAGEMENT- NEXT BUSINESS DAY ARRIVAL

General. Infinera shall provide End User with spares management services Next Business Day Arrival (“Spares

Management NBD”). Spares Management NBD requires an annual service contract with Infinera that provides, in the

event of a hardware failure, an advanced delivery of a replacement module will arrive at the designated End User site

no later than the following business day after the Return Material Authorization (RMA) request is issued by Infinera.

After the replacement module arrives at the site, the defective module must be returned to Infinera within ten (10)

calendar days. Infinera will provide delivery of a hardware replacement module by the next business day provided that

the RMA number is issued before 2PM local time (PST in North America, or CET in Europe). All RMAs issued after 2PM local time will be processed the next business day and arrive the following business day thereafter.

Scope of Service. Spares Management includes the following:

• Access by End User to the Infinera Customer Support Technical Assistance Center (TAC) 24 hours a day, 7 days a week, 365 days a year (24x7x365) to request a spare module.

• Obligation for the spare to arrive at the designated End User’s site by the next business day of Infinera’s confirmation of the need for the dispatch with the appropriate spare module.

• Note that Spares Management NBD is available only for those cities mutually agreed upon by the Parties.

Assumptions and Additional Conditions. The provision of the Spares Management by Infinera is subject to each of the following assumptions:

• This Service does not include on‐site engineer dispatch service(s). However, this service can be combined with the purchase of an Infinera First Line Maintenance service, which is sold separately.

• For all End User laboratory equipment, and unless otherwise mutually agreed upon, this service shall provide Next Business Day Ship replacement service.


• Infinera shall not be obligated to provide Spares Management NBD until 45 days after the issuance and

acceptance of a purchase order in accordance with the applicable agreement, and End User has provided a complete list

of its sites that are to be covered by this Service (addresses/GPS coordinates consistent with the delivery locations for the Product).

• In the event End User purchases Spares Management NBD for Product following expiration of the Warranty Period, it must also purchase an Extended Hardware Warranty Service for a concurrent duration for such Product.

• Spares Management must be purchased for End User’s entire network.

End User Responsibilities. The End User shall be responsible for each of the following:

• Cooperate with Infinera to confirm that Infinera has a complete listing of all Products, including serial numbers, in order to properly establish and track service entitlement.

• Provide a site identification or site contact number.

• Ensure that authorized staff for operation and maintenance is available during the entire support period to provide Infinera with information (e.g., model, serial number, current failure symptoms, etc.) upon request.

• The defective module is not required to be returned before Infinera delivers a replacement. After the replacement module arrives at the site, the defective module must be returned to Infinera within ten (10) calendar days.

• Notify Infinera of any additions, changes and relocations of equipment covered under this service.

Exclusions. The following items and conditions are excluded from the Spares Management NBD Service (and any calculation of performance penalties):

• RMA/FRU Exchange for Defects or malfunctions caused by:

• Actions of personnel not contracted by the End User or Infinera;

• Failure of the End User to follow Infinera’s installation, operation, or maintenance instructions;

• Failure of Equipment that is not serviced by Infinera;

• Abuse, misuse, or negligent acts of personnel not contracted by Infinera.

• FRU Defects or malfunctions caused by:

• Modifications made to FRUs by non-Infinera personnel; or

• The attachment to FRUs of Equipment not being supported by Infinera

• Consumable items that are not under maintenance support coverage as described in the FRU list.


• Delivery of documentation

5. INFINERA SPARES MANAGEMENT – 4 HOUR SPARES ARRIVAL

The Infinera Spares Management – 4 Hour Spares Arrival Service requires an annual service contract with Infinera. In

the event of a hardware failure, this Service provides advanced delivery of a replacement module to the designated End

User site within 4 hours from the time the Return Material Authorization (RMA) was issued and approved by Infinera.

The defective module is not required to be returned before Infinera delivers a replacement. After the replacement module arrives at the site, the defective module must be returned to Infinera within ten (10) calendar days.


• Infinera shall provide Spares Management Service in accordance with an agreed upon schedule once the

following occur (i) acceptance of a purchase order for the Spares Management Service and (ii) and the End User has

provided a complete list of its sites to be covered by this service (addresses/GPS coordinates consistent with the

delivery locations for the Product).

• The Infinera Spares Management – 4 Hour Spares Arrival Maintenance Service is available only for those cities

and/or zip/postal codes specified on the Infinera then-current service coverage map. Service coverage outside of this range shall be mutually agreed upon on a case-by-case basis.

• If the End User purchases the Infinera Spares Management - 4 Hour Arrival Maintenance Service for

equipment following expiration of the warranty period, it must also purchase an Extended Hardware Warranty for a

concurrent duration.

• This Service does not include on-site engineer dispatch service(s).

• The Infinera Spares Management – 4 Hour Spares Arrival Service shall not apply to End User laboratory equipment, unless otherwise mutually agreed upon.

• The Infinera Spares Management – 4 Hour Spares Arrival Service must be purchased for the End User’s entire network (excluding customer laboratory equipment), or as otherwise mutually agreed upon.


• Provide a site identification or site contact number.

• Ensure that authorized staff for operation and maintenance is available during the entire support period to

provide Infinera Customer Support with information (e.g., model, serial number, current failure symptoms, etc.) upon request.

• Provide Infinera with a complete listing of all Covered Products and their deployed locations. The information

must include the FRU type, serial number, and site location. The End User is further responsible for providing Infinera

with updates whenever this information changes. Infinera must have up-to-date information on End User inventory at

all times in order to maintain the 4 Hour arrival SLA provided by this service. Notify Infinera of any additions,


relocations or changes to equipment via Infinera support hotline (877-INF-5288) or email [email protected] on the Product.

6. INFINERA FIRST LINE MAINTENANCE – 4 HOUR ENGINEER ARRIVAL

The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service provides an on-site Technical Support Engineer

(TSE) to remove a defective module and install its replacement, or to facilitate fault isolation that cannot be performed

remotely. The TSE will arrive at the End User site within 4 hours of Infinera confirmation that a dispatch is required. This Service is available on a 24 hours a day, 7 days a week, 365 days a year (24x7x365) basis. This Service provides:

• Access to the Infinera End User Support Technical Assistance Center (TAC) on a 24x7x365 basis to request

dispatch of an engineer. If it is determined by Infinera that a module needs to be returned to Infinera, or that further on-

site resolution is required, an Infinera TSE will be dispatched.

• An Infinera TSE will arrive at the designated End User site within 4 hours of Infinera’s dispatch confirmation.


• Replacement modules are not included with this Service. However, the above Service can be combined with the purchase of an Infinera Spares Management Service, which is sold separately under an additional SOW.

• Infinera shall provide FLM Service in accordance with an agreed upon schedule once the following occur (i)

acceptance of a purchase order for the FLM Service and (ii) and the End User has provided a complete list of its sites to

be covered by this service (addresses/GPS coordinates consistent with the delivery locations for the Product).

• The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service is available only for those cities and/or

zip/postal codes specified on the Infinera then-current service coverage map. Service coverage outside of this range shall be mutually agreed upon on a case-by-case basis.

• The determination as to whether or not the dispatch of a TSE is necessary will be made by Infinera at its

discretion. The Infinera First Line Maintenance - 4 Hour Engineer Arrival Service is subject to geographic restrictions. Please refer to the Infinera 4 hour FLM coverage map for details, or talk with an Infinera Sales Representative.

• The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service must be purchased for the End User’s entire network, or as otherwise mutually agreed upon.


• Provide Infinera with a complete listing of all products covered by this Service, including serial numbers, in order to properly establish and track service entitlement.

• Provide site identification badge and on-site End User staff contact information, for the TSE.

• Ensure that authorized staff for operation and maintenance is available during the entire support period, to provide Infinera with information (e.g., model, serial number, current failure symptoms, etc.) upon request.


• Notify Infinera of any additions, changes and relocations of equipment covered under this Service.

7. Infinera Technical Training

The Infinera Learning Experience is a comprehensive suite of training courses and modules to train End User personnel

in the installation, administration, maintenance, and operations of the Infinera Digital Optical Network. Infinera

utilizes the latest in learning technologies and methodologies to create a personalized learning environment, providing timely and relevant information in easily-accessible formats.

Infinera offers its training courses in two formats:

• Classroom Learning Format: Infinera offers all of its courses in a classroom learning format with extensive

hands-on labs on the latest Infinera equipment. Infinera has classroom locations at headquarters in Sunnyvale (CA, U.S.), London, and Hong Kong. Infinera can also deliver most class types at the End User location.

• E-Learning Format: Infinera also offers many courses, videos, and tutorials in e-learning format. Most of our

instructor-led courses require pre-requisites which are completed through e-learning. E-learning content is accessed

through a compatible web browser to Infinera’s Learning Management System. End Users can choose to access the

content on per course basis or an annual subscriptions. The annual subscription allows access to all Infinera End User e-learning content for one year from purchase date.

Learning Management

The Infinera Learning Experience includes customer learning management. Our 24x7 online system is accessible

through a compatible browser and will keep track of all aspects of the training experience. Each End User and each

student will have their own training record where Infinera will maintain training paths, recommended curriculums,

completion status, exams, certifications, exams, and feedback. The system will supply the necessary reports for managers to track the progress of their staff.

Training Credits

The Infinera Learning Experience uses a “training units” model. In its simplest form, End Users buy training units

which are good for one year from the date of purchase, then use the training units to purchase various training classes.

The primary advantages of buying training units instead of classes directly in $USD are flexibility and price protection.

There are two types of training units – one type is for eLearning, and the other type is for instructor-led.

Infinera DTN-X Training Course Descriptions – Core Courses

• DTN-X Overview Course – This course is primarily delivered as an e-learning offering and can be completed at

the student’s own pace. The course provides an overview of Infinera Digital Optical Network architecture, network

applications, and product descriptions. This will include topics such as DTN-X and Optical Line Amplifier system

architecture, hardware overview, signal flow, and an overview of the architecture, features, and capabilities of the

Infinera Graphical Node Manager (GNM) and Infinera Digital Network Administrator (DNA). This class is also

available per request in an instructor – led format. In a classroom, the minimum class size is 4 and maximum class size

is 25.


• DTN-X Field Engineering – This three-day hands-on technical training course focuses on field personnel and

training them to be able to turn up and test the DTN-X product line. The course will provide an overview describing

the procedures to commission a Switching Transport Chassis (XTC). This will include such topics as commissioning a

GNE, an SNE, an Expansion Chassis, fibering a digital span, provisioning a circuit, and interpreting alarms. This

course has a prerequisite requirement of DTN-X theory and hardware description to be completed via e-learning. This

course, combined with the e-learning will prepare a student for field engineering certification exam. The minimum

class size is 4 and recommended maximum class size is 8. Because this course is very much hands-on in a lab environment, this course is only available at an Infinera facility in Sunnyvale, London, or Hong Kong.

• DTN-X NOC Engineering – This three-day hands-on technical training course will provide an overview

describing the procedures for operations, administration, maintenance, and provisioning of the DTN-X. This will

include use of DNA, alarm descriptions, troubleshooting, circuit pack configuration, querying and provisioning a

working network element, understanding performance monitoring and alarm clearing techniques. Students will receive

hands-on exercises for three days for OAM&P capabilities of the DTN-X. This course has a prerequisite requirement of

DTN-X theory and hardware description to be completed via e-learning. This course, combined with the e-learning

will prepare a student for NOC engineering certification exam. The minimum class size is 4 and the maximum class size is 12.

Infinera DTN-X Training Course Descriptions – Additional Courses

• DNA Fundamentals – This two-day hands-on technical training is designed for NOC Engineers who carry out surveillance and troubleshooting of the DTN/DTN-X network using Digital Network Administrator (DNA).

• Network Customer Service – This two-day hands-on technical training is designed for End User Technical Support Engineers who rectify customer reported circuit issues on the DTN and DTN-X network.

• DTN-X Provisioning – This two-day hands-on technical training is designed for Service Delivery Engineers who design and provision services in the DTN/DTN-X network.

• DTN-X Deployment – This three-day hands-on technical training is designed for Deployment Engineers

performing commissioning and configuration activities from a remote location using Digital Network Administrator

(DNA) and Graphical Node Manager (GNM) who adds capacity on the network, confirms power levels, set thresholds, set up cross connects for trib to trib testing and ensure successful deployments of new nodes.

• Site Engineering – This four-day hands-on technical training is designed for Site Engineers who carry out site

surveys and create work order packages for field techs to install and commission network elements and module adds.

This training course will show the student how to configure a node, including addresses for the DCN, GMPLS and

OSC, configure Line Modules and Band Mux Modules (BMMs), make all physical connections and other configuration

options as well as performing software upgrades. Hands on exercises are done using Graphical Node Manager (GNM).

• First-Line Maintenance – This two-day hands-on technical training is designed for engineers who carry out

first line maintenance activities. This training course will show the student how replace modules, retrieve logs, back up

databases and perform other activities when given remote instructions and guidance from the Network Operations Center.


• Network Planning – This two-day hands-on technical training is designed for Network Planners who design

the network with Infinera assistance. This training course will show the student how to manage network capacity, how

to add and configure Line Modules and Band Multiplexing Modules (BMMs), plan and design node administration

such as DCN and GMPLS IP addresses and NTP configuration, read optical power measurements, given an

introduction to Digital Network Administrator (DNA) including in depth lessons on critical tools such as Digital Link

Viewer (DLV) and Digital Bandwidth Manager (DBM). Students will also be given lectures to fully understand the signal flow through the DTN/DTN-X including explanations on Forward Error Correction (FEC) and Q-Values.

Infinera Training Course Descriptions – Legacy Products (DTN/ATN)

DTN and ATN courses are available upon request.

Training Course Recommendations by Role

Infinera recommends the following training courses, by student role:

Train Personnel for… Detailed Description Recommended Course(s)…

Technical Product

Overview Only

For any staff requiring an introductory

overview to the Infinera Digital Optical

Network system.

Infinera DTN/ATN Product

Overview

Installation and

Commissioning

For staff that undertake the installation and

commissioning of the equipment.

Infinera DTN/ATN Turn Up

and Test

Maintenance and Field

Operations

For staff that undertake maintenance of the

equipment. This course needs to cover the

details of the methods of operation, routine

maintenance tasks, and fault finding

Infinera DTN/ATN Turn Up

and Test Certification

For staff that undertake the operation and

maintenance of the transmission equipment

on fields, directed by NOC personnel.

Infinera DTN/ATN OAM&P

Certification

Network Management

(I.e. NOC)

For staff who undertake the monitoring of

the network from a central location, e.g.

Network Operating Center (NOC), or

similar.

Infinera Management Suite

(DNA) Overview + Infinera

DTN/ATN Troubleshooting

Configuration

Management

For staff that undertake the remote

provisioning of equipment using the

Network Element Management System.

Infinera DTN/ATN OAM&P

Course


Network Administration For the network administrator who is in

charge of managing servers for

backup/restore, defining user’s profiles and

password, managing security and connection

to the Data communication network; this

course includes all applications and features

of EMS/NMS

Infinera Management Suite

(DNA) Overview

Network Planning For network planning staff responsible for

network modeling, planning and design.

Infinera Network Planning

System Training (available

through your Infinera Sales

Engineer) + Infinera

Management Suite (DNA)

Overview

Scheduling Courses

Infinera flexibly schedules and provides its courses based on End User request, and therefore there is no “set schedule”

for our course offerings. To schedule an Infinera course, simply submit your training request to the Infinera Global

Customer Technical Assistance Center (via phone, email, or Infinera Customer Web Portal), and a training specialist will work with you to schedule the appropriate courses.

Exhibit C

SOFTWARE SUPPORT

Conditions to Provision of Services. During the Software Warranty Period, Infinera shall make available the following services to End User for the Software:

1. HELP DESK SUPPORT

Infinera shall provide a service desk (contacted through a telephone help line) to assist End User in obtaining a quick

response to network faults or troubleshooting questions (the “Technical Assistance Center” or “TAC”). The service

desk shall log and track trouble tickets for reported faults within the scope of 3rd Line Support. The TAC help desk

will be available 24 hours per day, 7 days per week and every day of the year (24 x 7 x 365). The number for the Infinera’s Technical Assistance Center is:

877-INF-5288 (463-5288) / Main 408-572-5200

email: [email protected]


fax: 408-572-5343

Additional access phone numbers for Infinera’s Technical Assistance Center:

2. SERVICE ESCALATION PROCEDURES

2.1 Defect Severity Levels. Defects (classified as Critical, Major, or Minor defects) for all Products are defined in

this Section. The classification and reclassification of the defect level shall be at the reasonable discretion of Infinera;

provided, however, that such classifications and reclassifications shall be in accordance with the definitions set forth in

this Section. In the event a defect is subsequently reclassified to a higher severity level, the Service Restoration time period shall begin at the time the defect is reclassified.

(a) Critical Defects. “Critical Defects” means conditions under which the Product is inoperative and End User’s

inability to use the Product creates an emergency situation with respect to End User’s business operations. This

condition generally is characterized by a loss of network connectivity or service affecting a major customer or multiple

other customers due to Product failure and requires immediate restoration or correction.

(b) Major Defects. “Major Defects” means conditions under which the Product is usable by End User, with

limited functions, but creates a manageable situation with respect to End User’s business operations. The condition is not critical to overall End User operations and does not severely restrict such operations.

(c) Minor Defects. “Minor Defects” means conditions under which the Product is usable and the condition does

not adversely affect End User’s operations. These problems are those resulting in a minor failure that is cosmetic or de minimis in nature.


2.2 Initial Response; Service Restoration; Defect Resolution. With respect to the terms utilized in the table below, the following definitions shall apply:

“Defect Resolution” is the time elapsed from End User’s report of a defect to the time Infinera provides a final correction or modification of the Product that corrects the root cause of the defect.

“Initial Response” means the time it takes from End User’s initial report of the defect until End User speaks with the

appropriate Infinera subject matter expert as set forth in the escalation table below. The measurement of Initial

Response time does not apply when a End User call is related to a previously reported defect.

“Service Restoration” means the time it takes Infinera to apply a functional resolution to the reported defect, meaning

Infinera provides End User with a temporary fix or workaround that solves a reported defect and that can be used by End User with minimal inconvenience and minimal impact on End User’s business operations.

Infinera shall exercise continuous and uninterrupted efforts, twenty-four (24) hours a day, seven (7) days a week, to

achieve Service Restoration for any Critical Defects as soon as possible after reported by End User. Without limiting

the generality of the foregoing, the Parties agree that the time frames for Initial Response, Service Restoration and

Defect Resolution set forth in the following table represent the estimated time limit for Initial Response, Service

Restoration and Defect Resolution and Infinera shall use all reasonable efforts to achieve time frames that are better than the time frames set forth below.

Severity

Level

Initial

Response

Service Restoration /

Work Around Defect Resolution

Critical

Defect1

Immediate

(15 minutes) 4 hours

20 days for a patch (without

hardware/firmware design

change); 180 days (with


change) in next Maintenance

Release

Major

Defect 30 minutes 24 hours

45 days for a patch (without


change); 180 days (with


change) in next Maintenance

Release

Minor

Defect 1 hour N/A Next Maintenance Release

1 With respect to all Critical Defects, Infinera shall provide hourly status updates to Customer until Service Restoration has been

achieved.

2.3 Escalation of Unresolved Defects within Infinera. For all defects reported by End User, End User shall have

the right to require Infinera to escalate End User’s defect to the next appropriate tier in the applicable Infinera support


organization. Such escalation is not intended to and shall not diminish Infinera’s obligations to restore and resolve

defects within the applicable time frames. In addition, Infinera shall observe the following management notification procedures with respect to all unrestored Critical Defects:

(a) Service Interruption. Upon End User’s report to Infinera of the existence of a Critical Defect, Infinera shall

notify Infinera’s Tier 3 Support via an Infinera technical support engineer and any additional Infinera personnel as

needed by Product. If Service Restoration with respect to a Critical Defect has not been achieved within thirty (30)

minutes after the defect is reported by End User to an Infinera technical support manager, as applicable, Infinera shall

notify the appropriate Infinera supervisory management of the unrestored condition. If Service Restoration has not

been achieved within one (1) hour after the defect is reported, the next higher level of Infinera supervisory management

shall be notified of the unresolved condition.

(b) Extended Service Interruption. Upon the occurrence of an Critical Defect that: (i) affects multiple End

Users and Service Restoration has not been achieved within thirty (30) minutes following End Users’s report to

Infinera of such Critical Defect; or (ii) affects special facilities, such as 911, governmental facilities, military,

commercial airports, etc.; or (iii) includes media involvement (an “Extended Service Interruption” or “ESI”), then in

addition to the Infinera personnel identified in subsection (a) above, Infinera shall notify Infinera’s Vice President of

Service and Support and the Vice President of Hardware Engineering or Vice President of Software Engineering,

depending on the nature of the defect, as applicable. Such notification shall be made by means of Infinera’s call center

via telephone, facsimile or e-mail commencing within sixty (60) minutes following End User’s report to Infinera of the

Critical Defect and concluding within thirty (30) minutes thereafter.

Technical and management escalation contact information for the persons set forth in this Section are as follows:

Level Name Position Phone # Email

Tier3

Support

24/7 TAC Technical Support

Engineer

1-877-463-5288 [email protected]

Technical

Support

Director

Charlie

Plitt

Director, Technical

Assistance Center,

Service and Support


VP, Service

and Support,

Office of the

Chief

Operating

Officer

Lonny

Orona

Vice President,

Global Service and

Support


2.4 Measurement of Response, Restoration and Resolution of Defects. Infinera shall provide to End User a

report that summarizes the percentage of defects responded to, restored and resolved within the time frames specified in this Section 2.

2.5 Reviews. As part of its ongoing support services, Infinera shall provide Operational reviews and service

reports within mutually agreed to time frames (but no less than quarterly), which reports shall include, without

limitation: (i) a detailed summary and status of all defects reported by End User; (ii) the number of remote accesses by

Infinera into End User’s systems; (iii) the number of Maintenance and Support Services-related on-site visits; (iv)

mailto:[email protected]

mailto:[email protected]


Maintenance Releases sent and applied to Products; (v) analysis of hardware and Software release schedules; and (vi) an analysis of RMA requests and fulfillment of same by Infinera.

TERMS AND CONDITIONS FOR INFINERA PRODUCTS ......All references to Infinera in these Terms and...

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