Loading...
HomeMy WebLinkAboutPR 14555: AT&T BUSINESS COMMUNICATIONS SERVICE - DIGITAL TELEPHONE SERVICEMemorandum City of Port Arthur, Texas Purchasing Division e TO: Stephen Fitzgibbons, City Manager . ,~ ,; FROM: Joseph Broussard, Purchasing Manager `~;.' -f-Y .DATE: February 6, 2008 SUBJECT: Proposed Resolution No. 14555 RECOMMENDATION The Purchasing Division recommends the City Council's approval to enter the City of Port Arthur into a three year maintenance agreement with AT&T Business Communications Services of Beaumont, Texas, for the City's digital telephone service in the amount of $35,467.04 per year for a total of $106,402.92. , BACKGROUND On June 24, 2004 the City Council adopted Resolution 04-188 which authorized the City Manager to sign contract documents with SBC/AT&T for the purchase and installation of new communications equipment. Purchasing reached an agreement with AT&T to maintain the phone equipment for the next three (3) years. AT&T is a vendor under DIR, Department of Information Resources Volume Contracts operated by the State of Texas. This program is a State-run procurement program that allows city municipalities to purchase directly from vendors who have contracts established with the State of Texas for their commodities,. such as phone systems. BUDGETARY AND FISCAL EFFECT Funds will be allocated from 001-1206-531.61-03. STAFFING EFFECT None SUMMARY The Purchasing Division recommends the City Council's approval to enter the City of Port Arthur into a three year maintenance agreement with AT&T Business Communications Services of Beaumont, Texas, for the City's digital telephone service in the amount of $3,467.04 per year for a total of $106,402.92. PR 14555 P. R. N0.14555 02/06/08 DF RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE YEAR MAINTENANCE AGREEIVIENT BETWEEN THE CITY OF PORT ARTHUR ,AND AT&T BUSINESS COMMUNICATIONS SERVICES FOR THE CITY OF PORT ARTHUR'S DIGITAL TELEPHONE SYSTEM IN. THE AMOUNT OF $35,467.64 PER YEAR FOR A TOTAL COST OF $106,402.92. WHEREAS, on June 24, 2004, the City Council adopted Resolution 04-188, which was a contract between the City of Port Arthur and SBC for the purchase and installation of new digital telephone communication equipment for the City Hall and the Annex Buildings; and WHEREAS, the original maintenance agreement with SBC was for a three year period and is near its expiration date; and WHEREAS, the Purchasing Division recommends that the City Council authorize the City Manager to enter into a three year maintenance agreement with AT&T Business Communications . Services (formerly SBC) for the City's digital telephone communication equipment; and WHEREAS, AT&T Business Communications Services has offered the City a new three year maintenance ageement for a total cost of $106,402.92; ($35,457.64 per year) as delineated in Exhibit "A"; and ~ ` WHEREAS, pursuant to Section 271.083 of the Texas Local Government Code, a municipality may purchase services via state approved purchasing programs; and WHEREAS, AT&T is a vendor under the Department of Information Resources (DIR), which is a procurement program operated by the State of Texas; which allows municipalities to purchase products and services directly from vendors who have established contracts with them.. z.pr 14555_updated.vt NOR' THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That, the City Council deems it is in the best interest of the City to approve and authorize the City Manager to.execute the new Addendum to Master Agreement between the City of Port Arthur and AT&T Business Communications Services for the maintenance of the digital telephone system in substantially the same form as delineated in Exhibit "A°. Section 3. That, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of February 2008, A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following Vote: AYES: Mayor: Council members: NOES: MaYOr z.pr 145 5 5_updatzd.vt ATTEST: Acting City Secretary APPR ED _ S TO FORDO: Mark Soko ow, Attorney ~0~ D~O"'~ yfi APPROVED FOR ADLVIINISTRATION: Steve Fitzgibbons, City Manager ROVED AS TO FUND AVAILABILITY i n c_. c._-~ ebecca Underhill, Director of Finance AS AGREED AT&T AUTHORIZED REPRESENTATNE z.pr14555_updated.vt "EXHIBIT A" z. p r 145 5 5_updated: vt ATBT Equipment Solutions'- Voice CPE Support Services Addendum To Master Agreement Addendum No. 66120191 This Addendum ("Addendum"), entered into by SBC Global Services, Inc. dba AT&T Global Services ("ATBT') and City of Port Arthur, TX ("Customer") and effective as of the date last signed below ("Effective Date"), is an attachment to that certain Master Agreement ("Agreement")dated 06!11/04 between the parties thereto. The defnitions contained in the Agreement are herein incorporated by reference. Customer Name: City of Port Arthur Customer Billing Address: P O Box 1089 Port Arthur,~TX 77641 Customer Billing Number: Location of Equipment (Deliveryllnstallation Site Address): See attached Bill of Materials for locations and equipment covered. Date of Submission: 07123/08 Lessor: NIA Purchase Order Number: SELECTION OF MAINTENANCE AND SERVICE PLANS: (For Warranty see Section 5) ATBT Maintenance Services X -Complete ^Essential ^ Dedicated ^Custom ` ^ ACCEPT -Customer Initials: _ ^ DECLINE.- Customer Initials: - r Initial Term: 3 Years From: To: Annual Price: $36 467.64 Payment Term: (default is annual) ^ Prepay ^Annual ^Semi-Annual ^Quartedy ^Monthly ^Financing This Addendum may be withdrawn by AT&T if not signed and returned by the Customer within sixty (60) days from the Date of Submission referred to above. Name: Title: Date: Name: Title: Date: NOTE: This Addendum must always be associated with a Master Agreement and may not be executed as a standalone agreement. Attachments: 1. Statements of Work e.g. SOW, SCOW, PIG 2. Bill of Materials for Equipment and Services X 3. Invoicing Schedule and Payment Terms 4. Implementation Timeline 5. Certificate of Acceptance 6. Other: CONFIDENTIAL INFORMATION This Agreement is for use by authorized employees of the parties hereto only and is no[ (or - general distribution within or outside their companies. Revision Date 05118/07 JR8741 Addendum Voice_CPE_Support_Services Page 1 of 4 By: ey' AT&T Equipment Solutions -Voice CPE Support Services Addendum To Master Agreement SCOPE This Addendum covers AT&T's sale of voice customer premise equipment ("CPE" or "Equipment") (under the attached Bill of Materials, Order or other applicable document), installation andlor maintenance Service far such Equipment to be provided by AT&T under the Maintenance Plan identified above (the Maintenance Plan"), and as further described below. The Equipment is Turther described in the attached Bill of Materials, Order, SOW, Equipment listing or other applicable attachment. This Addendum also covers any Orders issued under this Addendum, as well as any additions or replacement to the Equipment or Service. 2. ATBT SERVICE AND SERVICE EXCLUSIONS A. During the term of the Maintenance Plan, AT&T will repair Equipment that malfunctions due to wear and tear resulting from normal use in accordance with standard operating instructions. Items excluded from coverage under the Maintenance Plan are headsets, portable telephones (cordless/wireless), answering machines, Customer provided servers, UPS systems, power conditioners, ,power supplies (including batteries and chargers), infra-building distribution cabling, consumables and any Software which is at a revision level not supported by the Software licensor. AT&T does not remove or recycle batteries. B. The Maintenance Plan and any and all warranties provided to Customer in this Addendum or the Master Agreement do not cover malfunctions or defects resulting from abnormal or nonstandard uses or conditions including, but not limited to, the following types of causes: failure to provide a suitable environment for the Equipment, including exposure to improper temperature, humidity, chemicals or airborne agents, Customer abuse, misuse or use contrary to standard operating instructions; improper electrical voltages or currents; power or lightning surges or power interruption; improper storage or placement of the Equipment; damage caused by unauthorized attachments or modification; use with or interconnection of the Equipment to incompatible electrical or mechanical devices; and the installation, maintenance or disassembly, repair or alteration of the Equipment by any person other than AT&T, or an entity expressly approved by AT&T in writing; or Force Majeure occurrences. In such excepted cases, Customer will pay ATBT in accordance with ATBT's then prevailing rates in connection with diagnosing such excepted problems and for any resulting repairs. (i) Customer is solely responsible for adequately backing up data and ensuring that its networks/systems are secured against unauthorized intrusion; and (ii) acknowledges that CPE/Software that supports telephony over Transmission Control Protocol/Internet Protocol (TCP/IP) may, experience certain compromises in performance, reliability and security even when. performing as warranted and that failure to follow manufacturerAicensor recommendations may make such compromises more acute. C. AT&T's maintenance Service provided under the Maintenance Plan shall include preventive and remedial maintenance, as required by the CPE manufacturer's. specifications or by AT&T. Replacement parts and products may be new or equivalent to new in performance. Such parts and products will be furnished on an exchange basis and the returned parts and products will become the property of AT&T. AT&T's preventive and remedial maintenance Service obligations hereunder do not include, and ATBT is'not otherwise obligated to provide replacement parts, software upgrades, software patches, second tier help desk support, or maintenance Service resulting in CPE functionality which exceeds that expressly provided in manufacturers' or suppliers' specifications at the time such product was installed (including Year 2000 functionality). D. AT&T makes no guarantee as to parts availability or technical support for Equipment or Software that has been discontinued by its manufacturer or reached "end of life" status. In the event replacement parts, software, or support are not readily available, AT&T shall advise Customer and Customer shall have the option at AT&Ts discretion whether to replace or upgrade the Equipment or Software with a similar product at AT&T's then prevailing rates. In the event Customer declines to authorize such replacement, AT&T shall delete such Equipment from this Addendum and cease providing Service for such Equipment, and ATBT will issue, if applicable, apro-rata refund far. such deletion. Additionally, Customer agrees to pay any additional charges that may be incurred by AT&T for product support services from the manufacturer far products that are manufacturer discontinued or have been placed into "end of life" status. E. The periodic charges specified herein include all the stated maintenance Service performed at any time in connection with Emergencies and- Non-Emergencies during Normal Business Hours. An "Emergency" is defined as any malfunction that leaves Customer unable to place or receive calls through the CPE, or any other failure agreed to in writing by the Parties. CONFIDENTIAL INFORMATION This Agreement is for use by authorized employees of the parties hereto only and is not for genera! distribution within Or Outside their companies. Revision Date 05/18/07 JR874f Addendum_Voice_CPE_Support_Services Page 2 of 4 ~ . AT&T Equipment Solutions =Voice CPE Support Services Addendum To Master Agreement F. Service performed outside of Normal Business Hours or outside the scope of the Maintenance Plan (as described in section 6 below) will be charged on a per occurrence basis billed in fifteen (15) minute increments with a minimum of two (2) hours at AT8T's then prevailing houdy or premium hourly rate including travel time to and from Customer's Site. Customer shall also be responsible for travel and living expenses, when required. Provisioning of such Service shall be at the discretion of AT&T and shall be subject to the availability of personnel and parts, if applicable. G. In the event ATBT responds to Customer's request for Service and AT&T reasonably determines that the problem was not caused by the Equipment maintained herein, Customer will be responsible for additional charges for such response at AT&T's then prevailing rates. H. AT&T's responsibility with respect to its obligation to provide maintenance Service under this Addendum shall be limited to the Customer's side of the CPE residing on the Demarcation Point ("Demarcation Point" is defined as the point between facilities controlled or owned by the local telephone carrier and those facilities controlled or owned by Customer). Maintenance Services include maintenance as described herein for: (i) the CPE and/or associated system software stated herein; and (ii) such other equipment and/or software which is subsequently added to this Addendum by an Order, attachment or other applicable document. In the event that AT&T responds to Customer's request for Service and Customers claim of CPE malfunction is due to problems on the local telephone utility's side of the Demarcation Point due to malfunctions in equipment or software other than that covered by this Addendum, Customer will be responsible for additional charges for such response in accordance with AT&T's then prevailing rates. I. AT&T may suspend performance or terminate this Addendum if Customer fails to pay all amounts due by the applicable due date and such failure is not cured within 10 days of receiving AT&T's notice of non-payment. 3. AT&T MAINTENANCE SERVICE DESCRIPTIONS A. AT&T Voice CPE Maintenance Services -Complete. Customer may request maintenance Service twenty-four (24) hours a day, seven (T) days a week by calling AT&T. If Customers problem is an Emergency, AT&T will use reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as appropriate, within two (2) hours for PBX systems and four (4) hours for key, hybrid or any other system, and will complete the appropriate repairs as soon as reasonably practical; Remote diagnostics require customer provided access line and remote access device on all covered equipment with capabilities. In the event the problem is a non-Emergency, AT&T shall use reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as appropriate, within eight (8) business hours and will complete the appropriate repairs as soon as reasonably practical. AT&T will arrange to replace defective telephone sets and cords by shipping replacements to the customers site., Customer must return the defective equipment within ten (10) days or AT&T shall invoice Customer far the full replacement cost. AT&T reserves the right to inspect all defective equipment and shall have final determination of the status of such equipment. B. AT&T Voice CPE Maintenance Services -Essential. Customer may request maintenance Service twenty-four (24) hours a day, seven (7) days a week by calling AT&T. If Customers problem is an Emergency, AT&T will use reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as appropriate within two (2) business hours for PBX systems and four (4) business hours for key, hybrid or any other system, and will complete the appropriate repairs as soon as reasonably practical. Remote diagnostics require customer provided access line and remote access device on all covered equipment with capabilities. In the event the problem is anon-Emergency, ATBT shall use reasonable commercial efforts to respond to Customer's report of a malfunction by beginning remote diagnosis, as appropriate, within eight (8) business hours, and. will complete the appropriate repairs as soon as reasonably practical. AT&T will arrange to replace defective telephone sets and cards by shipping replacements to the customers site. Customer must return the defective equipment within ten (10) days or AT&T shall invoice Customer for the full replacement cost. ATBT reserves the right to inspect all defective equipment and ATBT shall have final determination of the status of such equipment. "Business hours" refers to services performed during Normal Business Hours. Any Services performed outside of the Normal Business Hoursshall be performed within mutually agreed to time periods. C. • AT&T Voice CPE Maintenance Services -Dedicated. (i) AT&T will provide technician, Customer Service Representative, Project Manager, or other agreed upon resource(s) as set forth herein or within an associated Statement of Work, on an annual basis to perform installation, maintenance, and/or move, add or change activities. (ii) AT&T shall, at its sale discretion, assign either a qualifed ATBT employee or contractor ("Resource') or a combination of both to provide Services to Customer during Normal Business Hours. (iii) Each Resource will be granted time off for lunch and breaks as mandated by any labor agreement, Federal, State, County or City laws that are applicable. Customer must provide adequate office facilities/quarterslslorage for Resource to administer daily responsibilities. (iv) Customer may also purchase optional replacement parts coverage associated with Dedicated. (v) Customer may request maintenance Service twenty-four (24) hours a day, seven (7) days a week by calling CONFIDENTIAL INFORMATION • This Agreement is for use by authorized employees of the parties hereto only and is not for - general distribution within or outside their companies. Addendum_Voice_CPE_SuppoR Services Page 3 of 4 Revision Dafe 01/18/07 JR8741 AT&T Equipment Solutions -Voice CPE Support Services Addendum To Master Agreement ATBT. If Customer's problem is an Emergency, ATBT will use reasonable commercial efforts to respond to Customers report of a malfunction by beginning remote diagnosis, as appropriate within two (2) business hours for PBX systems and four (4) business hours for key, hybrid or any other system, and will complete the appropriate repairs as soon as reasonably practical. Remote diagnostics require~customer provided access line and remote access device on all covered equipment with capabilities. Any Services performed outside of the Normal Business Hours shall be performed within mutually agreed to time periods. D. ATBT Voice CPE Maintenance Services -Custom.. Custom provided maintenance shall include the Services as agreed to by Parties as described in the document. 4. AGENCY During the tens of this Addendum, Customer will not permit any other person to maintain, repair or modify the CPE or to connect any other equipment. To the extent necessary for AT&T to perform its Services under this Addendum, Customer agrees that AT&T will be Customer's Site agent to represent Customer in any dealings with any telephone company or government agency with respect to CPE maintenance provided hereunder. Customer assumes all ongoing responsibility of directory listings, credit cards, system security, billing arrangements and other items not related to Equipment or Services provided by AT&T unless expressly stated otherwise under this Addendum or some other express written agreement between Customer and AT&T. 5. CHANGE IN EQUIPMENT ATBT will have the right and option of conducting periodic equipment reviews for additions and/or deletions which may have occurred and all service pricing shall be adjusted accordingly. In the event Customer elects to terminate portion(s) or reduce the grade of the maintenance Services provided hereunder, Customer shall be liable for fifty percent (50%) of the fees for the terminated or reduced portion of the maintenance for the remainder of the term of this Addendum plus any non-recoverable costs including, but not limited to, those amounts paid or due and payable to third parties as incurred by ATBT directly in connection with the provisioning of such Equipment and Services for Customer. 6. RENEWAL Unless terminated by either Party upon at least thirty (30) days written notice prior to expiration of the then existing Term, and to avoid Service interruption, the then current Tern of any services included in this Addendum shall automatically extend for consecutive one (1) year Term(s) at AT&T's then current pricing for such Services. Upon extension of any Maintenance or Service Plan, the services provided by AT&T shall remain unchanged -(except with respect to pricing) unless both Parties agree in writing to any changes at the time of extension. AT&T may only increase the price of the Maintenance or Service Plans provided herein a[: (i) the expiration of the initial term; (ii) commencement of any subsequent extension term; or (iii) the time Equipment is changed, upgraded or added to this Addendum. AT&T will provide Customer with a 30 day notice of such increases. END OF DOCUMENT CONFIDENTIAL INFORMATION This Agreement is for use 6y authorized employees of the parties hereto only and is not for general distribution within or outside their companies. Addendum_VOice_CPE_Support_Services - Page 4 of 4 Revision Date OY78/07 JR8741 VOCE PRODUCT ADDENDUbI ATTACHMENT BILL OF NIATERLALS FOR EQUIPMENT AND SERVICES Addendum No. Master Agreement No City of Port Arthur Contract # 66120191 P O Box 1089 Port Arthur, TX 77641 EOUIPMENT COVERED UNDER MAINTENANCE PLAN: City of Port Arthur Contract # 66120191 201 H O Mills Port Arthur, TX T7642 (1) BCtv1400 Release 3.6- 2.2 (1) Digital Trunk Media Bay Module (1) 16-Station Digital Station Media Bay Module (1) 32-Station Digital Station Media Bay Module (1) WAN Interface Card (1) 2-VoIP Gateway Software Authorization Code (1) 8-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 16-Voice Messaging Software Authorization Code (1) 32-Voice Messaging Software Authorization Code (1) Valcom V-2001a Associated BCM Telephone Sets Port Arthur -Fire Department Contract # 66120192 645 4`" Street Port Arthur, TX 77642 (1) 8CM 400 Release 3.6 - 2.2 (1) 16-Station Digital Station Media Bay Module (1) 32-Station Digital Station Media Bay Module (1) Single DTI/PRI/TMDI/Line Side T-1 (1) 2-VoIP Gateway Software Authorization Code (1) 4-VoIP Gateway Software Authorization Code (1) 16-VoIP Gateway Software Authorization Code (1) 1-LAN CTE Software Authorization Code (1) 1-Voice Messaging Software Authorization Code (1) 4-Voice Messaging Software Authorization Code (t) 32-Voice Messaging Software Authorization Code Associated BCM~Telephone Sets Port Arthur - Fire I Elect Contract # 66120193 300 Waco Port Arthur, TX 77642 (1) BCM 400 Release 3.6 - 2.2 (1) Digital Trunk Media Bay Module (1) 16-Station Digital Station Media Bay Module (1) 32-Station Digital Station Media Bay.MOdule (1) 16-VoIP Gateway Software Authorization Code (1) 4-LAN CTE Software Authorization Code (1) 2-IP Telephony Software Authorization Code (1) 64-Voice Messaging Software Authorization Code Associated BCM Telephone Sets _, .... Voice ProductAddendum ~ CONFIDENTIAL INFORMATION This Agreement is /or use by authorized employees o/ the Parties and is not /or general distribution in or outside the respective companies. Page 1 of 3 - VOICE PRODUCT ADDENDUM ATTACHMENT BILL OF MATERIALS FOR EQUIPIDIENT AND SERVICES Addendum No. _ ~ Master Agreement No. Port Arthur- Annex Contract # 66120194 444 4'" Street Port Arthur, TX 77642 (1) BCM 400 Release 4.0.2.03 (1) Digital Trunk Media Bay Module (2) 32-Station Digital Statidn Media Bay Module (1) 4-VoIP Gateway Software Authorization Code (1) 8-VoIP Gateway Software Authorization Cade (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 16-Voice Messaging Software Authorization Cade (1) 32-VoiceMessaging Software Authorization Code (10) ICC Agents Associated BCM Telephone Sets Port Arthur -City Hall Contract # 66120195 444 4'" Street Port Arthur, TX 77642 (1) BCM 400 Release 4.0.2.03a (3) Digital Trunk Media Bay Module (1) 32-Station Digital Station Media Bay Module (1) 4-VoIP Gateway Software Authorization Code (1) 16-VoIP Gateway Software Authorization Code (2) 7-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 8-Unified Messaging Software Authorization Cade (1) 32-Unifed Messaging Software Authorization Code Associated BCM Telephone Sets Port Arthur -Health Department Contract # 66120196 449 Austin Port Arthur, TX 77642 (1) BCM 400 Release 3.6 - 22c1 (1) 8-Station Analog Media Bay Module (~) Single DTI/PRIITMDI/Line Side T-1 (1) 16-Station Digital Station Media Bay Module (1) 32-Station Digital Station Media Bay Module (1) WAN Interface Card (1) 2-VoIP Gateway Software Authorization Code (1) 8-VoIP Gateway Software Authorization Code (2) 1-LAN CTE Software Authorization Code (1) 1-IP Telephony Software Authorization Code (1) 1-Voice Messaging Software Authorization Code (1) 16-Voice Messaging Software Authorization Code (1) 32-Voice Messaging Software Authorization Code Associated BCM Telephone Sets Voce Product Addendum CONFIDENTIAL INFORMATION This Agreement is for use by authorized employees o/the Parties and is not for general distribution in or outside the respective companies. Page 2 of 3 VOICE PRODUCT _4DDENDUbI ATTACHMENT BILL OF MATERL4LS FOR EQUIPMENT r~YD SERVICES Addendum No. Port Arthur- Fire #1 Contract p 66120197 1215 Woodworth Port Arthur, TX 77642 (1) BCM 200 Release 3.6 - 2.2c (1) CTM4 X DSM16 Combo Module (1) GATM B-Port-Media Bay Module (1) Single DTI/PRIlTMDI/Line Side T-1 (1) 2-VoIP Gateway Software Authorization Code (1) 8-Voice Messaging Software Authorization Cade Associated BCM Telephone Sets Port Arthur Contract # 66120198 1308 9'" Avenue Port Arthur, TX 77642 IP Telephones off of the City Hall BCM connected via a T-1 Router PoR Arthur -Police Department Contract # 645 4`" Street Port Arthur, TX 77642 (1) BCM 400 Release 3.6 - 2.2c1 (4) 8-Station Analog Media Bay Module (1) Digital Trunk Media Bay Module (.1) 16-Station Digital Station Media Bay Module (3) 32-Station Digital Siation Media Bay Module (1) 4-VoIP Gateway Software Authorization Code (1) 16-VoIP Gateway Software Authorization Code (1) 1-LAN CTE Software Authorization Code (1) Unlimited Voice Messaging Software Authorization Code Associated 8CM Telephone Sets Master Agteemeni EQUIPMENT NOT COVERED UNDER MAINTENANCE PLAN: Headsets, portable/wireless/cordless telephone sets, answering machines, UPS systems, power conditioners, power supplies, batteries, charger kits, perishable /consumable commodities such as printer ribbons, printer cartridges, etc. SPECIAL TERMS AND CONDITIONS: SO AGREED by the Parties' respective authorized signatories: By: Name: Title: Date: By: Name: Title: Date: Vorce Product Addendum CONFIDENTIAL INFORMATION This Agreement is for use by authorized employees o/the Parties and is not /or general distribution in or outside the respective companies. • Page 3 of 3