Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Acceptable Use Policy" means the acceptable use policy governing Customer's use of the ArcMesh Platform and the Managed Network, as set forth in Exhibit D attached he

Section 1.2 — Interpretation The following rules of interpretation shall apply to this Agreement: (a) All references in this Agreement to "Sections," "Articles," "Exhibits," "Schedules," "Annexes," and other subdivisions refer to the corresponding Sections, Articles, Exhibits, Schedules, Annexes, and subdivisions of or to this Agreement unless expressly provided otherwise. (b) The table of contents and the headings o

Section 2.1 — Initial Term The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of five (5) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with the provisions of Article 15. The signing and closing of this Agreement shall occur simultaneously, and the Services shall commence on the Effective Date,

Section 2.2 — Renewal (a) Upon expiration of the Initial Term, this Agreement shall automatically renew for up to two (2) successive renewal terms, each of two (2) years' duration (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the expiration of the then-current Term (whether the Initial Term or a Renewal Term, as

Section 2.3 — Survival The expiration or termination of this Agreement for any reason shall not release either Party from any obligation or liability that has accrued prior to such expiration or termination. In addition, the following provisions shall survive any expiration or termination of this Agreement and shall remain in full force and effect: Article 1 (Definitions and Interpretation), Article 5 (Intellectual P

Section 3.1 — Managed Network Services Service Provider shall provide to Customer managed wide-area network services across all three hundred forty (340) Nodes located in twenty-eight (28) states of the United States of America and three (3) provinces of Canada, as more particularly described in Exhibit A (Statement of Work / Service Descriptions) and as identified in Schedule 1 (Node Locations). The managed network

Section 3.2 — SD-WAN Deployment Service Provider shall deploy and optimize software-defined wide-area network ("SD-WAN") infrastructure utilizing the ArcMesh Platform (version 4.2 as of the Effective Date) across all Nodes on the Managed Network. The SD-WAN deployment shall include: (a) Design, engineering, and architecture of the SD-WAN overlay network; (b) Provisioning and deployment of SD-WAN edge devices and cont

Section 3.3 — Cybersecurity Services In addition to the managed network and SD-WAN services described above, Service Provider shall provide the following cybersecurity services for the managed network perimeter: (a) Continuous cybersecurity monitoring of all network traffic and events across the Managed Network; (b) Threat detection, analysis, and correlation utilizing automated threat intelligence feeds and the ArcM

Section 3.4 — Professional Services Service Provider shall provide the following professional services to Customer throughout the Term: (a) Implementation Services. Service Provider shall provide all implementation services necessary to deploy the ArcMesh Platform and the SD-WAN infrastructure across the Managed Network, including project management, engineering, testing, and commissioning. (b) Migration Services. Se

Section 3.5 — Migration Plan (a) Service Provider shall migrate Customer's network operations from the Legacy Infrastructure to the SD-WAN/ArcMesh Platform infrastructure in three (3) phases over a period of eighteen (18) months from the Effective Date (the "Migration Plan"), as follows: (i) Phase 1 (Months 1–6): Migration of the first tranche of Nodes, comprising approximately one hundred (100) Nodes in the eastern

Section 3.6 — Service Provider Personnel (a) Service Provider shall assign qualified personnel with appropriate skills, experience, and professional certifications to perform the Services in accordance with this Agreement. Service Provider shall ensure that all Service Provider Personnel performing the Services are adequately trained and supervised. (b) (c) Customer shall have the right to request the replacement of

Section 3.7 — Subcontracting (a) Service Provider shall not subcontract any material portion of the Services without the prior written consent of Customer, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 3.7, a "material portion" of the Services means any component of the Services that, individually or in the aggregate, accounts for more than ten percent (10%) o

ARTICLE 4 — ARCMESH PLATFORM LICENSE

Section 4.1 — License Grant Subject to the terms and conditions of this Agreement and Customer's timely payment of the License Fees, Service Provider hereby grants to Customer a non-exclusive, non-transferable (except as expressly provided in Section 14.2), limited license to access and use the ArcMesh Platform (version 4.2 as of the Effective Date, and all subsequent Updates and Upgrades provided during the Term) du

Section 4.2 — License Restrictions Customer acknowledges and agrees that the license granted under Section 4.1 is subject to the following restrictions: (a) Customer shall not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the ArcMesh Platform, except to the extent that such activities are expressly permitted by applicable law notwithstanding this restriction. (b) Customer

Section 4.3 — Updates and Upgrades (a) Updates. During the Term, Service Provider shall provide Customer with all Updates to the ArcMesh Platform at no additional charge. Updates shall be deployed to the Managed Network in accordance with Service Provider's standard release management procedures and shall be subject to Customer's reasonable testing and approval process prior to deployment in Customer's production env

Section 4.4 — Documentation Service Provider shall provide and maintain current, complete, and accurate documentation for the ArcMesh Platform, including user manuals, technical specifications, API documentation, configuration guides, and release notes. Documentation shall be updated to reflect each Update and Upgrade and shall be made available to Customer in electronic format through Service Provider's documentatio

ARTICLE 5 — INTELLECTUAL PROPERTY

Section 5.1 — Service Provider IP Service Provider retains all right, title, and interest in and to the ArcMesh Platform, its source code, object code, documentation, user interface designs, algorithms, data structures, and all other components thereof, together with all Service Provider pre-existing intellectual Property Rights and any improvements, modifications, or enhancements thereto made by or on behalf of Serv

Section 5.2 — Customer IP Customer retains all right, title, and interest in and to Customer Data, Customer's trademarks, trade names, logos, and all other Customer pre-existing intellectual Property Rights (collectively, "Customer IP"). Nothing in this Agreement shall be construed to transfer or assign any ownership rights in the Customer IP to Service Provider. To the extent Service Provider requires any access to

Section 5.3 — Work Product (a) Any and all deliverables, configurations, customizations, scripts, templates, reports, architectures, designs, and other work product created by Service Provider or Service Provider Personnel specifically for Customer under this Agreement (collectively, "Custom Work Product") shall be the sole and exclusive property of Customer. Service Provider hereby irrevocably assigns, and shall cau

Section 5.4 — Feedback Customer may, from time to time, provide suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the ArcMesh Platform or the Services (collectively, "Feedback"). Customer hereby grants to Service Provider a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose without

ARTICLE 6 — SERVICE LEVEL AGREEMENT

Section 6.1 — Network Availability Service Provider shall maintain monthly uptime availability of not less than ninety-nine and ninety-five hundredths percent (99.95%) per Node, as measured in accordance with the methodology set forth in Exhibit B (the "SLA Target"). Service Provider commits to use commercially reasonable efforts to exceed the SLA Target and to provide the highest level of network availability consis

Section 6.2 — Measurement (a) Uptime availability shall be measured on a per-Node basis over each calendar month during the Term, in accordance with the measurement methodology described in Exhibit B. Uptime shall be calculated as the total number of minutes in the applicable calendar month minus the total number of minutes of Downtime (as defined in Exhibit B) during such month, divided by the total number of minute

Section 6.3 — Reporting (a) Service Provider shall provide Customer with monthly SLA compliance reports within ten (10) business days following the end of each calendar month. Each monthly report shall include, at a minimum: (i) uptime availability for each Node during the applicable month; (ii) a summary of all incidents and outages during the applicable month, including root cause analysis; (iii) a summary of all S

Section 6.4 — Service Credits (a) In the event that Service Provider fails to meet the SLA Target for any Node during any calendar month, Customer shall be entitled to the following tiered Service Credits, calculated on the Monthly Run-Rate of Managed Services Fees (one million two hundred fifty thousand dollars ($1,250,000) per month): (b) Service Credits shall be calculated based on the aggregate network performanc

Section 6.5 — Material Breach for Persistent SLA Failure In the event that Service Provider fails to achieve monthly uptime availability of at least ninety-nine and fifty hundredths percent (99.50%) for any Node for three (3) consecutive calendar months, such failure shall constitute a Material Breach of this Agreement, entitling Customer to terminate this Agreement for cause pursuant to Section 15.2. For the avoidan

Section 6.6 — Annual Service Credit Cap Notwithstanding anything to the contrary in this Article 6, the maximum aggregate Service Credits to which Customer shall be entitled in any Contract Year shall not exceed thirty percent (30%) of the annual Managed Services Fees for such Contract Year, which amount is three million one hundred fifty thousand dollars ($3,150,000), calculated as ten million five hundred thousand

Section 6.7 — Exclusions The SLA commitments and Service Credit provisions set forth in this Article 6 shall not apply to Downtime or service degradation resulting from any of the following: (a) Force Majeure Events, as defined in Section 18.1; (b) Scheduled maintenance performed in accordance with Section 6.2(b); (c) Outages, errors, or service degradation caused by Customer's acts or omissions, including misuse of

Section 7.1 — Fee Structure (a) The Total Contract Value for the Initial Term is seventy-five million dollars ($75,000,000). The Annual Contract Value is fifteen million dollars ($15,000,000) per Contract Year, and the Monthly Run-Rate is one million two hundred fifty thousand dollars ($1,250,000) per month. (b) The Fees are composed of the following components: (c) The detailed pricing schedule, fee structure, payme

Section 7.2 — Most Favored Nation Pricing (a) Service Provider represents and warrants that the per-unit pricing for managed network services under this Agreement (calculated on a per-Node, per-month basis) shall not exceed the lowest per-unit pricing offered by Service Provider to any Comparable Customer during the trailing twelve (12) month period immediately preceding each Contract Year. For purposes of this Secti

Section 7.3 — Invoicing and Payment Terms (a) Service Provider shall invoice Customer monthly in advance on the first business day of each calendar month for the Fees applicable to such month. Each invoice shall be delivered in electronic format and shall include reasonable detail regarding the Fees being invoiced, including a breakdown by fee component (Managed Services Fees, License Fees, and Professional Services

Section 7.4 — Taxes (a) All Fees set forth in this Agreement are exclusive of all applicable taxes, including sales taxes, use taxes, value-added taxes, goods and services taxes, harmonized sales taxes, excise taxes, and any other similar taxes or governmental charges (collectively, "Taxes"). Customer shall be responsible for the payment of all Taxes applicable to the Services and the license granted hereunder, exclu

Section 7.5 — Wind-Down Escrow Deposit (a) Customer shall deposit seven hundred fifty thousand dollars ($750,000) per Contract Year (representing five percent (5%) of the ACV) into an escrow account maintained with Dravello National Bank (the "Escrow Agent") pursuant to the Escrow Agreement. The initial deposit shall be made within ten (10) business days of the Effective Date, and subsequent deposits shall be made on

Section 7.6 — Annual Escalation *[Note to Drafter: ]*

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Mutual Representations and Warranties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) It is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification.

Section 8.2 — Service Provider Representations and Warranties Service Provider hereby represents and warrants to Customer, as of the Effective Date and on a continuing basis during the Term, that: (a) All Services shall be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards and best practices for managed network services, and in conformity with the specificatio

Section 8.3 — Customer Representations and Warranties Customer hereby represents and warrants to Service Provider, as of the Effective Date, that: (a) Customer shall provide reasonable cooperation, access, and information necessary for Service Provider to perform the Services in accordance with this Agreement, including timely provision of Customer Data, access to Customer's premises and network infrastructure, and d

Section 8.4 — Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALI

ARTICLE 9 — CONDITIONS PRECEDENT TO CLOSING

Section 9.1 — Conditions to Customer's Obligations The obligations of Customer to perform under this Agreement shall be subject to the satisfaction (or waiver by Customer) of the following conditions precedent on or prior to the Effective Date: (a) Officer's Certificate. Service Provider shall have delivered to Customer an officer's certificate, executed by Rajiv Sundaram in his capacity as Chief Executive Officer of