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Contract analysis / exhibit-a-statement-of-work.docx
exhibit-a-statement-of-work.docx
High · 3
Medium · 3
Standard · 2
Section 1 — Purpose and Scope Overview
Medium
⚑ Assignment / subcontracting
Section 1 — Purpose and Scope Overview 1.1 This Exhibit A sets forth the detailed description of the Services to be provided by Service Provider to Customer under the Agreement. The purpose of this Statement of Work is to define the full scope, nature, and delivery requirements of such Services, to establish the respective responsibilities of the parties, and to provide the operational framework within which the Serv
Section 2 — Managed WAN Services
High
⚑ Non-compete / exclusivity restraint
Section 2 — Managed WAN Services 2.1 — Description of Managed WAN Services 2.1.1 Service Provider shall provide end-to-end managed wide-area network services connecting Customer's three hundred forty (340) enterprise node locations across North America. The managed WAN services shall encompass the full lifecycle of network service delivery, including provisioning, configuration, monitoring, management, maintenance, t
Section 3 — SD-WAN Deployment and Optimization
Section 3 — SD-WAN Deployment and Optimization 3.1 — Initial SD-WAN Deployment 3.1.1 Service Provider shall design, deploy, and configure SD-WAN technology utilizing the ArcMesh platform v4.2 across all three hundred forty (340) node locations identified in Schedule 1. The SD-WAN deployment is a foundational element of the managed WAN services and is integral to the migration from Customer's legacy MPLS infrastructur
Section 4 — Network Operations Center (NOC) Monitoring
Section 4 — Network Operations Center (NOC) Monitoring 4.1 — 24×7 NOC Coverage 4.1.1 Service Provider shall provide round-the-clock network monitoring and management services twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year (including holidays) through its dedicated Network Operations Center ("NOC") facilities. NOC monitoring is a critical component of the managed
Section 5 — ArcMesh Platform License and Maintenance
High
⚑ Non-compete / exclusivity restraint
Section 5 — ArcMesh Platform License and Maintenance 5.1 — License Grant 5.1.1 Subject to the terms and conditions of the Agreement and this Exhibit A, Service Provider hereby grants to Customer a non-exclusive, non-transferable license to use the ArcMesh network orchestration platform, version 4.2, solely in connection with the managed network services described in this Exhibit A and solely for Customer's internal b
Section 6 — Cybersecurity Monitoring and Incident Response
High
⚑ Indemnity / guarantee obligation
Section 6 — Cybersecurity Monitoring and Incident Response 6.1 — Cybersecurity Monitoring Services 6.1.1 Service Provider shall provide continuous cybersecurity monitoring for the managed network perimeter and infrastructure as part of the Services delivered under this Exhibit A. Cybersecurity monitoring is a critical component of the overall managed WAN services and is designed to protect Customer's network traffic,
Section 7 — Migration from Legacy MPLS Infrastructure
Medium
⚑ Assignment / subcontracting
Section 7 — Migration from Legacy MPLS Infrastructure 7.1 — Background 7.1.1 As of the Effective Date, Customer's North American wide-area network operates on legacy multi-protocol label switching ("MPLS") infrastructure provided by Greystone Halcyon Software ("Prior Vendor"), a Virginia limited liability company headquartered at 8300 Greensboro Drive, Suite 400, McLean, Virginia 22102. Customer's existing MPLS netwo
Section 8 — Quarterly Network Performance Reviews
Section 8 — Quarterly Network Performance Reviews 8.1 — Review Cadence 8.1.1 Service Provider shall conduct quarterly network performance reviews with Customer, commencing in the first full calendar quarter following the Effective Date. For the avoidance of doubt, the first quarterly review shall cover the period from the Effective Date through the end of the first full calendar quarter (i.e., the quarter ending Sept
Section 9 — Dedicated Service Delivery Manager
Medium
⚑ Assignment / subcontracting
Section 9 — Dedicated Service Delivery Manager 9.1 — Assignment 9.1.1 Service Provider shall assign a dedicated Service Delivery Manager ("SDM") to the Customer account for the entire duration of the Agreement, including any renewal terms. The SDM shall be a senior-level professional with substantial experience in managed network services and customer relationship management. 9.1.2 The SDM shall serve as Customer's p
Section 10 — Change Order Procedures
Standard
⚑ Commercial term
Section 10 — Change Order Procedures 10.1 — Scope Changes 10.1.1 The parties acknowledge that the scope of Services described in this Exhibit A may require modification during the term of the Agreement to address evolving business requirements, technological changes, or other circumstances. Any changes to the scope of Services described in this Exhibit A shall be implemented through a written change order signed by a
Section 11 — Professional Services
Standard
⚑ Commercial term
Section 11 — Professional Services 11.1 — Scope of Professional Services 11.1.1 In addition to the managed WAN services, SD-WAN deployment, NOC monitoring, and cybersecurity services described in the preceding sections, Service Provider shall provide professional services in connection with the implementation, migration, and ongoing optimization of Customer's managed network. Professional services complement the core
Section 12 — Customer Responsibilities
Section 12 — Customer Responsibilities 12.1 — Customer Obligations 12.1.1 Customer acknowledges that the successful delivery of the Services described in this Exhibit A requires the active cooperation and participation of Customer. Customer shall fulfill the following obligations in support of Service Provider's performance: (a) Access and Connectivity — Customer shall provide Service Provider with reasonable access