Port consulting sow001

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Telecom Corp PSS Suite Port to Solaris 10 Statement of Work

Table of Contents1 Project Description ...................................................................................................................................................................... 4

1.1 General ............................................................................................................................................................................... 4 1.2 Exceptions to Single Codebase Requirement .................................................................................................................. 4 1.3 Project Phases ................................................................................................................................................................... 4

2 Scope of Work ............................................................................................................................................................................. 6 2.1 Introduction ......................................................................................................................................................................... 6 2.2 Baseline System Definition ................................................................................................................................................ 6 2.3 Baseline System Acceptance by Consulting Corp ........................................................................................................... 6 2.4 The Port .............................................................................................................................................................................. 6 2.5 Test Porting and Execution................................................................................................................................................ 7 2.6 Changes in PSS Functionality ........................................................................................................................................... 7 2.7 Java Version....................................................................................................................................................................... 8 2.8 3rd Party and Open Source Dependencies ....................................................................................................................... 8 2.9 Telecom Corp Modifications to the PSS ........................................................................................................................... 9 2.10 The Optional Integration Phase....................................................................................................................................... 9 2.11 Software Installation......................................................................................................................................................... 9 2.12 Software Patches ............................................................................................................................................................. 9 2.13 Build Support .................................................................................................................................................................. 10 2.14 Assumptions ................................................................................................................................................................... 10

3 Project Deliverables .................................................................................................................................................................. 11 3.1 Components of the Ported, Interim and Updated System Deliverables ....................................................................... 11 3.2 Transfer of Information Workshop................................................................................................................................... 11 3.3 Delivery Mechanism......................................................................................................................................................... 11 3.4 Additional Training ........................................................................................................................................................... 11

4 Additional Terms and Conditions ............................................................................................................................................. 12 4.1 Intellectual Property ......................................................................................................................................................... 12

5 Dependencies from Telecom Corp .......................................................................................................................................... 13 5.1 Telecom Corp Project Manager, Technical Lead and Engineering Support Team...................................................... 13 5.2 Tools, Hardware, Software and Technical Documentation............................................................................................ 13 5.3 Telecom Corp Information ............................................................................................................................................... 13 5.4 Consulting Corp Software Products ................................................................................................................................ 13 5.5 Schedule Estimates ......................................................................................................................................................... 14 5.6 Baseline System, Documentation and Support.............................................................................................................. 14 5.7 Updated System, Documentation and Support .............................................................................................................. 14 5.8 Response Requirements ................................................................................................................................................. 14

6 Project Management ................................................................................................................................................................. 15 6.1 Project Change Control.................................................................................................................................................... 15 6.2 Telecom Corp Roles and Responsibilities ...................................................................................................................... 15 6.3 Consulting Corp Roles and Responsibilities................................................................................................................... 15 6.4 The Project Steering Committee ..................................................................................................................................... 16 6.5 Project Status Tracking.................................................................................................................................................... 16

7 Project Milestones and Acceptance Criteria............................................................................................................................ 17 7.1 General ............................................................................................................................................................................. 17 7.2 Major Milestones .............................................................................................................................................................. 17 7.3 Pre-Acceptance Qualification By Consulting Corp......................................................................................................... 17 7.4 Acceptance Testing By Telecom Corp............................................................................................................................ 18 7.5 Discrepancy Reports........................................................................................................................................................ 18 7.6 Formal and Automatic Acceptance ................................................................................................................................. 18

8 Warranty and Maintenance....................................................................................................................................................... 20 8.1 Warranty ........................................................................................................................................................................... 20 8.2 Maintenance ..................................................................................................................................................................... 20 8.3 Maintenance and Support of the Interim System ........................................................................................................... 20

9 Exhibit-A – Baseline System .................................................................................................................................................... 21 9.1 3rd Party Products and Systems ...................................................................................................................................... 21

9.1.1 Products Used........................................................................................................................................................................... 9.2 Required Licenses for 3rd Party Software ....................................................................................................................... 22 9.3 Linux Build Results........................................................................................................................................................... 22 9.4 Linux Test Results............................................................................................................................................................ 23 9.5 Baseline Codebase.......................................................................................................................................................... 23 9.6 Binary Distribution ............................................................................................................................................................ 23 9.7 Documentation ................................................................................................................................................................. 23 9.8 Baseline System Test ...................................................................................................................................................... 23

9.8.1 Binary Distribution Test.............................................................................................................................................................

9.8.2 Baseline Codebase Test........................................................................................................................................................... 10 Exhibit-B – Ported System...................................................................................................................................................... 25

10.1 3rd Party Software........................................................................................................................................................... 25 10.2 Linux, Solaris 10 for SPARC and Solaris 10 for x64 Build Results............................................................................. 25 10.3 Linux, Solaris 10 for SPARC and Solaris 10 for x64 Unit, System and Performance Test Results.......................... 25 10.4 Ported Codebase ........................................................................................................................................................... 25 10.5 Binary Distributions ........................................................................................................................................................ 25 10.6 Documentation ............................................................................................................................................................... 26 10.7 Ported System Test........................................................................................................................................................ 26

10.7.1 Binary Distribution Test........................................................................................................................................................... 10.7.2 Ported Codebase Test............................................................................................................................................................

10.8 Ported System Acceptance by Telecom Corp.............................................................................................................. 27 11 Exhibit-C - Interim System...................................................................................................................................................... 28 12 Exhibit-C: PSS Testing Platforms .......................................................................................................................................... 29

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1 Project Description 1.1 General The Telecom Corp PSS Suite is a system that currently runs on Red Hat Linux Release 4 Update 3. The goals of the Project are:

1. To modify the PSS Baseline Codebase to enable it to compile and run on Sun Solaris 10 11/06 or later, on SPARC and x64 distributions, including the Websphere Application Server 6.0.2 suite.

2. To release this version as an Interim Release to satisfy the market demand for a Solaris based PSS as soon as possible.

3. To further modify the PSS codebase to enable it to use the Consulting Corp Jazz suite, 2005Q4 or later. 4. Optionally integrate these changes back into the Updated Codebase as defined in section 2.10 , “The

Optional Integration Phase“, below. This Statement of Work (“SOW”) elaborates on the requirements and phases of the Project by defining the scope, deliverables between the parties, acceptance and support procedures and other dependencies. Further details of the project schedule and work breakdown are provided in the Preliminary Project Plan (ref. 2), and will be finalized as part of milestone #4, as detailed in section 7.2 , “Major Milestones“. Under this SOW, Consulting Corp and Telecom Corp will port the Telecom Corp PSS first to Solaris then to Consulting Corp HAR. These ports will include:

1. Faithfully reproduce the features and functionality of the Linux version of PSS on Solaris 10 where practical. Exceptions to be documented and handled through process defined in section 2.6 , “Changes in PSS Functionality“, below.

2. Modifications for the Solaris port should integrate with the Linux PSS source codebase such that one codebase can be maintained within the limitations described in section 1.2 , “Exceptions to Single Codebase Requirement“, below.

3. The performance of the PSS running on Solaris should be similar to the same version of the PSS running on Linux.

1.2 Exceptions to Single Codebase Requirement Where necessary, it will be acceptable that functionality that is present in one file will be duplicated in another file. For example, for the HAR based implementation, it is known that all JACL files will need to be rewritten as Perl or shell scripts, and that both the new files and the old files performing essentially the same function for Linux and Solaris respectively, will need to coexist in the codebase.

1.3 Project Phases

The project is composed of the following distinct phases:

1. Project Kickoff: the delivery to Consulting Corp premises of the Baseline System as described in section 6.6. “Baseline System, Documentation and Support” below and its acceptance by Consulting Corp per section 3.3, “Baseline System Acceptance by Consulting Corp“, below, including the establishment of the Reference Results.

2. Interim Coding Phase, which involves duplicating the Linux environment on Solaris by the implementation of the code changes on the Baseline Codebase to get the PSS to compile and execute Unit Tests on Solaris 10 for SPARC and Solaris 10 for x64 using WebSphere 6.0.2 (“WAS”).

Note that while it is expected that the codebase will compile and the unit tests will run following this phase, it is not expected that all the unit tests will successfully complete.

3. Interim Debug and Test Phase, which will include stabilizing and testing the Interim PSS version on Solaris 10 and ensure it is functionally compatible with the Linux based PSS to the extent practical. This involves refining the port so that the Unit, System and Performance tests will run successfully and the system will provide as near a functional replication of the Linux based PSS on Solaris 10 for SPARC and Solaris 10 for x64 as practical.

4. Interim Delivery Phase: Delivery of the Interim System, based on Websphere to Telecom Corp and its acceptance through the execution of the Acceptance Procedures as proof of the Port.

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5. Port Coding Phase, which involves modifying the PSS to use the Jazz 2005 Q4 or later components (Application Server, Web Server, Directory Server and other components as applicable) in place of WebSphere 6.0.2 (“WAS”).

Note that while it is expected that the codebase will compile and the unit tests will run following this phase, it is not expected that all the unit tests will successfully complete.

6. Port Debug and Test Phase that will include stabilizing and testing the ported PSS on Solaris 10 and ensure it is functionally compatible with the Linux based PSS to the extent practical. This involves refining the port so that the Unit, System and Performance tests will run successfully and the system will provide as near a functional replication of the Linux based PSS on Solaris 10 for SPARC and Solaris 10 for x64 as practical.

7. Port Delivery Phase: Delivery of the Ported System to Telecom Corp and its acceptance through the execution of the Acceptance Procedures as proof of the Port.

8. Transfer of Information Workshop (“TOI”): presents to Telecom Corp the modifications required for performing the port in advance of engaging in a collaborative integration effort.

9. Optional Integration Phase: This phase will provide upgrades to the then current version of the PSS with the changes required for Solaris and Consulting Corp HAR. This phase will be carried out on a Times and Materials basis.

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2 Scope of Work 2.1 Introduction This section defines the work that will be performed during the phases of the project defined in section 1.3 above.

2.2 Baseline System Definition To allow Telecom Corp to continue to develop the PSS while Consulting Corp is performing this port, Consulting Corp will work on a static version of the PSS. This version is defined as the “Baseline Codebase” of PSS source code running on Linux, as supplied by Telecom Corp at the project kick-off as part of the “Baseline System”. See section 9 , “Exhibit-A – Baseline System“ for the complete definition of the Baseline System. This version is based on Linux, WAS and Oracle and includes all the relevant unit and system tests used by Telecom Corp in the development and testing of PSS. This codebase without the test software consists of: 1. Approximately 4 million lines of C++ code 2. Approximately 3 million lines of Java code 3. rpm, shell, Perl, and Python scripts, XML files and other scripts and text files. 4. Approximately 38 3rd party and Open Source programs and products. Telecom Corp will include with the sources a set of binaries produced from the Baseline Codebase that can be installed on Linux and a set of test results generated by executing the tests on these same binaries. This matching set of source code, binaries, and test results, to be known as the “Baseline System”, will provide a functional definition of the PSS that will be used as a base-line reference for this project. Telecom Corp will provide the operating systems and tools needed to build the Baseline System in addition to scripts and Makefiles that will enable the automatic build and installation of the Baseline System in Consulting Corp's lab on Linux.

2.3 Baseline System Acceptance by Consulting Corp The Baseline System will be accepted by Consulting Corp when all of the elements of the Baseline System are accepted, as described in section 9 , “Exhibit-A – Baseline System“. The acceptance of the Baseline System is a fundamental pre-requisite to the commencement of the Project.

Once the Baseline System is accepted, the Linux Unit, System and Performance Test Results described in section 9.4 , “Linux Test Results“, below, will become the “Reference Results” that will be used for the purpose of acceptance by Telecom Corp of the Project when the Solaris 10 for SPARC and Solaris 10 for x64 versions of the PSS are delivered to Telecom Corp in the form of the Interim System (milestone #6) and Ported System (milestone #10), as described in section 7.2 , “Major Milestones“, below. Consulting Corp's obligation to produce matching test results by the Solaris versions of the PSS will be limited to matching the Reference Results as established here, along with any exemptions as described in section 2.5 , “Test Porting and Execution“, below. Consulting Corp is only required to port those files that were compiled (where applicable) during this build and/or installed and/or executed as part of performing this Baseline System acceptance.

2.4 The Port

As detailed in section 1.3 , “Project Phases“, above, and further detailed in the Preliminary Project Plan the execution of the Port will consist of seven phases.

1. Project Kick-off 2. Interim Coding Phase 3. Interim Debug and Test Phase 4. Interim System Delivery Phase 5. Port Coding Phase 6. Port Debug and Test Phase 7. Ported System Delivery Phase

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As described, Consulting Corp will deliver the Interim System, Ported System and the optional Updated System to Telecom Corp. The Interim System and Ported System for the purpose of concluding the Fixed Price portion of this Project and the optional Updated System to provide Telecom Corp with a fully functional and current PSS product in line with its mainstream development.

2.5 Test Porting and Execution Consulting Corp will port the Performance, Unit and System tests to run on Solaris. This may include minor modifications to the test code that will not affect the test code functionality. Consulting Corp will in no case modify a test such that its ability to test the functionality of the PSS is impaired or returns a result that differs from the result returned by its execution on the Baseline System upon its success or failure, as the case may be. Tests which have clear Linux, hardware architecture, or, for the Ported System, WAS dependencies or that require major modification may be deemed non-portable and will be exempt from acceptance testing according to the following process:

1. If Consulting Corp is unable to port the test to Solaris due to the absence of equivalent functionality on Solaris and/or Consulting Corp HAR, Consulting Corp will notify Telecom Corp of this in writing giving sufficient justification for the categorization of the test as non-portable.

2. Telecom Corp will have ten business days to contest this finding and suggest an alternative porting approach.

3. If Telecom Corp does not contest the non-portable assertion within the period provided then the test will be deemed exempt from use during the acceptance testing phases.

The owners of this process and the recipients of the correspondence associated with it will be the Consulting Corp and Telecom Corp Technical Leads. For each of the tests deemed non-portable under this section, Consulting Corp will write a new test that tests equivalent or similar functionality if such functionality exists in the Interim System and/or Ported System. These new tests, as noted above, will be exempt from consideration for the purpose of Acceptance and are provided to help ensure that the test coverage of the Interim System and Ported System is similar to that of the Baseline System. This principle will be optionally applied to the Updated System on a Times and Materials basis. If the number of exempt tests is greater than or equal to 33% of the total number of tests, the Acceptance Testing method described in section 10 , “Exhibit-B – Ported System“, below, will no longer be acceptable as proof of the port. In this case, a Project Change Procedure, as described in section 6.1 , “Project Change Control“, below, will be carried out to define the new acceptance process for the port. Consulting Corp will run the automatic tests at regular intervals throughout its development process, and will submit its tests results with a list of any exemptions upon the deliveries of each of the Interim System and Ported System. See section 10 , “Exhibit-B – Ported System“, below, for further details. The PSS Tests that are dependent on Linux Cluster or WAS will be ported to use equivalent functionality on Consulting Corp and, for the Ported System only, Consulting Corp HAR where practical. Tests that cannot be replicated on Solaris and CONSULTING CORP HAR will not be ported. All tests in this category will be defined non-portable per the above process. Manual testing may be carried out at Consulting Corp's discretion as part of the “Interim Debug and Test” and “Port Debug and Test” phases, described in section 1.3 , “Project Phases“ above. To clarify - the execution of the Manual Testing procedures defined by Telecom Corp are not within the scope of the SOW and are not part of the Acceptance Criteria. If required, their addition to the scope of the Project will be handled per the Project Change Request as described in section 6.1 , “Project Change Control“, below,

2.6 Changes in PSS Functionality Consulting Corp will make commercially reasonable efforts to ensure that the Interim System and Ported System are functionally identical to the Baseline System. However, it is clear that this will not be possible in all cases. One example of this, for the Ported System, is the Application Server Console, which is dependent on the specific Application Server being administered. In the Baseline and Interim Systems this is WebSphere and in the Ported System it will be Consulting Corp Java System Application Server. In this case, and in others similar to it, the following process will be carried out to define the functional changes as necessary:

1. Consulting Corp will provide the Telecom Corp Project Manager with a Functional Change Notification.

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This Notification will document the following:

1. The nature of the proposed functional change 2. The end user visible changes to the system 3. The changes to the system that are not visible to the end user 4. The technical justification for the change 5. The proposed new user visible functionality 6. The proposed new functionality that is not visible to the end user

2. Telecom Corp will have ten business days to contest this finding and/or suggest an alternative approach

and/or request further discussion and/or clarification of the need for the change and the details of the proposed change. The Consulting Corp and Telecom Corp Technical Leads will meet on the phone or in person to discuss the needed change and to arrive at an agreed resolution to the need for the change.

3. If Telecom Corp does not contest the assertion that there is a need for a functional change and the proposed nature of the change within the period provided then the change would be deemed accepted by Telecom Corp.

The owners of this process and the recipients of the correspondence associated with it will be the Consulting Corp and Telecom Corp Technical Leads.

2.7 Java Version The Interim Release of the port of Telecom Corp PSS to Solaris 10 will target WebSphere Application Server (WAS) 6.0.2. As with the Linux version of WAS 6.0.2, the Solaris version (SPARC and x64) runs on JDK1.4.2. Because of this, the Interim Release will only target JDK1.4.2 and any considerations around a move to Java SE 5 (JDK1.5.0) will be deferred for the implementation of the Ported System. Note that changing to Java SE 5 may require a Project Change Request as described in section 6.1 , “Project Change Control“, below, with the possible increase in the price of the project associated with it.

2.8 3rd Party and Open Source Dependencies Telecom Corp will provide all the 3rd party and Open Source software components and products needed to build, install, execute and test the PSS. The versions provided will be as detailed in section 9 , “Exhibit-A – Baseline System“, below. Consulting Corp acknowledges that the versions detailed section 9 may differ from the versions actually provided with the Baseline System upon it's delivery in the project kickoff. However, given that Consulting Corp has carried out testing of the current list of 3rd party products which uncovered no significant issues, if further testing of the updated products at the project kickoff uncovers issues that require an increased effort by Consulting Corp, Consulting Corp reserves the right to require a Project Change Request as described in section 6.1 , “Project Change Control“, below, with the possible increase in the price of the project associated with it. Upon providing the Updated Codebase for the optional Integration Phase, Telecom Corp will provide any updated versions of 3rd party and Open Source software products required. Consulting Corp will attempt to use the 3rd party components and products provided by Telecom Corp for the Port. However, if these versions have not been ported and/or are not supported on Solaris 10 for SPARC and/or Solaris 10 for x64, Consulting Corp will use other versions that are more suitable, after obtaining the prior consent of Telecom Corp in writing. Where possible, Consulting Corp wishes to use the versions of the 3rd party software that are bundled with Solaris 10. These include but are not limited to the following:

1. Perl 5.8.4 (note: this will be used for installation purpose only. Perl 5.8.8 will be used for the actual PSS runtime functionality).

2. Net-SNMP (formerly UCB-SNMP) 5.0.9 (or later) Given that the specific version bundled with Solaris 10 changes from time to time, as newer versions of Solaris 10 are released and the specific versions mentioned above may differ from the version used in the delivery of the Interim System and Ported System. Where possible, Consulting Corp wishes to use the versions of the 3rd party Open Source software that are supported and/or released on Solaris 10. These include but are not limited to the following:

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1. LibcURL 7.15.2 (or later)

2.9 Telecom Corp Modifications to the PSS Telecom Corp is expected to continue to develop the PSS following the delivery of the Baseline System to Consulting Corp and while Consulting Corp is carrying out the Port. Consulting Corp will incorporate any changes provided by Telecom Corp at its own discretion. The optional Integration Phase discussed below provides for updating the Solaris version to the latest version of the PSS.

2.10 The Optional Integration Phase

Due to the fact that Telecom Corp will continue the development of the PSS while Consulting Corp is carrying out the Port, once the ports are accepted by Telecom Corp in milestone #11, as detailed in section 7.2 , “Major Milestones“, below, they will no longer reflect the then current state of the Updated PSS. Bringing the Solaris version of the PSS in line with the then current state of the Updated PSS will require the porting of the Updated Codebase to Solaris through the reapplication of the changes made by Consulting Corp to the Baseline Codebase on the Updated Codebase and the resolution of any additional portability issues that may have been added. Given that the content or extent of the changes between the Baseline Codebase and the Updated Codebase is not known, the execution by Consulting Corp of this phase will be carried out on a Time and Materials basis. The acceptance of the Updated System, the execution of the Integration Phase and the delivery of the Updated Ported System to Telecom Corp can be carried out using essentially the same process as that carried out for the Baseline System. Several ideas for improving the integration process will be presented at the TOI (see 3.2 , “Transfer of Information Workshop“). These ideas include:

1. Incremental Integration of subsystems, build scripts and system tests. 2. Using tools like Consulting Corp's “sync” for frequent updates of very large source bases via firewall

friendly ftp transfers. 3. Coordinate modification by Consulting Corp of subsystems under intensive development by Telecom

Corp. 4. On-site integration assistance. 5. Customization to better support side-by-side Solaris and Linux builds and installs.

2.11 Software Installation Consulting Corp will package the Telecom Corp PSS for installation on Solaris using the Solaris PKG format. At the time of writing, Telecom Corp has not presented an installation methodology that would be suitable for a production environment and thus, it is only possible to test the Consulting Corp generated packages in a test environment provided by Telecom Corp in its initial PSS evaluation deliveries to Consulting Corp and target them for such an environment.

These packages will be production versions of the ported software tested in a test-environment. They may be suited for a runtime environment with no change. Once the requirements for a runtime environment have been defined by Telecom Corp, it will be possible, through the Project Change Procedure, as described in section 6.1 , “Project Change Control“, below, to modify the installation procedure as required, These packages will be built from PKG specifications generated automatically, with some modification, from Telecom Corp's XML specification files using Telecom Corp's cpan2pkg and create_pkg scripts.

Basic support will be provided for Solaris 10 requirement to support the “SMF” and “Zones” features.

2.12 Software Patches Consulting Corp will apply patches to the Consulting Corp software used in the context of the Port, including but not limited to Solaris, Consulting Corp HAR, Consulting Corp Cluster, Consulting Corp Studio and Netbeans, if used. The list of patches applied will be provided to Telecom Corp together with the appropriate deliverables. Resolving other deficiencies and/or defects in the any of the Consulting Corp software products that are used in the context of the Port, which are not resolved by released patches are excluded from this SOW. If there are deficiencies or malfunctions for which a fix has not been released, Consulting Corp will work around this problem and not attempt to fix it.

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Consulting Corp will ensure that all relevant patches are applied to the products Consulting Corp provides as part of the Project Deliverables and/or Consulting Corp will provide Telecom Corp with a definitive list of released patches that need to be applied to these products.

2.13 Build Support Consulting Corp will modify and extend the PSS build scripts to allow for the generation of Solaris 10 for SPARC and Solaris 10 for x64 installable test binaries on Solaris 10 for SPARC and Solaris 10 for x64 systems ("native build") in a test environment. Consulting Corp will preserve the ability to build Linux binaries on a Linux system but will not provide any "cross build" capability, i.e., building Linux binaries on Solaris.

2.14 Assumptions 1. Reporting or resolution of non-porting related defects in the PSS are not part of this SOW 2. Feature or performance enhancements are not part of this SOW 3. New localization or internationalization is not part of this SOW. To clarify, localization and

internationalization features that are part of the existing PSS functionality will be ported to the Solaris 10 equivalent features.

4. All the 3rd party products used in the PSS are listed in section 9 , “Exhibit-A – Baseline System“ below and no others are needed. In case of changes, a Project Change Request may be required.

5. Oracle clustering is not included in any form in this SOW. For development and testing purposes, Consulting Corp will use a non-clustered Oracle configuration.

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3 Project Deliverables

1. Upon completion of the Interim Port, the Interim System as described in section 11 , “Exhibit-C - Interim System“, below will be provided to Telecom Corp.

2. Upon completion of the full Port, the Ported System as described in section 10 , “Exhibit-B – Ported System“, below will be provided to Telecom Corp.

3. Following the delivery of the Ported System, the Transfer of Information Workshop will be delivered.

4. Upon completion of the optional Updated Port, the Ported System as described in section 10 , “Exhibit-B – Ported System“, below, will be provided to Telecom Corp with changes required for the Updated System.

5. The provisioning of a second Transfer of Information Workshop will depend on the request of Telecom Corp and will be charged for separately on a Times and Materials basis.

3.1 Components of the Ported, Interim and Updated System Deliverables See section 7 , “Project Milestones and Acceptance Criteria“, below, and in section 10 , “Exhibit-B – Ported System“, below, for details of the deliverables in the Interim System, Ported System and Updated Ported System and the details of their acceptance process.

3.2 Transfer of Information Workshop Consulting Corp will present the results of the Port at a facility specified by Telecom Corp on a mutually agreed upon date and time. A three-day duration is planned. Following is the proposed agenda:

1. Introduction 2. Port Overview 3. Changes to PSS Subsystems 4. Testing Modifications 5. Solaris Installation 6. Consulting Corp HAR Upgrade Overview 7. PM 8. FM 9. Common Services 10. MOF 11. Webscripting 12. Defra and AC 13. Consulting Corp HAR Upgrade Testing Issues 14. Consulting Corp HAR Installation Modifications 15. Suggested Enhancements 16. Cluster Implementation 17. Integration methods

3.3 Delivery Mechanism Consulting Corp will make all product deliveries in compressed and encrypted machine-readable form via ftp transfers to an ftp server specified by Telecom Corp. DVD distributions will be provided for the formal deliveries for acceptance of the Interim System, Ported System and Updated System, as applicable.

3.4 Additional Training To facilitate Telecom Corp's ability to independently maintain and continue to develop the Ported System or the Update System, as the case may be, it is recommended that Telecom Corp personnel attend courses in the development and administration of Solaris, Consulting Corp Jazz and Consulting Corp Cluster, preferably in preparation for the TOI Workshop. These courses are not part of this SOW, and can be provided by Consulting Corp at additional cost to Telecom Corp, if Telecom Corp chooses to purchase them.

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4 Additional Terms and Conditions 4.1 Intellectual Property The ownership of the Deliverables of the Project will be per the additions to section 4.d. of the Project Order defined in section 14 “Exhibit-D: Modifications, Additions and Markings to Project Order“ (removed). This section in the Project Order refers to section 12.3.3 of the Agreement, “Consulting Corp Owned Materials”, which details in full the licensing terms for the use by Telecom Corp of the Consulting Corp Owned Materials. In addition, each party understands that the other party may develop or receive information similar to the confidential information of the other party. Subject to copyrights and patent rights of each party, (i) either party may develop or acquire technology or products, for itself or others, that are similar to or competitive with the technology or products of the disclosing party, and (ii) each party is free to use and disclose information which may be retained in the unaided memory of the receiving party's employees or contractors who have had access to the confidential information of the other party disclosed hereunder.

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5 Dependencies from Telecom Corp Consulting Corp will rely on the following Telecom Corp obligations, representations, assumptions and dependencies, together with those stated elsewhere in this SOW, in performing the Project. Should any of these obligations, representations, assumptions and dependencies prove incorrect or incomplete or should Telecom Corp fail to comply with any of these Obligations set forth in this SOW, Consulting Corp reserves the right to modify the price and/or scope and/or schedule of the Services.

5.1 Telecom Corp Project Manager, Technical Lead and Engineering Support Team As stated in section 4.2 of the Agreement, Telecom Corp will appoint a "Project Manager" who will act as the principle point of contact for Consulting Corp. Furthermore, Telecom Corp will appoint a “Technical Lead” who be responsible for the timely and full resolution of issues a technical nature. Furthermore, Telecom Corp will allocate an "Engineering Support Team" to work with Consulting Corp engineers where so stated in this SOW. Telecom Corp will make the Project Manager and the Engineering Team available immediately from the Project Start Date. Telecom Corp's engineering team shall consist of experts with adequate engineering knowledge of the Telecom Corp PSS system. See section 6.2 , “Telecom Corp Roles and Responsibilities“, below for further details of these functions.

5.2 Tools, Hardware, Software and Technical Documentation As stated in section 3.2 of the Agreement, Telecom Corp will deliver and acquire sufficient license rights, at Telecom Corp's expense, with respect to all required tools, software, support, technical documentation and hardware needed for the Service as required by Consulting Corp including all costs of shipping, customs clearance and arrangement, consolidation and service for its delivery and return. This includes but is not limited to:

1. Appropriate rights and licenses to enable Consulting Corp to use, modify and create derivative works, as appropriate, of any third party software as detailed in section 9 , “Exhibit-A – Baseline System“, below.

2. PSS testing hardware platforms as detailed in section 12 , “Exhibit-C: PSS Testing Platforms“, below.

3. Support for the appropriate versions of TAO and JacORB from Prism Tech for Solaris 10 for SPARC and Solaris 10 for x64, including the funding of the port to Solaris 10 x64 and ensure that these are delivered within the time constraints of the porting project itself.

All items purchased by Telecom Corp for this purpose will be returned to Telecom Corp upon the later of the following:

1. Expiration of the Warranty as detailed in section 8.1 , “Warranty“, below.

2. Following the delivery and acceptance of the Updated System.

3. Upon notification in writing by Telecom Corp to Consulting Corp that it no longer requires support or maintenance for the Ported Systems whether as part of the Warranty or on a Times and Materials basis.

5.3 Telecom Corp Information Telecom Corp will provide timely access to information and staff as appropriate, in order to assist Consulting Corp in the delivery of the Services.

5.4 Consulting Corp Software Products Telecom Corp agrees to maintain in effect applicable Consulting Corp licenses and agreements for the Consulting Corp Jazz and Consulting Corp Cluster per the OEM Distribution Attachment to the OEM Purchase Agreement or per other applicable licensing arrangements as needed. Telecom Corp also agrees to execute, prior to the commencement of Services, any other applicable license or agreement for these and other Consulting Corp technologies for which Services will be provided per the OEM

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Purchase Agreement or per other applicable licensing agreements as needed. Telecom Corp further agrees to pay any standard fees associated with all such technologies per the OEM Purchase Agreement or per other applicable licensing agreements as needed. Note that all relevant HAR components are licensed free for development use.

5.5 Schedule Estimates Telecom Corp agrees and acknowledges that any schedule estimates for the Services represent Consulting Corp's best technical judgment based on the current information available at the time that this SOW is signed. The actual duration of the Services may vary and Telecom Corp acknowledges that Consulting Corp shall have no liability to Telecom Corp in the event that Consulting Corp delivers an item past the scheduled delivery date as long as Consulting Corp is acting in a commercially reasonable manner.

5.6 Baseline System, Documentation and Support At the start of the project, Telecom Corp will provide:

1. The Baseline System as described in section 9 , “Exhibit-A – Baseline System“ below.

2. One or more experts on-site at a facility specified by Consulting Corp to support the successful build, install and testing of the Baseline Codebase and the install and testing of the Binary Distribution on Linux. This support will be provided at the start of the project until the successful build, install and testing of the Baseline Codebase and Binary Distribution on Linux on the appropriate Test Platform.

5.7 Updated System, Documentation and Support At the start of the optional Integration Phase, Telecom Corp will provide:

1. The Updated System which will be comprised of the same components as the Baseline System as described in section 9 , “Exhibit-A – Baseline System“ below with the changes to 3rd party software and licenses, installation media, build and test results, codebase, binary distribution and documentation as derived from the changes made by Telecom Corp to the PSS. This updated Baseline System will comprise the Updated System.

2. One or more experts on-site at a facility specified by Consulting Corp to support the successful build,

install and testing of the Updated Codebase and the install and testing of the Updated Binary Distribution on Linux. This support will be provided at the start of the Integration Phase until the successful build, install and testing of the Updated Codebase and Updated Binary Distribution on Linux. Following this, technical support for the further building and testing of the system on Linux via email or telephone will be provided at Consulting Corp's request. Response to all technical questions with three business days and resolution within 10 business days is required.

Upon delivery of the Updated System Consulting Corp will carry out the same process as described in section 9 , “Exhibit-A – Baseline System“ for the Updated System and thus generate Updated Reference Results to be used for the Integration Phase in a fashion analogous to the use of the Reference Results for the initial porting of the PSS. Note that the procedures and deliverables of the Integration Phase, including the requirements of this section are subject to change by the mutual agreement of both parties based upon presentations and discussions at the TOI (see 3.2 , “Transfer of Information Workshop“).

5.8 Response Requirements Any delays in resolving a technical question, obtaining required source code or build assistance in excess of the limitations provided here can result in a day-for-day slip of the schedule.

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6 Project Management 6.1 Project Change Control Any requested variance from the SOW or Project Plans will be Subject to section 5., “Change Procedure” of the Agreement.

6.2 Telecom Corp Roles and Responsibilities Telecom Corp Project Manager: As stated in section 5.1 , “Telecom Corp Project Manager, Technical Lead and Engineering Support Team“, above, Telecom Corp will appoint a Project Manager as the main point of contact for all administration issues associated with this project. This will include but not limited to:

1. Approval of travel 2. Approval of milestones 3. Approval for Time and Materials invoices 4. Approval of and/or initiation of Change Requests per section 5., “Change Procedure” of the Agreement. 5. All other administrative matters related to the Project

Telecom Corp Technical Lead: Telecom Corp will appoint a Project Technical Lead as the main point of contact for all technical issues associated with the project. This person's responsibilities will include but are not limited to:

1. Coordination of the development process 2. Provision of contact to Telecom Corp engineers and experts for support per section 5.1 , “Telecom Corp

Project Manager, Technical Lead and Engineering Support Team“, above. 3. Approval of all technical issues where Telecom Corp's approval is required (e.g., versions of 3rd party

products used, test exemption, etc.) 4. Provision of Baseline System and coordination of support for its Acceptance by Consulting Corp, per

section 5.6 , “Baseline System, Documentation and Support“, above. 5. Execution of acceptance process of the project deliverables per section 7.4 , “Acceptance Testing By

Telecom Corp“, below, and provision of Discrepancy Reports per section 7.5 , “Discrepancy Reports“, above.

6. All other technical matters related to the Project Telecom Corp Engineering Support Team: Telecom Corp will appoint an Engineering Support Team comprised of experts in the PSS implementation. This team's responsibilities will include:

1. Provide technical support to the Consulting Corp engineering team for the Baseline System of the PSS. 2. Respond to technical questions on the PSS implementation as needed. 3. Provide architectural and implementation guidance to the Consulting Corp engineers on an as needed

basis to help facilitate the port. The Engineering Support team will be directly contacted, when needed, by Consulting Corp engineers. The Technical Leads from both Telecom Corp and Consulting Corp will be copied on the correspondence. They will respond within 1 business day, and endeavour to provide detailed answers in writing or in a conference call within 3 business days. Telecom Corp Testing Support Contact: Telecom Corp will appoint a Testing Support Contact who will be knowledgeable of the testing tools, methodologies, procedures and code of the PSS. This person will be responsible for supporting the Consulting Corp testing and quality assurance personnel in implementing and executing the Unit, System, Manuel and Performance tests and interpreting their results.

Telecom Corp Interim Support Contact: Telecom Corp will appoint a primary point of contact for the escalation of support issues from the Telecom Corp field for the Interim System. For details of this person's responsibilities see Telecom Corp PSS Suite Port to Solaris 10 Interim Maintenance Proposal.

6.3 Consulting Corp Roles and Responsibilities Consulting Corp Project Manager: Consulting Corp will appoint a Project Manager as the main point of contact for all administration issues associated with this project. This will include but not limited to:

1. Submission of Travel Requests 2. Coordination of the submission of milestones 3. Submission of Time and Materials invoices

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4. Approval of and/or initiation of Change Requests per section 5., “Change Procedure” of the Agreement 5. All other administrative matters related to the Project

Consulting Corp Technical Lead: Consulting Corp will appoint a Project Technical Lead as the main point of contact for all technical issues associated with the project. This person's responsibilities will include but are not limited to:

1. Coordination of the development process 2. Provision of contact to Consulting Corp engineers for support per section 8.1 , “Warranty“, below. 3. Approval of all technical issues where Consulting Corp's approval is required (e.g., versions of 3rd party

products used, test exemption, etc.) 4. Execution of acceptance process of Baseline System by Consulting Corp per section 2.3 , “Baseline

System Acceptance by Consulting Corp“, above. 5. All other technical matters related to the Project

Consulting Corp Support Contact for the Interim Release: Consulting Corp will appoint a primary point of contact for the escalation of support issues from the Telecom Corp field for the Interim System. For details of this person's responsibilities see Telecom Corp PSS Suite Port to Solaris 10 Interim Maintenance Proposal.

6.4 The Project Steering Committee Consulting Corp proposes to use the Project Steering Committee as the high-level management body within the project. It shall assume overall responsibility for the direction of the project, and should therefore represent stakeholders from both Telecom Corp and Consulting Corp. The Project Steering Committee is provided to oversee the progress of the project, review change requests and resolve any issues that cannot be readily resolved by the respective Project Managers. Each party will provide contacts not directly involved in the execution of the project from Consulting Corp and Telecom Corp respectively. The duties and responsibilities of the Steering Committee shall be determined by its members and contingent upon the mutual agreement of both parties. The Project Committee meeting frequency shall be mutually agreed.

6.5 Project Status Tracking The project coordination will be maintained through ongoing weekly or bi-weekly meetings and meetings for the project's completed milestone. These meetings will be convened by the respective Project Managers and attended per their invitations by representatives of both parties. These meetings will be in the form of either face-to-face meetings, conference calls or videoconference calls, per the mutual agreement of the parties to the meetings.

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7 Project Milestones and Acceptance Criteria 7.1 General

This section supersedes the terms and conditions set out in section 6.5 and 6.8 of the Agreement.

7.2 Major Milestones The following table lists the major milestones. For further preliminary details, see the Preliminary Project Plan. The final schedule will be provided as milestone 4 and will be delivered within 30 days of Project Start.

# Milestone

0 Purchase order signed by Telecom Corp

1 Project start

2 Telecom Corp Delivers Baseline System per section 9 , “Exhibit-A – Baseline System“ and all other items defined in section 5 , “Dependencies from Telecom Corp“, above

3 Consulting Corp Accepts Baseline System per section 9 , “Exhibit-A – Baseline System“, and all other items defined in section 5 , “Dependencies from Telecom Corp“, above

4 Consulting Corp Delivers Final Project Plan

5 Consulting Corp Completes coding, successful build, and execution of unit testing of Interim Port to S10

6 Consulting Corp Delivers Interim System for Solaris 10 SPARC and for Solaris 10 for x64, based on WebSphere

7 Telecom Corp Accepts Interim Ports

8 Warranty for Interim Ports ends

9 Consulting Corp Completes coding, successful build, and execution of unit testing of port to S10

10 Consulting Corp delivers Ported System, which includes in addition to the content of milestone #6, the implementation of the upgrade of the PSS to Consulting Corp HAR

11 Telecom Corp Accepts Ported System

12 Consulting Corp Conducts TOI Workshop

13 Telecom Corp delivers Updated System

14 Consulting Corp accepts Updated System

15 Consulting Corp delivers Updated Port

16 Telecom Corp accepts Updated Port

17 Warranty Period ends

For details of the expected duration of the project and its milestones, see the Preliminary Project Plan.

7.3 Pre-Acceptance Qualification By Consulting Corp Prior to submission for testing by Telecom Corp, Consulting Corp will execute full Build, Unit, System and Performance tests with the Ported Codebase, and cluster tests where applicable. For details of these tests see section 10 , “Exhibit-B – Ported System“, below. The results of all these tests will be provided prior to, or at the time of the delivery for acceptance testing of the Ported Codebase. Consulting Corp will then deliver the Deliverables defined in section 3 , “Project Deliverables“, above to Telecom Corp, and will provide details of any deviations from the Reference Results in writing to Telecom Corp. An analogous process will be carried out for the Updated Port.

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7.4 Acceptance Testing By Telecom Corp Milestones #6 and #10, which will include the completed implementation of the PSS Interim System and Ported System respectively, will be submitted by Consulting Corp for acceptance testing by Telecom Corp. For details of the deliverables of this milestone, see section 11 , “Exhibit-C - Interim System“, below and section 10 , “Exhibit-B – Ported System“, below respectively. The Acceptance Testing by Telecom Corp will be carried out as defined in section 11 , “Exhibit-C - Interim System“, below, and section 10 , “Exhibit-B – Ported System“, below. For the PSS Binaries for Solaris 10 for SPARC and Solaris 10 for x64 and the Installation Documentation, Telecom Corp will install the PSS system per the Installation Documentation on the appropriate PSS Testing Platform as detailed in section 12 , “Exhibit-C: PSS Testing Platforms“, below, and will run the ported Test Suite on this release, with the exception of the Exempt Tests as defined in section 2.5 , “Test Porting and Execution“, above. The Parties will mutually agree upon a date for the delivery of each of the Interim System and Ported System. Telecom Corp will carry out acceptance testing for the system binaries on Solaris 10 for SPARC and x64 and for the Ported Codebase and will verify through building and testing the codebase on Linux that the Linux compatibility of the codebase, as defined in section 1.1 , “General“ above, has been retained. Telecom Corp will provide the results of the testing to Consulting Corp within 10 business days of receiving the Interim Codebase or the Ported Codebase, as applicable, noting any bugs, defects or other deviations from the Reference Results. Consulting Corp will have 10 business days to fix and return to Telecom Corp its revised version of the Interim System or Ported System as applicable. This process of 10 day test periods by Telecom Corp followed by 10 day fix periods for Consulting Corp will continue until Telecom Corp indicates in the affirmative that the system provided by Consulting Corp meets the acceptance criteria or the release is Automatically Accepted per section 7.6 , “Formal and Automatic Acceptance“, below. Telecom Corp will determine that the Ported Codebase successfully builds and runs on Linux producing the same test results as defined by the Reference Results. Consulting Corp will provide an engineer on the site of Telecom Corp's choosing to support the acceptance-testing phase for the formal releases as part of the Fixed Price portion of the project, for the Interim System release and the Ported System release for up to two weeks for each release. For the Updated release, Consulting Corp will provide such a person, again for up to two weeks, with the appropriate charge on a Times and Materials basis. An analogous process can be carried out by Telecom Corp to accept the Updated Port, unless an alternative approach is mutually agreed upon by the parties prior to the start of the Integration Phase.

7.5 Discrepancy Reports Telecom Corp can submit one of three types of discrepancy reports to Consulting Corp:

1. A test discrepancy outside of those defined as exempt per section 2.5 , “Test Porting and Execution“ above.

2. A coding error that violates the codebase’s Linux compatibility requirement, as defined in section 1.1 , “General“ above.

3. A performance defect where either Linux code has regressed on Linux or where Solaris and Linux significantly diverge in performance on identical hardware and not due to underlying performance difference between Linux and Solaris.

All defect reports must be in English, and must provide sufficient information to allow for the ready reproduction of the discrepancy and test environment by Consulting Corp engineers. Any defect that does not comply with the requirements of this section will be deemed as inapplicable to the acceptance criteria defined here but may be applicable for remedy in the Warranty phase for the Baseline Port or on a times and materials basis for the Updated Port. This can occur if a defect that exists in the Baseline Port or Updated Port is shown not to exist in the Baseline System or Updated System as applicable. In other words, Consulting Corp will repair this defect but it will not be considered a discrepancy for the purpose of acceptance.

7.6 Formal and Automatic Acceptance

Telecom Corp may accept the Interim System or Ported System, as applicable, at any time by a notification in

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writing to the Consulting Corp Project Manager and/or Consulting Corp Technical Lead. The Solaris PSS will be deemed automatically accepted if any 10-business day acceptance test cycle completes with no valid defects reported by Telecom Corp to Consulting Corp. The Interim System or Ported System is also deemed automatically accepted if Telecom Corp delivers the applicable Solaris PSS version to one of its customers for use, demonstration, evaluation or purchase. After acceptance of each of the Ported System by Telecom Corp, changes to the PSS or its maintenance which are not covered by the Warranty or by a Maintenance Agreement will be made on a Times and Materials basis.

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8 Warranty and Maintenance 8.1 Warranty During the Warranty periods, as provided under Section 4.c of the Project Order, following acceptance of the Interim System and Ported System, per milestones #7 and #11, in section 7.2 , “Major Milestones“, above, Telecom Corp will be entitled to free maintenance for the applicable deliverable for 60 days. To receive this service, Telecom Corp will first determine that the discrepancy it has identified does not exist in the Baseline System Binary Distribution on Linux – the version that was supplied to Consulting Corp as described in section 9 , “Exhibit-A – Baseline System“, below, and that it does exist in the Interim System or Ported System as applicable, when tested on the appropriate PSS Test Platform as detailed in section 12 , “Exhibit-C: PSS Testing Platforms“, below. Following the delivery of the Updated Port, any maintenance of the updated deliverables will be provided on a Time & Materials basis.

8.2 Maintenance If Telecom Corp wishes Consulting Corp to implement changes to the Interim Codebase or Ported Codebase that do not fulfil the requirements of the warranty as described in section 8.1 , “Warranty“, above, Consulting Corp will implement these changes subject to an agreement being reached between the parties as detailed in section, 6.1 , “Project Change Control“, above or as part of a separate agreement to be defined. Following the expiration of the Warranty for the Interim System and Ported System and/or the completion of the Updated Port, Consulting Corp will offer Telecom Corp a Maintenance Agreement under the terms of which the Interim Port and/or Baseline Port and/or Updated Port will be maintained.

8.3 Maintenance and Support of the Interim System

Details of the proposed mechanism by which Consulting Corp will provide support for the Interim System following the expiration of the Warranty for it will be detailed separately in a proposal to be titled “Telecom Corp PSS Suite Port to Solaris 10 Interim Maintenance Proposal”.

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9 Exhibit-A – Baseline System The Baseline System will be supplied by Telecom Corp at the Project Kickoff in machine-readable format. It will consist of the following distinct elements:

1. 3rd party software 2. Development and runtime licenses for 3rd party software where applicable 3. Installation media for Linux and other 3rd party software where applicable 4. Linux Build Results 5. Linux Test Results 6. Baseline Codebase 7. Binary distribution of the PSS for Linux 8. Documentation

Consulting Corp will carry out an acceptance process in which each element provided is installed and tested as detailed hereon.

9.1 3rd Party Products and Systems 9.1.1 Products Used The following is an exhaustive list of all 3rd party software used in the PSS, as provided by Telecom Corp. Telecom Corp confirm that this list is exhaustive and that no other 3rd party software has been used in the build, test or execution of the PSS system:

# Product Type of license

1 BeanShell, bsh 2.0b1 SPL and LGPL 2 Bouncy Castle Open source – unique to product 3 CeWolf 1.0.0-pre2 LGPL 4 Commons File Up Load (Apache) 1.1 Apache v2.0 5 Commons IO (Apache) 2.0 Apache v2.0 6 Commons Lang (Apache) 2.0 Apache v2.0 7 Commons Logging (Apache) 1.0.4 Apache v2.0 8 Convert-ASN1-0.19 (Perl) 0.19 Perl: GPL or Artisitc 9 DBD-Oracle (Perl) 1.12 Perl: GPL or Artistic

10 DBI (Perl) 1.20 Perl: GPL or Artistic 11 ILOG JTGO 6.5 Commercial: ILOG 12 ILOG Jviews 4.5 Commercial: ILOG 13 JacORB 1.4.1.10 LGPL 14 Jargs 0.2 BSD 15 Jaxen 1.0 “Apache like”, unique to product 16 Jclass chart & table 6.2 Commercial: Tangent Computing Ltd. 17 JDOM (Apache) 1.0 “Apache like”, unique to product 18 JfreeChart 1.0.0-pre2 LGPL 19 Jox 1.16 LGPL 20 JSTL 1.0.5 Commercial: Consulting Corp 21 Junit 3.8.1 Unique:Common Public License - v 1.0 22 LibcURL 7.9.8 MIT/X derivate 23 Oracle Server 10.2.0.1 including OCI Commercial: Oracle 24 Perl Base Package 5.8.8 Perl: GPL or Artistic 25 perl-ldap-0.33 (Perl) Perl: GPL or Artistic 26 Quartz scheduler 1.4.2 Apache v2.0 27 Spring framework 1.1.4 Apache v2.0 28 Struts (Apache) 1.0 Apache v2.0

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# Product Type of license 29 SWILL 0.1 LGPL 30 TAO ORB 1.4 Open source – unique to product 31 UCD-SNMP (Net-SNMP) 4.2.5 Open source – unique to product 32 WebSphere 6.0.2 Commercial: IBM 33 xalan-java (Apache); XML Transformation 2.6.0 Apache v2.0 34 Xerces C++ 2.7.0 Apache v2.0 35 Xerces Java Parser 2.6.1 Apache v2.0 36 XML-NamespaceSupport-1.08 Perl: GPL or Artistic 37 XML-SAX-0.12 Perl: GPL or Artistic 38 XML-Simple-2.12 Perl: GPL or Artistic

Note that the following products appeared in an early list provided by Telecom Corp but it has since been confirmed that they no longer form a part of the Baseline System dependencies:

1. Eclipse 3.1 2. Libperl++ 1.1 3. Threads.h++ 2.3 4. Tools.h++ 7.7

9.2 Required Licenses for 3rd Party Software Telecom Corp will provide Consulting Corp with Development and Run-Time licenses and installation media for all commercial 3rd party software which requires a license per the following table:

Platform Runtime Licenses for Clustered Configurations

Runtime Licenses for Non-Clustered Configurations

Development Seats for Clustered Configurations

Development Seats for Non-Clustered Configurations

Linux 1 1 1 1

Solaris 10 for SPARC

1 1 3 3

Solaris 10 for x64 1 1 3 3

These licenses will be provided for the following products and any other products from the above list or that are missing from the above list that require a license and are needed for the successful building, installation and deplment of PSS on Linux, Solaris 10 for SPARC and Solaris 10 for x64:

1. Oracle 2. ILOG JTGO 3. ILOG Jviews 4. TAO ORB 5. JacORB 6. WebSphere 7. Jclass chart & table 6.2

In the case of TAO ORB and JacORB, this will require Telecom Corp to engage with PrismTech to provide supported versions of these products for Solaris 10 for x64 and Solaris 10 for SPARC, since these are currently not supported on these platform.

9.3 Linux Build Results The Build Results will consist of:

1. The log of the build of the PSS from the Baseline Codebase, as carried out by Telecom Corp.

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9.4 Linux Test Results The tests results will consist of:

1. The results of running the System Tests on the Binary Distribution in a test environment by Telecom Corp.

2. The results of running the Unit Tests on the components of the Binary Distribution in a test environment by Telecom Corp.

3. Performance test results generated from the execution of these binaries in a performance test environment by Telecom Corp.

9.5 Baseline Codebase The Baseline Codebase will consist of all of the Telecom Corp developed software needed to build and test the PSS System. Including but not limited to:

1. Source files 2. Scripts 3. Build scripts and Makefiles 4. Unit, System and Performance test source files

This codebase must be suitable for compiling, linking, installing and testing on Linux to create a system identical to that provided in the Binary Distribution described below.

9.6 Binary Distribution The Binary Distribution will consist of the following:

1. A complete set of PSS binaries and installation software built from the Baseline Codebase to be installed and run on Linux.

2. A complete set of Unit and System Test binaries and scripts to be installed and run on Linux. 3. All the 3rd party software components of the PSS needed for runtime and testing.

The Binary Distribution will be installed and tested on Linux. The test results will be compared to the Linux Test Results supplied by Telecom Corp. If the two sets of test results match the Binary Distribution will be accepted. If not, the failure will be investigated and resolved by Telecom Corp prior to resubmission of the Baseline System.

9.7 Documentation All relevant end-user, installation, design, development and test documentation in English in a machine-readable format. These will include but are not limited to:

1. Installation instructions for PSS System development, build, test and execution environment 2. Instructions for the build of the PSS system from its sources. 3. Instructions for the execution of the PSS Unit, System and Performance tests.

9.8 Baseline System Test The Baseline System will be tested by Consulting Corp on the Linux PSS Test Platform as follows:

9.8.1 Binary Distribution Test 1. Linux will be installed 2. Binary distribution of the PSS for Linux will be installed 3. The Unit, System and Performance tests will be executed and the results saved 4. The logs of the Unit and System Tests will be compared to the Linux Unit and System Tests

Results provided by Telecom Corp 5. The Binary Distribution will be accepted if the Unit and System Tests Results are either identical

to the Linux Unit, System Test Results provided or any discrepancy can be justified by time, location or system change or another reason that indicates that the discrepancy is not as a result of a test failure

9.8.2 Baseline Codebase Test 1. Linux will be installed 2. 3rd party tools needed for the development, build, install, test and execution of the PSS will be

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installed 3. The Baseline Codebase will be installed 4. The PSS will be built and installed. This process will be logged 5. The log of the build process will be compared to the Linux Build Results provided by Telecom

Corp 6. The Unit, System and Performance tests will be executed and logged 7. The logs of the Unit and System Tests will be compared to the Linux Test Results provided 8. The Baseline Codebase will be accepted if the following conditions are met:

1. The Build Results are either identical to the Linux Build Results provided by Telecom

Corp or any discrepancy can be justified by time, location, system change or another reason that indicates that the discrepancy is not as a result of a test failure

2. The System Tests Results are either identical to the Linux Test Results provided or any discrepancy can be justified by time, location or system change or another reason that indicates that the discrepancy is not as a result of a test failure.

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10 Exhibit-B – Ported System The Ported System will be supplied by Consulting Corp as the main deliverable of milestone #10, as detailed in section 7.2 , “Major Milestones“, above. It will be provided in machine-readable format and will consist of the following distinct elements:

1. 3rd party software 2. Linux, Solaris 10 for SPARC and Solaris 10 for x64 Build Results 3. Linux, Solaris 10 for SPARC and Solaris 10 for x64 Unit, System and Performance Test Results 4. Ported Codebase 5. Binary distribution of the PSS for Linux, Solaris 10 for SPARC and Solaris 10 for x64 6. Documentation

Telecom Corp will carry out an acceptance process in which each element provided is installed and tested as detailed hereon.

10.1 3rd Party Software If Consulting Corp uses any 3rd party products not provided by Telecom Corp as part of the Baseline System, as described in section 2.8 , “3rd Party and Open Source Dependencies“, above, Consulting Corp will provide instructions to Telecom Corp as to how these can be obtained.

10.2 Linux, Solaris 10 for SPARC and Solaris 10 for x64 Build Results The Build Results will consist of:

1. The log of the build of the PSS from the Ported Codebase, as carried out by Consulting Corp on Linux, Solaris 10 for x64 and Solaris 10 for SPARC.

10.3 Linux, Solaris 10 for SPARC and Solaris 10 for x64 Unit, System and Performance Test Results The tests results will consist of:

1. The results of running the System Tests on the Linux, Solaris 10 for SPARC and Solaris 10 for x64 Binary Distributions in a test environment by Consulting Corp.

2. The results of running the Unit Tests on the components of the Linux, Solaris 10 for SPARC and Solaris 10 for x64 Binary Distributions in a test environment by Consulting Corp.

3. Performance test results generated from the execution of the Linux, Solaris 10 for SPARC and Solaris 10 for x64 binaries in a performance test environment by Consulting Corp.

10.4 Ported Codebase The Ported Codebase will consist of the Telecom Corp developed software ported to Solaris 10 for SPARC and Solaris 10 for x64 and the software developed by Consulting Corp as required. These files will be provided, to the extent possible, in the same directory structure in which they were supplied in the Baseline Codebase. Including but not limited to:

1. Source files 2. Scripts 3. Build Scripts and Makefiles 4. Unit, system and performance test source files

This codebase must be suitable for compiling, linking, installing and testing on Linux, Solaris 10 for SPARC and Solaris 10 for x64 to create systems identical to those provided in the Binary Distributions described below. The source code will not contain explicit additional support for any source configuration management systems (e.g. CVS, ClearCase, etc), and will not contain any form of revision history information.

10.5 Binary Distributions Consulting Corp will provide binaries for test and production usage for Solaris 10 for x64 and Solaris 10 for SPARC in pkg format. Consulting Corp will duplicate Telecom Corp's "ready-made" repackaging of applications like Oracle for test simulation and will provide back scripts and instructions for recreation of these files.

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The Binary Distributions will consist of the following:

1. A complete set of PSS binaries and installation software built from the Ported Codebase to be installed and run on each of Linux, Solaris 10 for SPARC and Solaris 10 for x64

2. A complete set of Performance, Unit and System Test binaries and scripts to be installed and run on Linux, Solaris 10 for SPARC and Solaris 10 for x64

The Binary Distributions will be installed and tested on Linux, Solaris 10 for SPARC and Solaris 10 for x64 as appropriate. The test results will be compared to the Linux, Solaris 10 for SPARC and Solaris 10 for x64 Test Results supplied by Consulting Corp. If the two sets of test results match, the Binary Distribution will be accepted. If not, the failure will be investigated and resolved by Consulting Corp prior to resubmission of the Ported System.

10.6 Documentation Consulting Corp will provide a text file to Telecom Corp documenting installation of the product on Solaris, noting any variation from Telecom Corp's currently published installation documentation. This Installation Documentation is intended as source material for Telecom Corp's technical publications staff. Note that this documentation will include the released patches to Consulting Corp and 3rd party software that were applied in the course of the Port.

10.7 Ported System Test The Ported System will be tested by Consulting Corp on the Linux, Solaris 10 for SPARC and Solaris 10 for x64 on the appropriate PSS Test Platform as detailed in section 12 , “Exhibit-C: PSS Testing Platforms“, below, prior to delivery to Telecom Corp and by Telecom Corp, as part of the acceptance test procedure as follows:

10.7.1 Binary Distribution Test 1. Operating System will be installed 2. Binary distribution of the PSS for the operating system will be installed 3. The Unit, System and Performance tests will be executed and the results saved 4. The logs of the Unit and System Tests will be compared to the applicable Reference Results

established as part of the Baseline System acceptance and described in section 2.3 , “Baseline System Acceptance by Consulting Corp“, above and in section 9 , “Exhibit-A – Baseline System“, above.

5. The Binary Distribution will be accepted if the Unit and System Tests Results are either identical to the applicable set of Reference Results or any discrepancy can be justified by time, location or system change or another reason that indicates that the discrepancy is not as a result of a test failure or system discrepancy.

10.7.2 Ported Codebase Test 1. Operating System will be installed 2. 3rd party and/or Consulting Corp tools needed for the development, build, install, test and

execution of the PSS will be installed 3. The Ported Codebase will be installed 4. The PSS will be built and installed. This process will be logged 5. The log of the build process will be compared to the Reference Results established as part of the

Baseline System acceptance and described in 2.3 , “Baseline System Acceptance by Consulting Corp“, above.

6. The Unit, System and Performance tests will be executed and logged 7. The log of the System Tests will be compared to the Reference Results 8. The Ported Codebase will be accepted if the following conditions are met:

1. The Build Results are either identical to the applicable set of Reference Results or

any discrepancy can be justified by time, location, system change or another reason that indicates that the discrepancy is not as a result of a test failure.

2. The System Tests Results are either identical to the applicable Reference Results or any discrepancy can be justified by time, location or system change or another reason that indicates that the discrepancy is not as a result of a test failure.

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10.8 Ported System Acceptance by Telecom Corp The Ported System will be accepted by Telecom Corp when all its elements are accepted.

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11 Exhibit-C - Interim System The Interim System will be supplied by Consulting Corp as the main deliverable of milestone #6, as detailed in section 7.2 , “Major Milestones“. It will be provided in machine-readable format and will consist of essentially the same elements defined in section 10 , “Exhibit-B – Ported System“, above, the difference being that the codebase provided will be the Interim Codebase and not the final Ported Codebase. In addition, the binary derivatives of this codebase will retain their dependency of WebSphere and not include any dependency on Consulting Corp HAR which is not part of the Baseline System. Telecom Corp will carry out an acceptance process in which each element provided will be installed and tested in an analogous fashion to that detailed in section 10 , “Exhibit-B – Ported System“, above, with the only change being that this process will be carried out on the Interim System and not the Ported System.

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12 Exhibit-C: PSS Testing Platforms Consulting Corp will maintain in its facility the hardware systems purchased by Telecom Corp for the purpose of testing the different instances of the PSS system. These will be known as the “PSS Test Platforms” or “Test Platforms” These will all be based on hardware manufactured and/or sold by Consulting Corp and include:

1. An x64 based cluster configuration running Linux, Linux Clustering and the Linux PSS – the “Linux PSS Test Platform” or the “Linux Test Platform”

2. An x64 based cluster configuration running Solaris 10 for x64 and the Solaris 10 for x64 Port – the “x64 PSS Test Platform” or the “x64 Test Platform”.

3. A SPARC based cluster configuration running Solaris 10 for SPARC and the Solaris 10 for SPARC Port – the “SPARC PSS Test Platform” or the “SPARC Test Platform”.

A separate quote is provided with the details of the required equipment. This quote specifies these platforms and a platform configuration is acceptable as a Test Platform only if it is comprised of identical components to those in the quote or are explicitly approved in writing as compatible by Consulting Corp. These systems will be the standard Testing Platforms for the Baseline System, Interim System and Ported System. Specifically:

1. The Baseline System, when delivered to Consulting Corp as described in section 9 , “Exhibit-A – Baseline System“, above, will be tested on the Linux Test Platform.

2. Any discrepancy reported for the purpose of obtaining service under warranty as described in section 8.1 , “Warranty“, above, will have to be shown to exist when tested on the appropriate Test Platform

3. Any discrepancy reported in the course of acceptance testing according to section 7.5 , “Discrepancy Reports“, above, will have to be shown to exist when tested on the appropriate Test Platform.