This Agreement, entered into this ____ day of ____________, in the year _________ , (hereafter known as the “Effective Date”), between ________________________, (hereinafter known as the Participant), and The University of Pennsylvania wholly owned, not-for-profit organization, MAGPI, (hereinafter known as "MAGPI"), doing business at 3401 Walnut Street, Suite 221-A, Philadelphia, PA 19104.
Through this Agreement, Participant desires access to the MAGPI Network for the purpose of communicating with other MAGPI subscribers, or, Regular or Corporate Internet2 members and the Abilene Network, or, both MAGPI subscribers and Internet2 members. In all cases, the Participant agrees to abide by the Participant Responsibilities as described in Attachment A. The rules and responsibilities of an Abilene Sponsored Participant are covered under attachment B. These classifications are mutually exclusive. A Participant cannot be both a Regular or Corporate member and an Abilene Sponsored Participant. The following attachments are incorporated into the body of this Agreement.
A Participant Responsibilities
B
C MAGPI Fee Schedule
D Standard Network Designs
The term of this binding Agreement will continue for _______months, beginning on the _____ day of _______ in the year 2002, until the ______ day of __________ in the year __________. See Attachment C for the appropriate discounts associated with multi-year commitments.
The Participant agrees to pay a fee in, (select one), _____semi-annual, or _____annual payments of $___________ to the Trustees of the University of Pennsylvania according to the desired service selected above and the cost schedule included as part of this Agreement in Attachment C. Initial payment for the first billing cycle is due at the time of completion of connectivity to the MAGPI router interface. A one-time installation fee will also be invoiced, along with the service fee.
Attachment A and D are hereby incorporated into this Agreement and establish the administrative and technical requirements for the specified level of network service as requested above in section 1.0. Upon execution of this Agreement by both parties, the Participant and MAGPI jointly agree to adhere to these requirements.
5.1 Non-payment of Fees
In the event that the Participant fails to pay within 30 days of the due date any of the agreed upon fees as listed in this Agreement, MAGPI will notify the Participant in writing that service will be suspended in 30 days from the date of such written notice. The Participant is still liable for any fees, startup or recurring costs that have accumulated up to the termination or suspension of service.
5.2 Conditions of Use Violation:
Internet2 Subscribers
In the event that those Participants who are using MAGPI as the Internet2 gateway, knowingly violate the Abilene Conditions of Use Policy, (hereinafter known as the CoU), and the Internet2 community is adversely affected by such action, MAGPI may suspend or terminate the high performance connection until the participant has corrected the cause of the violation. In all other cases, MAGPI will request, in writing, that the Participant correct the violation within 30 days.
5.3 No Fault Decision to
Terminate
Either party may terminate the service without justification by providing 90 days written notification. If the Participant is the customer of record for the local loop with a third party, that agreement is in no way affected by the decision to terminate the relationship with MAGPI. The Participant is still bound by the terms and conditions of that agreement.
5.4 Just Cause Decision to
Terminate
The Participant may with 30 days written notification pursue termination of this Agreement citing sufficient justification. MAGPI will have 5 business days to respond, with an additional 30 days to correct or negotiate the alleged grievances. If the Participant still is not satisfied, this Agreement will be considered terminated. The Participant is still liable for any fees that may have accumulated up to the time of termination, either with MAGPI, or any third party agreements relative to the delivery of service.
5.5 Renewal
This
Agreement will be automatically renewed if the Participant has not notified
MAGPI in writing of its intent to discontinue services 30 days prior to the
anniversary date. The renewal period
will be one year and all fees will remain the same.
MAGPI adheres to the Abilene Conditions of Use Policy for those participants who intend to use MAGPI as their Connector to the Internete2, Abilene Network. MAGPI has accepted this policy without modification and, as such, is incorporated into this Agreement as a web reference since changes to the CoU may occur at any time. In the event of a significant change that may adversely affect a Participant, MAGPI will immediately notify the Participant of the change.
http://www.internet2.edu/abilene/html/cou.html
7.2 Participant Unauthorized
Access
The Participant agrees that, should it obtain unauthorized access to the proprietary information of any other institution, corporation, or government agency through activities pursuant to this Agreement, and the proprietary nature of that information is or should be apparent to the Participant or any member of their staff, it will honor the confidentiality of that information and immediately notify MAGPI and the owner of that information regarding the circumstances of that access.
7.3 MAGPI Unauthorized Access
MAGPI agrees that should it knowingly obtain unauthorized access to the proprietary information of the Participant through activities pursuant to this Agreement, it will honor the confidentiality of that information and immediately notify the participant’s Executive Contact with the circumstances of that access.
8.1 No Conflict Statement
MAGPI and the Trustees of the
8.2 “AS IS” Statement
ANY INFORMATION, MATERIALS OR SERVICE FURNISHED BY MAGPI PURSUANT TO THIS AGREEMENT ARE ON AN “AS IS” BASIS. MAGPI AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PURPOSE, OR MERCHANTABILITY, EXCLUSIVITY OR RESULTS OBTAINED FROM USE OF ANY INTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT, NOR SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE SAID INTELLECTUAL PROPERTY OR ANY APPLCATIONS AND DERIVATIONS THEREOF. MAGPI AND THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA DO NOT MAKE ANY WARRANTY OF ANY KIND WITH RESPECT TO FREEDOM FROM TRADEMARK OR COPYRIGHT INFRINGEMENT OR THEFT OF TRADE SECRETS AND DOES NOT ASSUME ANY LIABILITY HEREUNDER FOR ANY INFRINGEMENT OF ANY TRADEMARK OR COPYRIGHT ARISING FROM THE USE OF THE INFORMATION, TECHNOLOGY, OR RIGHTS GRANTED OR PROVIDED TO IT HEREUNDER. THE PARTICIPANT AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF MAGPI OR THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA, EXPRESSED OR IMPLIED, TO ANY PERSON OR INSTITUTIONS CONCERNING THE APPLICATION OF OR THE RESULTS TO BE OBTAINED WITH THE TECHNOLOGY UNDER THIS AGREEMENT.
The Participant agrees to defend, indemnify and hold harmless MAGPI, the Trustees of the University of Pennsylvania, its officers, employees and agents from all claims or demands made against them, (and any related losses, expenses or attorney’s fees), arising out of or relating to Participant’s and/or its sub-licensee’s negligent use or willful misuse of, or, negligent conduct or willful misconduct regarding the deliverables, information, intellectual property or other property or rights granted to it by MAGPI under this Agreement, (including, but not limited to, any claims of product liability, personal injury, or death, damage to property or violations of any laws or regulations.).
This Agreement may only be modified by the mutual written consent of MAGPI and the Participant.
Neither party shall disclose the terms and conditions of this Agreement to a third party without the prior written consent of the other party, except when disclosure is required in the ordinary course of business, such as to accountants and attorneys of that party, or as required by law.
This Agreement, along with Attachments A, B, and C
constitute the entire agreement of the parties wishing to access the MAGPI
Network and shall be governed by the laws of the
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed
in duplicate counterparts, each of which shall to be deemed to
constitute an original, effective as of the date of final execution by a duly
appointed representative of the Trustees of the
Authorized Representative of: Authorized Representative of:
MAGPI Participant
By:_________________________________ _ By:________________________________
Signature:_____________________________ Signature:____________________________
Title:_________________________________ Title:_________________________________
Date:_________________________________ Date:_________________________________
A.1 Internet2/Abilene Members
As a prerequisite to accessing the Abilene Network, the Participant must have first applied for, received approval, and entered into an agreement with UCAID and the Abilene Participation Agreement. If requested, MAGPI will assist the Participant with the application process. Routes will not be announced by MAGPI across the Abilene Network until these conditions have been met and the Abilene NOC gives permission. During the approval process, the institution applying for member status with UCAID may have access to the MAGPI Network only, upon execution of this Agreement.
A.2 Capacity Requirements
The MAGPI minimum connectivity requirement for an Internet2 Regular or Corporate Member is 45 Mbps. Other connection speeds are available for Abilene Sponsored Participants and non-I2 members at this time in 1 Mbps increments, beginning at 3 Mbps and assuming the local loop provider selected by the Participant is capable of scaling their network in that fashion. The current maximum capacity offered by MAGPI is 1 Gbps. Higher bandwidth connection capabilities will be announced as they become available.
A.3 Equipment Configuration
The Participant is responsible for the configuration and maintenance of their termination, switching, and routing equipment. The MAGPI NOC will provide assistance to the Participant’s engineering or technical staff relative to preliminary connectivity issues such as BGP, but assumes no responsibility for the network portion of the Participant’s infrastructure, the Participant’s local loop, or 3rd party vendor equipment.
[May need additional language or re-wording]
A.4 Contact Information
The Participant must provide the following:
· A Business Contact for invoicing and policy matters
· A Technical Contact responsible for initial configuration and installation coordination
· A list of persons who should be notified in the event of an outage, under two categories
· Scheduled outages e-mail only
· Emergency outages and off-hour notification, telephone, pager, cell phone numbers
The Participant must agree to fully comply with the Abilene/UCAID Conditions of Use Policy
The local loop connection is not a part of this
Agreement. The Participant may select
any carrier to provide local loop connectivity to the MAGPI router as long as
they meet the technical requirements stated in [reference here].
As the Customer of Record with that carrier, the Participant is
responsible for monitoring the local loop, notifying the carrier and the MAGPI
NOC when a trouble is detected, and issuing internal trouble tickets. MAGPI will, when notified by the Participant,
report the trouble to the Abilene NOC and furnish updates at regular
intervals. The MAGPI NOC is currently
manned from
As a secondary participant applicant with the intent of
accessing the Abilene Network, a sponsor is required. The
Prior to approval by UCAID, the applicant will have access to other MAGPI members only. Once UCAID has approved the applicant for secondary participation, MAGPI will announce the appropriate routes to the Abilene Network. It is a required of all member s that they adhere to the Abilene CoU in its entirety.
The Secondary Participant must provide the following information to MAGPI :
· A Business Contact for invoicing and policy matters
· A Technical Contact for configuration and installation coordination
· A list of persons who should be notified in the event of an outage, under two categories
· Scheduled outages e-mail only
· Emergency outages and off-hour notification, telephone, pager, cell phone
The Participant is responsible for their own router and interface h/ware
[New language here]
The local loop connection is not a part of this
Agreement. The Participant may select
any carrier to provide local loop connectivity to the MAGPI router. As the Customer of Record with that carrier,
the Participant is responsible for monitoring the local loop, notifying the
carrier and the MAGPI NOC when a trouble is detected, and issuing internal
trouble tickets. MAGPI will, when
notified by the Participant, report the trouble to the Abilene NOC and furnish
updates at regular intervals. The MAGPI
NOC is currently manned from