ATTACHMENT A-INFINERA

THIS ATTACHMENT A establishes the terms and conditions for use of any Infinera software that is

embedded on or supplied with Infinera equipment.

1. Right to Use License; Restrictions. Subject to these terms, the Ordering Activity is hereby granted a

personal, non-transferable, non-exclusive license, without right to sublicense, to use the copy and version

of Infinera software and any documentation that is supplied therewith (the “Software”) for its own

internal business purposes and in object form only. Each license is specific to the release and particular

network element with which it is supplied. The license to use the Software does not include and the

Ordering Activity shall not, without Infinera’s prior written consent, (i) reproduce (except as expressly set

forth herein), modify, translate or create any derivative work of all or any portion of the Software; (ii)

sell, rent, lease, loan the Software or otherwise transfer the license granted hereunder; (iii) reverse

engineer, reverse assemble or otherwise attempt to gain access to the source code of the Software, (iv)

display or disclose the software to any third party other than persons employed by the End User who are

using it on the Ordering Activity’s behalf at the Ordering Activity’s premises (v) use the software for

third party training, commercial time sharing or service bureau use; (vi) remove, alter, cover or obfuscate

any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in

the Software; (vii) unbundle any components of the Software; (viii) remove any Software from any

Infinera equipment in which it is embedded; or (ix) cause or permit any third party to do any of the

foregoing. Ordering Activity may make one copy of the Software solely for backup and archival

purposes. Ordering Activity will include on any copy of the Software it makes all markings, notices and

legends affixed to or embedded in the Software. Ordering Activity will maintain a record of the number

and location of all copies of Software that it makes, and will make those records available to Infinera on

request.

2. Ownership Ordering Activity acknowledges that the license granted under this Agreement does not

provide Ordering Activity with title to or ownership of the Software, but only a right of limited use under

the terms and conditions of this Agreement. Sole title to the Software and documentation and to any

corrections, bug fixes, enhancements, modifications, updates, upgrades, new versions, derivative works

and copies of the Software and documentation, and to any associated patents, trademarks, trade secrets,

copyrights or other intellectual property rights, remains with Infinera or its licensors.

2. Warranty Disclaimer. EXCEPT AS SET FORTH IN EXHIBIT A, INFINERA MAKES NO

OTHER WARRANTY TO THE ORDERING ACTIVITY, EXPRESS, IMPLIED, OR STATUTORY,

WITH RESPECT TO THE SOFTWARE, OR ANY PART THEREOF, INCLUDING WITHOUT

LIMITATION ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY,

USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE,

OR TRADE. INFINERA DOES NOT WARRANT THAT ANY EQUIPMENT, SOFTWARE, OR

PART THEREOF WILL MEET ORDERING ACTIVITY’S REQUIREMENTS OR BE

UNINTERRUPTED, TIMELY, AVAILABLE, SECURE, OR ERROR-FREE, OR THAT ANY

ERRORS IN THE EQUIPMENT OR THE SOFTWARE WILL BE CORRECTED.

3. Reserved.

4. Export Restrictions. Ordering Activity acknowledges that Infinera products are U.S. origin goods

and agrees not to export, re-export, transfer or allow third parties to access any Infinera products that it

purchases or licenses where such export, re-export, transfer or access is not permitted under the applicable

rules and regulations of the United States Government and agencies.

5. Reserved.

Exhibit A

PRODUCT WARRANTY

1.01 Warranty Term. Infinera warrants that during the Hardware Warranty Period or Software

Warranty Period, as applicable, the Products shall be free from defects in design, material and

workmanship under normal use and service, and shall conform to Infinera’s applicable Specifications.

The respective Hardware and Software Warranty Periods for Products are set forth in the table below and

commence upon shipment of the Product.

DTN-X

(XTC-2,

2E, 4 &

10)

DTN FlexILS

(MTC-

9)

XT-500

CX

(CX-10E,

CX-40E,

CX-

100E)

XTM-

Series

(TM-102,

301, 3000 &

NID &

EDU)

XTG-

Series

HW Term

/

SW Term

2 years /

90 days

2 years /

90 days

2 years /

90 days

2 years

/

90 days

1 year /

90 days

1 year /

90 days

1 year /

90 days

1.02 Warranty Exceptions. The Parties acknowledge and agree that Infinera shall not be liable

pursuant to Section 2.01 for: (i) Products that are abused or improperly handled or stored by any person

other than Infinera or its authorized services agents; (ii) Products that are maintained, repaired, modified

or altered by any person other than Infinera or its authorized service agents; (iii) damage to Products that

occurs from any cause other than ordinary use (such as, for example, acts of nature, accident, fire,

lightning, water damage, neglect, misuse, improper installation or testing, or unauthorized attempts to

repair, alter or modify); (iv) normal wear and tear or obsolescence; (v) use of the Product not in

accordance with the Specifications or any operational materials provided by Infinera; or (vi) use of the

Products with third party products not sold by Infinera, e.g., using grey market or third party products not

purchased from Infinera with Products without Infinera’s express written consent. In addition, Infinera

shall not be responsible for any Products that are installed by companies and/or contractors that are not

certified to install the Products.

1.03 Third Party Products. If an Ordering Activity procures or installs a product not developed or

manufactured by Infinera (“Third Party Product”), then Infinera makes no warranty with respect to such

Third Party Product, and Ordering Activity’s use of such product is at their own risk and may void the

warranty for the Products in which such Third Party Product is installed. Further, Infinera shall have no

obligation to provide hardware or software support for such Third Party Product.

1.04 Warranty Procedure. During the applicable Hardware Warranty Period or Software Warranty

Period, Ordering Activity promptly shall notify Infinera of all potential warranty claims pursuant to this

Agreement. If it is determined by Infinera that an item of Product needs to be returned, a return material

authorization (“RMA”) number shall be assigned by Infinera.

1.05 Hardware RMA Process. During the Hardware Warranty Period, Infinera shall, within thirty (30)

calendar days of receipt of a returned item of Product with a valid RMA number, repair or replace and, if

needed, redesign, any such item (hereinafter an “item”) that is defective as to design, workmanship or

materials, provided that: written notice of any defect is given to Infinera promptly upon discovery of the

claimed defect, such notice is given to Infinera within the Hardware Warranty Period specified above, and

the defective item is promptly returned to Infinera. All repaired and replaced parts shall be shipped pre-

loaded with the current version of the Software used by Ordering Activity. Ordering Activity agrees to

return such item of Product within thirty (30) days of the date an RMA ticket is opened for such item. All

decisions to repair or replace or redesign shall be at Infinera’s option. If Infinera provides an advance

replacement Product to Ordering Activity and does not receive the failed Product from Ordering Activity

within seven (7) calendar days of the date such replacement Product was sent to Ordering Activity,

Ordering Activity agrees to purchase such replacement Product and pay the Purchase Price for the

replacement Product provided by Infinera.

Any item repaired or replaced by Infinera pursuant to the terms of this warranty shall continue to

be warranted for the longer of the remainder of the original Hardware Warranty Period for such Product

or ninety (90) days. Item(s) which are replaced hereunder shall automatically become the property of

Infinera and their replacement shall become the property of Ordering Activity. Infinera shall be

responsible for the cost of shipping and insuring the items to and from Ordering Activity.

1.06 Software Maintenance Releases. During the Software Warranty Period and during any period

for which the Ordering Activity has purchased Software Subscription Services, Infinera agrees to provide

to Ordering Activity all applicable maintenance releases for the Software for software bug fixes for a release

of Software purchased by Ordering Activity for the shorter of: (i) two (2) years from the initial release date

of the Software; or (ii) the release date for the second Software release following such Software release. The

Parties agree that Infinera shall have the right to provide such maintenance releases of Software as part of a

general release of Software; provided, however, that such provision of a Software release shall not grant

Ordering Activity with additional right to use licenses to any additional features included in such release.

Notwithstanding anything to the contrary in this Agreement, Infinera makes no warranty with respect to

any third party software included with the Products. Ordering Activity’s sole remedy with respect to such

third party software shall be pursuant to the original licensor’s warranty, if any, to Ordering Activity, to

the extent permitted by the original licensor.

Exhibit B

SUPPORT SERVICES

1 EXTENDED WARRANTY SERVICES

1.1 Extended Hardware Warranty. Ordering Activity shall have the option to purchase annual

extensions to the Hardware Warranty Period for the hardware portion of the Product (the “Extended

Hardware Warranty”).

1.2 Reserved.

1.3 Reserved.

2. SOFTWARE SUBSCRIPTION/SUPPORT SERVICE

Ordering Activity may purchase an annual software subscription service (the “Software Subscription

Service”) for the Software to the extent eligible for Software Subscription Service, for the first year from

the purchase of the Product, for each DTC, OTC, and ATC. For the Infinera DTN-X, this service is

called the “Software Support Service”, and the Ordering Activity may purchase an annual software

support service for each XTC chassis, as well as for each DTN-X line card (AOLM, AOLX, SOLM, or

SOLX). After the first year from the date of purchase of the Product, the Ordering Activity shall have the

option to purchase the Software Subscription/Support Service on an annual basis. The Software

Subscription/Support Service entitles Ordering Activity to all new software releases (on an “if and when

available” basis) of the Software. The Software Subscription/Support Service shall be available to

Ordering Activity on an annual basis, commencing on the date set forth in the purchase order, and shall

apply to each new DTC, OTC, ATC, XTC, or DTN-X line card on the date the Product comprising such

DTC, OTC, ATC, XTC, or DTN-X line card has been Accepted by Ordering Activity. The Parties

acknowledge and agree that Infinera has no obligation to develop any future Software.

The Infinera Software Subscription/Support Service commences upon Product Acceptance. .. The Parties

acknowledge and agree that the Software Subscription/Support Service shall apply to all DTCs, OTCs,

ATCs, XTCs, and DTN-X line cards deployed in Ordering Activity’s network, including any laboratory

equipment.

Ordering Activity may elect to discontinue this Software Subscription/Support Service at any time. Upon

such discontinuation, Infinera shall remit to Ordering Activity the pro rata portion of pre-paid fees for the

Software Subscription/Support Service. In the event that Ordering Activity elects to issue a new purchase

order to reinstate coverage under the Software Subscription/Support Service after discontinuing such

service, or Ordering Activity elects to purchase the Software Subscription/Support Service at any time

after the date any Product is first Accepted by Ordering Activity under this Agreement, Ordering Activity

agrees that it shall be obligated to pay a reinstatement fee equal to the fees that Ordering Activity would

have paid under the Software Subscription/Support Service for any period of discontinuation.

3. EF&I SERVICES

Site Survey and Detailed Engineering Package:

Conduct a site survey of each equipment site location to verify local conditions

Prepare site issues report

o Includes conditions requiring remediation prior to install and/or other such items, and their

assignments to responsible parties

Prepare initial Engineering Design Package (EDP)/Engineering Document

o Includes installer’s SOW, installation notes, list of equipment and installation materials, site

access/security requirements, cable running list (power, fiber and data), floor plan, cable run

diagram, grounding schematic, rack/cabinet facing diagram, link engineering drawings, node

acceptance document, link acceptance document, IP design and commissioning data

Prepare installation materials per specifications

o Materials can include, per engineering design: Infinera racks/cabinets; vertical fiber duct to

connect existing horizontal duct to fiber management in new/existing equipment rack/cabinet

(up to 2 per rack/cabinet); intra-bay power cable and DC power cable runs for the chassis site

locations (assuming no intermediary connection points); power, ground, lugs and

terminations; intra-shelf/node line side fiber patch cables; intra-node Nodal Control and

Timing (NCT) CAT5 Ethernet cabling; and labeling materials. Materials for client side fibers

can also be defined, and quoted outside of scope. Breakers and/or fuses for chassis site

locations and rack spacer/cable managers are also included, per engineering design, for

deployments in the Americas.

Refine engineering design package (use mutually agreed-upon format)

o Includes contact list, directions to site (or GPS coordinates), Installer’s SOW, Installer work

items and installation notes, list of equipment and installation materials, floor plan drawing

and rack elevation drawing, equipment shelf detail drawings, cable running lists (power, fiber

and data), cable run diagram, power cable assignment and management information, optical

fiber assignment and management information, commissioning data.

Prepare and furnish final as-built Engineering Design Packages (EDPs)/Engineering Documents

Note: Non-NEBS cabinets are provided for standard Turnkey Install within the EMEA and APAC

region. NEBS compliant cabinets are available as Out of Scope work. For all other regions, racks are

provided for DTN/ATN standard Turnkey Install and NEBS-compliant cabinets are provided for

standard DTN-X standard Turnkey Install.

Materials Planning and Procurement:

Procure, stage and deliver to site locations the following materials, as applicable:

o Infinera equipment rack(s)/cabinet(s) and spacers/cable managers (if DTN-X cabinet is not

ordered).

o Rack/cabinet mounting hardware, anchors and top-support materials for each equipment

rack/cabinet

o Infinera provided PDU/Fuse panel for Infinera OTC/ATC site locations only

Power cables – Ground cable to connect new rack/cabinet to existing grounding system

o Ground cable to bond Infinera chassis to rack/cabinet

Ground cable to connect new rack to existing grounding system

Ground lugs, H-Taps, earth bar connection(s) and all necessary associated materials

2” or 4” Fiber duct or copex equivalent (vertical on rack/cabinet). (Express downspouts that are

not required to be cut in are included in standard scope of work. Any downspouts that require a

cut are Out of Scope work.)

Line-side and intra-node fibers

Consumables (to include velcro, cable ties, labels, waxed cord, etc.)

Install Site Infrastructure:

Accept delivery of Infinera equipment and materials at third-party storage facility

o For DTN-X it is preferred to drop ship directly to site with inside delivery.

Unpack, inventory, inspect and deliver all equipment and installation materials to site location

footprint

Install new rack/cabinet, or use existing equipment rack/cabinet at each site location footprint

Install a fuse panel/PDU into new or existing equipment rack/cabinet at each Infinera OTC/ATC

site location

Ground all new equipment racks/cabinets to existing ground system

Install and terminate DC power cabling (single insulated by default, double insulated if required)

from customer Battery Distribution Fuse Bay (BDFB)/Power distribution Panel (PDP) to Infinera

equipment shelves and install and terminate power to an appropriate fuse panel in OTC/ATC site

locations.

Infinera DC power cable sizing is based on Infinera equipment maximum draw @ 55 degrees

Celsius. Any other calculations using other than 55 degrees Celsius is Out of Scope.

The following table defines the power runs included with the standard Scope of Work. Delivery

of power runs beyond the listed specifications is considered Out of Scope Work.

Product

Line/Chassis

Number and Type of

Feeds

Max Cable Length* Max Cable Size

DTN/

DTC

One (1) A Feed and Return, and One (1) B Feed and Return

Up to 50 ft (14.24 m) 4/0 AWG or 25 mmsq

ATN/ ATC

One (1) A Feed and Return, and One (1) B Feed and Return

Up to 30 ft (9 m) 14 AWG or 2.5 mmsq

OLA/ OTC

One (1) A Feed and Return, and One (1) B Feed and Return

Up to 30 ft (9 m) 12 AWG or 4 mmsq

DTN-X / XTC-10

Up to Six (6) A Feeds and Returns, and Six (6) B Feeds and Returns

Up to 30 ft (9 m) 1/0 AWG or 35 mmsq in EMEA

DTN-X / XTC-4

Up to Four (4) A Feeds and Returns, and Four (4) B Feeds and Returns

Up to 30 ft (9 m) 1/0AWG or 35 mmsq in EMEA

*Cable lengths are measured on the cable ladder, from the middle of the top of the equipment

rack to the middle of the top of the BDFB/PDP.

Label racks/cabinets and power cable according to approved customer standard. If no customer

standard is provided, Infinera will label per established Infinera practice.

‘Red-Line’ engineering specifications

Daily site clean-up and disposal of waste

Supply of all required installation tools

Perform Equipment Installation & Commissioning:

Unpack, inventory, and inspect all equipment

Install all new chassis’ in the rack/cabinet per the EDP/Engineering Document

Ground (bond) the new chassis’ to the rack(s)/cabinet(s)

Install modules in the chassis’ per the EDP/Engineering Document

If required, connect pre-terminated, existing power cables to each Infinera chassis.

Install, scope, clean, measure insertion loss, test and connect all of the intra-node fiber jumpers

and Line side fiber jumpers from equipment to customer line side fiber patch panels. (Standard

service provides line side fibers up to 30 meter length, of SC-SC connector type.)

Install Nodal Control and Timing (NCT) and DCN Ethernet cabling per the EDP/Engineering

Document (if required)

Label equipment shelves and intra node fiber, power cables & data cables per approved customer

standard. If no customer standard is provided, Infinera will label per established Infinera

practice.

Perform site quality audit checklist

Provide ‘Rack Face’ as-build EDP/Engineering Document and intra-node fiber diagram

Commission and Turn Up Equipment:

Verify DC power and grounding

Unpack and inspect all circuit packs & chassis backplanes

Install all circuit packs

Inspect, clean and install all intra-node fiber cables

Connect any pre-existing, pre-terminated intra-node and Data Communication Network (DCN)

management data cables (if required).

Commission and configure equipment with pre-furnished network design and DCN/OSC IP

Addresses

Connect pre-installed fiber jumpers to Infinera line side modules per the EDP/Engineering

Document (if required)

Perform span clean up if required

Install attenuators/pads per EDP/Engineering Document.

Note: For ATN install, additional manual adjustment of span performance may be required to bring

system in line with span engineering design specifications. If such adjustments are necessary because

Infinera was provided with inaccurate fiber span information prior to the install project, additional

labor fees shall apply for making span performance adjustments. The labor shall be rendered via the

Infinera On‐Site Engineering Service.

Note: For the Infinera ILS2 Line system, additional manual adjustment of Raman span performance

may be required to bring system in line with span engineering design specifications. Such

adjustments must be performed via the Infinera On Site Engineering Service.

Note: For SLTE Activation, additional manual adjustment of span performance may be required to

bring system in line with span engineering design specifications. Such adjustments must be

performed via the Infinera SLTE Link Activation Service.

Note: For networks carrying 40GbE and higher transmission rates, additional fees shall apply for

testing. These fees shall be charged via the Infinera On Site Engineering Service.

Perform Test, Acceptance, and 24 Hour Bit-Error Rate Test (BERT):

Alarm clearing on each span and digital link

Inspect and validate performance for each span and digital link

Furnish appropriate test equipment for the applicable service types

Configure and run BERT on a single end to end circuit; standard test period is 24 hours

Provide BERT results in a mutually agreed upon format

Provide notification to customer operations for node / network acceptance

Perform equipment and alarm verification testing

Provide link design as-build diagram

Provide node/link acceptance documentation

Program Management and Technical Oversight:

Identify/assign a dedicated Infinera Program Manager as the single point of contact for all project

logistics, schedules and technical issues. Program Manager responsibilities include:

o Recommend best practices

o Manage all survey and installation, test and turn up schedules

o Provide regular updates to customer management within a mutually agreed upon time

interval

Identify/assign a Lead Technical Oversight Engineer or Tech Support Engineer whose

responsibilities include, but are not limited to:

o Prior to deployment, assist customer with technical requirements, i.e. IP Addressing

o Primary technical interface for Field Teams in all aspects of installation, commissioning,

troubleshooting, route validation and testing

o Interface and assist Ordering Activities with technical issues during the deployment

process

o Span and digital link turn-up, testing and acceptance

Ordering Activities Responsibilities

Provide Infinera with pre-survey data, which includes:

o Site address, site contact information, and access information

o Aisle/bay rack/cabinet assignment(s)

o Aisle/bay/breaker assignments for DC Power (if applicable)

o Specific DC power requirements – i.e. cable size, cable diversity

o Aisle/bay/shelf assignments for Outside Plant (OSP) fiber panel(s)

o Aisle/bay/shelf assignment for DCN management network connectivity (where

applicable)

o Any specific hardware requirements – i.e. specific DC breakers, AC to DC rectifier

systems, specific fiber jumper manufacturer or requirement, etc.

o IP Addressing schemes

o Specific installation standards outside of Telcordia GR-1275

o Labeling standards

o Testing requirements and scope – i.e. if testing is beyond the scope described in this

document

Coordination of site access.

Ensure that authorized staff for operation and maintenance is available during the entire EF&I

period to provide assistance with Infinera Customer Support when requested.

Notify Infinera of any additions, relocations or changes to equipment via Infinera program

manager and/or sales account team. Do not contact Infinera Support hotline (877-INF-5288) or

email <techsupport@infinera.com>

Assumptions and Additional Conditions

Ordering Activity must have all pre-work 100% complete.

All sites must be accessible by standard vehicles.

Reasonable site access will be provided to all engineering, installation, and test personnel.

Provide complete and accurate site location information.

4. INFINERA SPARES MANAGEMENT- NEXT BUSINESS DAY ARRIVAL

General. Infinera shall provide Ordering Activity with spares management services Next Business Day

Arrival (“Spares Management NBD”). Spares Management NBD requires an annual service contract

with Infinera that provides, in the event of a hardware failure, an advanced delivery of a replacement

module will arrive at the designated Ordering Activity site no later than the following business day after

the Return Material Authorization (RMA) request is issued by Infinera. After the replacement module

arrives at the site, the defective module must be returned to Infinera within ten (10) calendar days.

Infinera will provide delivery of a hardware replacement module by the next business day provided that

the RMA number is issued before 2PM local time (PST in North America, or CET in Europe). All RMAs

issued after 2PM local time will be processed the next business day and arrive the following business day

thereafter.

Scope of Service. Spares Management includes the following:

Access by Ordering Activity to the Infinera Customer Support Technical Assistance Center

(TAC) 24 hours a day, 7 days a week, 365 days a year (24x7x365) to request a spare module.

Obligation for the spare to arrive at the designated Ordering Activity’s site by the next business

day of Infinera’s confirmation of the need for the dispatch with the appropriate spare module.

Note that Spares Management NBD is available only for those cities mutually agreed upon by the

Parties.

Assumptions and Additional Conditions. The provision of the Spares Management by Infinera is

subject to each of the following assumptions:

This Service does not include on‐site engineer dispatch service(s). However, this service can be

combined with the purchase of an Infinera First Line Maintenance service, which is sold

separately.

For all Ordering Activity laboratory equipment, and unless otherwise mutually agreed upon, this

service shall provide Next Business Day Ship replacement service.

Infinera shall not be obligated to provide Spares Management NBD until 45 days after the

issuance and acceptance of a purchase order in accordance with the applicable agreement, and

Ordering Activity has provided a complete list of its sites that are to be covered by this Service

(addresses/GPS coordinates consistent with the delivery locations for the Product).

In the event Ordering Activity purchases Spares Management NBD for Product following

expiration of the Warranty Period, it must also purchase an Extended Hardware Warranty Service

for a concurrent duration for such Product.

Spares Management must be purchased for Ordering Activity’s entire network.

Ordering Activity Responsibilities. The Ordering Activity shall be responsible for each of the

following:

Cooperate with Infinera to confirm that Infinera has a complete listing of all Products, including

serial numbers, in order to properly establish and track service entitlement.

Provide a site identification or site contact number.

Ensure that authorized staff for operation and maintenance is available during the entire support

period to provide Infinera with information (e.g., model, serial number, current failure symptoms)

upon request.

The defective module is not required to be returned before Infinera delivers a replacement. After

the replacement module arrives at the site, the defective module must be returned to Infinera

within ten (10) calendar days.

Notify Infinera of any additions, changes and relocations of equipment covered under this

service.

Exclusions. The following items and conditions are excluded from the Spares Management NBD Service

(and any calculation of performance penalties):

RMA/FRU Exchange for Defects or malfunctions caused by:

Actions of personnel not contracted by the Ordering Activity or Infinera;

Failure of the Ordering Activity to follow Infinera’s installation, operation, or

maintenance instructions;

Failure of Equipment that is not serviced by Infinera;

Abuse, misuse, or negligent acts of personnel not contracted by Infinera.

FRU Defects or malfunctions caused by:

Modifications made to FRUs by non-Infinera personnel; or

The attachment to FRUs of Equipment not being supported by Infinera

Consumable items that are not under maintenance support coverage as described in the FRU list.

Delivery of documentation

5. INFINERA SPARES MANAGEMENT – 4 HOUR SPARES ARRIVAL

The Infinera Spares Management – 4 Hour Spares Arrival Service requires an annual service contract

with Infinera. In the event of a hardware failure, this Service provides advanced delivery of a replacement

module to the designated Ordering Activity site within 4 hours from the time the Return Material

Authorization (RMA) was issued and approved by Infinera. The defective module is not required to be

returned before Infinera delivers a replacement. After the replacement module arrives at the site, the

defective module must be returned to Infinera within ten (10) calendar days.

Assumptions and Additional Conditions

Infinera shall provide Spares Management Service in accordance with an agreed upon schedule

once the following occur (i) acceptance of a purchase order for the Spares Management Service

and (ii) and the Ordering Activity has provided a complete list of its sites to be covered by this

service (addresses/GPS coordinates consistent with the delivery locations for the Product).

The Infinera Spares Management – 4 Hour Spares Arrival Maintenance Service is available only

for those cities and/or zip/postal codes specified on the Infinera then-current service coverage

map. Service coverage outside of this range shall be mutually agreed upon on a case-by-case

basis.

If the Ordering Activity purchases the Infinera Spares Management - 4 Hour Arrival Maintenance

Service for equipment following expiration of the warranty period, it must also purchase an

Extended Hardware Warranty for a concurrent duration.

This Service does not include on-site engineer dispatch service(s).

The Infinera Spares Management – 4 Hour Spares Arrival Service shall not apply to customer

laboratory equipment, unless otherwise mutually agreed upon.

The Infinera Spares Management – 4 Hour Spares Arrival Service must be purchased for the

Ordering Activity’s entire network (excluding customer laboratory equipment), or as otherwise

mutually agreed upon.

Ordering Activity Responsibilities

Provide a site identification or site contact number.

Ensure that authorized staff for operation and maintenance is available during the entire support

period to provide Infinera Customer Support with information (e.g., model, serial number, current

failure symptoms) upon request.

Provide Infinera with a complete listing of all Covered Products and their deployed locations.

The information must include the FRU type, serial number, and site location. The Ordering

Activity is further responsible for providing Infinera with updates whenever this information

changes. Infinera must have up-to-date information on Ordering Activity inventory at all times in

order to maintain the 4 Hour arrival SLA provided by this service. Notify Infinera of any

additions, relocations or changes to equipment via Infinera support hotline (877-INF-5288) or

email techsupport@infinera.com.courses on the Product.

6. INFINERA FIRST LINE MAINTENANCE – 4 HOUR ENGINEER ARRIVAL

The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service provides an on-site Technical

Support Engineer (TSE) to remove a defective module and install its replacement, or to facilitate fault

isolation that cannot be performed remotely. The TSE will arrive at the Ordering Activity site within 4

hours of Infinera confirmation that a dispatch is required. This Service is available on a 24 hours a day, 7

days a week, 365 days a year (24x7x365) basis. This Service provides:

Access to the Infinera Ordering Activity Support Technical Assistance Center (TAC) on a

24x7x365 basis to request dispatch of an engineer. If it is determined by Infinera that a module

needs to be returned to Infinera, or that further on-site resolution is required, an Infinera TSE will

be dispatched.

An Infinera TSE will arrive at the designated Ordering Activity site within 4 hours of Infinera’s

dispatch confirmation.

Assumptions and Additional Conditions

Replacement modules are not included with this Service. However, the above Service can be

combined with the purchase of an Infinera Spares Management Service, which is sold separately

under an additional SOW.

Infinera shall provide FLM Service in accordance with an agreed upon schedule once the

following occur (i) acceptance of a purchase order for the FLM Service and (ii) and the Ordering

Activity has provided a complete list of its sites to be covered by this service (addresses/GPS

coordinates consistent with the delivery locations for the Product).

The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service is available only for those

cities and/or zip/postal codes specified on the Infinera then-current service coverage map.

Service coverage outside of this range shall be mutually agreed upon on a case-by-case basis.

The determination as to whether or not the dispatch of a TSE is necessary will be made by

Infinera at its discretion. The Infinera First Line Maintenance - 4 Hour Engineer Arrival Service

is subject to geographic restrictions. Please refer to the Infinera 4 hour FLM coverage map for

details, or talk with an Infinera Sales Representative.

The Infinera First Line Maintenance – 4 Hour Engineer Arrival Service must be purchased for the

Ordering Activity’s entire network, or as otherwise mutually agreed upon.

Ordering Activity Responsibilities

Provide Infinera with a complete listing of all products covered by this Service, including serial

numbers, in order to properly establish and track service entitlement.

Provide site identification badge and on-site Ordering Activity staff contact information, for the

TSE.

Ensure that authorized staff for operation and maintenance is available during the entire support

period, to provide Infinera with information (e.g., model, serial number, current failure

symptoms) upon request.

Notify Infinera of any additions, changes and relocations of equipment covered under this

Service.

7. Infinera Technical Training

The Infinera Learning Experience is a comprehensive suite of training courses and modules to train

Ordering Activity personnel in the installation, administration, maintenance, and operations of the

Infinera Digital Optical Network. Infinera utilizes the latest in learning technologies and methodologies

to create a personalized learning environment, providing timely and relevant information in easily-

accessible formats.

Infinera offers its training courses in two formats:

Classroom Learning Format: Infinera offers all of its courses in a classroom learning format with

extensive hands-on labs on the latest Infinera equipment. Infinera has classroom locations at

headquarters in Sunnyvale (CA, U.S.), London, and Hong Kong. Infinera can also deliver most class

types at the Ordering Activity location.

E-Learning Format: Infinera also offers many courses, videos, and tutorials in e-learning format.

Most of our instructor-led courses require pre-requisites which are completed through e-learning. E-

learning content is accessed through a compatible web browser to Infinera’s Learning Management

System. Ordering Activity can choose to access the content on per course basis or an annual

subscriptions. The annual subscription allows access to all Infinera Customer e-learning content for

one year from purchase date.

Learning Management

The Infinera Learning Experience includes customer learning management. Our 24x7 online system is

accessible through a compatible browser and will keep track of all aspects of the training experience.

Each Ordering Activity and each student will have their own training record where Infinera will maintain

training paths, recommended curriculums, completion status, exams, certifications, exams, and feedback.

The system will supply the necessary reports for managers to track the progress of their staff.

Training Credits

The Infinera Learning Experience uses a “training units” model. In its simplest form, Ordering Activities

buy training units which are good for one year from the date of purchase, then use the training units to

purchase various training classes. The primary advantages of buying training units instead of classes

directly in $USD are flexibility and price protection. There are two types of training units – one type is

for eLearning, and the other type is for instructor-led.

Infinera DTN-X Training Course Descriptions – Core Courses

DTN-X Overview Course – This course is primarily delivered as an e-learning offering and can be

completed at the student’s own pace. The course provides an overview of Infinera Digital Optical

Network architecture, network applications, and product descriptions. This will include topics such

as DTN-X and Optical Line Amplifier system architecture, hardware overview, signal flow, and an

overview of the architecture, features, and capabilities of the Infinera Graphical Node Manager

(GNM) and Infinera Digital Network Administrator (DNA). This class is also available per request in

an instructor – led format. In a classroom, the minimum class size is 4 and maximum class size is 25.

DTN-X Field Engineering – This three-day hands-on technical training course focuses on field

personnel and training them to be able to turn up and test the DTN-X product line. The course will

provide an overview describing the procedures to commission a Switching Transport Chassis (XTC).

This will include such topics as commissioning a GNE, an SNE, an Expansion Chassis, fibering a

digital span, provisioning a circuit, and interpreting alarms. This course has a prerequisite

requirement of DTN-X theory and hardware description to be completed via e-learning. This course,

combined with the e-learning will prepare a student for field engineering certification exam. The

minimum class size is 4 and recommended maximum class size is 8. Because this course is very

much hands-on in a lab environment, this course is only available at an Infinera facility in Sunnyvale,

London, or Hong Kong.

DTN-X NOC Engineering – This three-day hands-on technical training course will provide an

overview describing the procedures for operations, administration, maintenance, and provisioning of

the DTN-X. This will include use of DNA, alarm descriptions, troubleshooting, circuit pack

configuration, querying and provisioning a working network element, understanding performance

monitoring and alarm clearing techniques. Students will receive hands-on exercises for three days for

OAM&P capabilities of the DTN-X. This course has a prerequisite requirement of DTN-X theory and

hardware description to be completed via e-learning. This course, combined with the e-learning will

prepare a student for NOC engineering certification exam. The minimum class size is 4 and the

maximum class size is 12.

Infinera DTN-X Training Course Descriptions – Additional Courses

DNA Fundamentals – This two-day hands-on technical training is designed for NOC Engineers who

carry out surveillance and troubleshooting of the DTN/DTN-X network using Digital Network

Administrator (DNA).

Network Customer Service – This two-day hands-on technical training is designed for Ordering

Activity Technical Support Engineers who rectify customer reported circuit issues on the DTN and

DTN-X network.

DTN-X Provisioning – This two-day hands-on technical training is designed for Service Delivery

Engineers who design and provision services in the DTN/DTN-X network.

DTN-X Deployment – This three-day hands-on technical training is designed for Deployment

Engineers performing commissioning and configuration activities from a remote location using

Digital Network Administrator (DNA) and Graphical Node Manager (GNM) who adds capacity on

the network, confirms power levels, set thresholds, set up cross connects for trib to trib testing and

ensure successful deployments of new nodes.

Site Engineering – This four-day hands-on technical training is designed for Site Engineers who

carry out site surveys and create work order packages for field techs to install and commission

network elements and module adds. This training course will show the student how to configure a

node, including addresses for the DCN, GMPLS and OSC, configure Line Modules and Band Mux

Modules (BMMs), make all physical connections and other configuration options as well as

performing software upgrades. Hands on exercises are done using Graphical Node Manager (GNM).

First-Line Maintenance – This two-day hands-on technical training is designed for engineers who

carry out first line maintenance activities. This training course will show the student how replace

modules, retrieve logs, back up databases and perform other activities when given remote instructions

and guidance from the Network Operations Center.

Network Planning – This two-day hands-on technical training is designed for Network Planners who

design the network with Infinera assistance. This training course will show the student how to

manage network capacity, how to add and configure Line Modules and Band Multiplexing Modules

(BMMs), plan and design node administration such as DCN and GMPLS IP addresses and NTP

configuration, read optical power measurements, given an introduction to Digital Network

Administrator (DNA) including in depth lessons on critical tools such as Digital Link Viewer (DLV)

and Digital Bandwidth Manager (DBM). Students will also be given lectures to fully understand the

signal flow through the DTN/DTN-X including explanations on Forward Error Correction (FEC) and

Q-Values.

Infinera Training Course Descriptions – Legacy Products (DTN/ATN)

DTN and ATN courses are available upon request.

Training Course Recommendations by Role

Infinera recommends the following training courses, by student role:

Train Personnel for… Detailed Description Recommended Course(s)…

Technical Product

Overview Only

For any staff requiring an introductory

overview to the Infinera Digital Optical

Network system.

Infinera DTN/ATN Product

Overview

Installation and

Commissioning

For staff that undertake the installation and

commissioning of the equipment.

Infinera DTN/ATN Turn Up

and Test

Maintenance and Field

Operations

For staff that undertake maintenance of the

equipment. This course needs to cover the

details of the methods of operation, routine

maintenance tasks, and fault finding

Infinera DTN/ATN Turn Up

and Test Certification

For staff that undertake the operation and

maintenance of the transmission equipment

on fields, directed by NOC personnel.

Infinera DTN/ATN OAM&P

Certification

Network Management

(I.e. NOC)

For staff who undertake the monitoring of

the network from a central location, e.g.

Network Operating Center (NOC), or

similar.

Infinera Management Suite

(DNA) Overview + Infinera

DTN/ATN Troubleshooting

Configuration

Management

For staff that undertake the remote

provisioning of equipment using the

Network Element Management System.

Infinera DTN/ATN OAM&P

Course

Network Administration For the network administrator who is in

charge of managing servers for

backup/restore, defining user’s profiles and

password, managing security and connection

to the Data communication network; this

course includes all applications and features

of EMS/NMS

Infinera Management Suite

(DNA) Overview

Network Planning For network planning staff responsible for

network modeling, planning and design.

Infinera Network Planning

System Training (available

through your Infinera Sales

Engineer) + Infinera

Management Suite (DNA)

Overview

Scheduling Courses

Infinera flexibly schedules and provides its courses based on Ordering Activity request, and therefore

there is no “set schedule” for our course offerings. To schedule an Infinera course, simply submit your

training request to the Infinera Global Customer Technical Assistance Center (via phone, email, or

Infinera Customer Web Portal), and a training specialist will work with you to schedule the appropriate

courses.

Exhibit C

SOFTWARE SUPPORT

Conditions to Provision of Services. During the Software Warranty Period, Infinera shall make

available the following services to Ordering Activity for the Software:

1. HELP DESK SUPPORT

Infinera shall provide a service desk (contacted through a telephone help line) to assist Ordering Activity

in obtaining a quick response to network faults or troubleshooting questions (the “Technical Assistance

Center” or “TAC”). The service desk shall log and track trouble tickets for reported faults within the

scope of 3rd Line Support. The TAC help desk will be available 24 hours per day, 7 days per week and

every day of the year (24 x 7 x 365). The number for the Infinera’s Technical Assistance Center is:

877-INF-5288 (463-5288) / Main 408-572-5200

email: techsupport@infinera.com

fax: 408-572-5343

Additional access phone numbers for Infinera’s Technical Assistance Center:

2. SERVICE ESCALATION PROCEDURES

2.1 Defect Severity Levels. Defects (classified as Critical, Major, or Minor defects) for all Products are

defined in this Section. The classification and reclassification of the defect level shall be at the reasonable

Direct within U.S.                                             1.408.572.5288

Toll-free within U.S.                                        1.877.463.5288

Toll-free within Australia                              0011.8004634.6364

Toll-free within Benelux                         00.800.4634.6372

Toll-free China Netcom                                 00.800.4634.6364

Toll-free China Telcom                      00.800.4634.6364

Toll-free within Denmark                             00.800.4634.6364

Toll-free within Finland                                 990.800.4634

Toll-free within France                                 00.800.4634.6372

Toll-free within Germany                            00.800.4634.6372

Toll-free within Greece                                 00800.1809.204.3766

Toll-free within India                                      00.800.100.4014

Toll-free within Indonesia              001.803.015.204.3768

Toll-free within Italy                                       00.800.6300.6400

Toll-free within Japan                                    010.800.4634.6372

Toll-free within Mexico                                 001.855.587.7440

Toll-free within Spain                                 00.800.4634.6364

Toll-free within Sweden                              00.800.4634.6364

Toll-free within Switzerland                        00.800.4634.6364

Toll-free within U.K.                                     00.800.4634.6372

discretion of Infinera; provided, however, that such classifications and reclassifications shall be in accordance

with the definitions set forth in this Section. In the event a defect is subsequently reclassified to a higher

severity level, the Service Restoration time period shall begin at the time the defect is reclassified.

(a) Critical Defects. “Critical Defects” means conditions under which the Product is inoperative and

Ordering Activity’s inability to use the Product creates an emergency situation with respect to

Ordering Activity’s business operations. This condition generally is characterized by a loss of

network connectivity or service affecting a major customer or multiple other customers due to

Product failure and requires immediate restoration or correction.

(b) Major Defects. “Major Defects” means conditions under which the Product is usable by

Ordering Activity, with limited functions, but creates a manageable situation with respect to

Ordering Activity’s business operations. The condition is not critical to overall Ordering Activity

operations and does not severely restrict such operations.

(c) Minor Defects. “Minor Defects” means conditions under which the Product is usable and the

condition does not adversely affect Ordering Activity’s operations. These problems are those

resulting in a minor failure that is cosmetic or de minimis in nature.

2.2 Initial Response; Service Restoration; Defect Resolution. With respect to the terms utilized in

the table below, the following definitions shall apply:

“Defect Resolution” is the time elapsed from Ordering Activity’s report of a defect to the time Infinera

provides a final correction or modification of the Product that corrects the root cause of the defect.

“Initial Response” means the time it takes from Ordering Activity’s initial report of the defect until

Ordering Activity speaks with the appropriate Infinera subject matter expert as set forth in the escalation

table below. The measurement of Initial Response time does not apply when a Ordering Activity call is

related to a previously reported defect.

“Service Restoration” means the time it takes Infinera to apply a functional resolution to the reported

defect, meaning Infinera provides Ordering Activity with a temporary fix or workaround that solves a

reported defect and that can be used by Ordering Activity with minimal inconvenience and minimal

impact on Ordering Activity’s business operations.

Infinera shall exercise continuous and uninterrupted efforts, twenty-four (24) hours a day, seven (7) days a

week, to achieve Service Restoration for any Critical Defects as soon as possible after reported by Ordering

Activity. Without limiting the generality of the foregoing, the Parties agree that the time frames for Initial

Response, Service Restoration and Defect Resolution set forth in the following table represent the estimated

time limit for Initial Response, Service Restoration and Defect Resolution and Infinera shall use all

reasonable efforts to achieve time frames that are better than the time frames set forth below.

Severity

Level

Initial

Response

Service Restoration /

Work Around Defect Resolution

Critical

Defect1

Immediate

(15 minutes) 4 hours

20 days for a patch (without

hardware/firmware design

change); 180 days (with

hardware/firmware design

change) in next Maintenance

Release

Major

Defect 30 minutes 24 hours

45 days for a patch (without

hardware/firmware design

change); 180 days (with

hardware/firmware design

change) in next Maintenance

Release

Minor

Defect 1 hour N/A Next Maintenance Release

1 With respect to all Critical Defects, Infinera shall provide hourly status updates to

Ordering Activity until Service Restoration has been achieved.

2.3 Escalation of Unresolved Defects within Infinera. For all defects reported by Ordering

Activity, Ordering Activity shall have the right to require Infinera to escalate Ordering Activity’s defect

to the next appropriate tier in the applicable Infinera support organization. Such escalation is not intended

to and shall not diminish Infinera’s obligations to restore and resolve defects within the applicable time

frames. In addition, Infinera shall observe the following management notification procedures with

respect to all unrestored Critical Defects:

(a) Service Interruption. Upon Ordering Activity’s report to Infinera of the existence of a Critical

Defect, Infinera shall notify Infinera’s Tier 3 Support via an Infinera technical support engineer

and any additional Infinera personnel as needed by Product. If Service Restoration with respect

to a Critical Defect has not been achieved within thirty (30) minutes after the defect is reported by

Ordering Activity to an Infinera technical support manager, as applicable, Infinera shall notify the

appropriate Infinera supervisory management of the unrestored condition. If Service Restoration

has not been achieved within one (1) hour after the defect is reported, the next higher level of

Infinera supervisory management shall be notified of the unresolved condition.

(b) Extended Service Interruption. Upon the occurrence of an Critical Defect that: (i) affects

multiple customers and Service Restoration has not been achieved within thirty (30) minutes

following Ordering Activity’s report to Infinera of such Critical Defect; or (ii) affects special

facilities, such as 911, governmental facilities, military, commercial airports, etc.; or (iii) includes

media involvement (an “Extended Service Interruption” or “ESI”), then in addition to the

Infinera personnel identified in subsection (a) above, Infinera shall notify Infinera’s Vice

President of Service and Support and the Vice President of Hardware Engineering or Vice

President of Software Engineering, depending on the nature of the defect, as applicable. Such

notification shall be made by means of Infinera’s call center via telephone, facsimile or e-mail

commencing within sixty (60) minutes following Ordering Activity’s report to Infinera of the

Critical Defect and concluding within thirty (30) minutes thereafter.

Technical and management escalation contact information for the persons set forth in this Section are as

follows:

Level Name Position Phone # Email

Tier3

Support

24/7 TAC Technical Support

Engineer

1-877-463-5288 techsupport@infinera.com

Technical

Support

Director

Charlie

Plitt

Director, Technical

Assistance Center,

Service and Support

1-877-463-5288 cplitt@infinera.com

VP, Service

and Support,

Office of the

Chief

Operating

Officer

Lonny

Orona

Vice President,

Global Service and

Support

1-877-463-5288 lorona@infinera.com

2.4 Measurement of Response, Restoration and Resolution of Defects. Infinera shall provide to

Ordering Activity a report that summarizes the percentage of defects responded to, restored and resolved

within the time frames specified in this Section 2.

2.5 Reviews. As part of its ongoing support services, Infinera shall provide Operational reviews and

service reports within mutually agreed to time frames (but no less than quarterly), which reports shall

include, without limitation: (i) a detailed summary and status of all defects reported by Ordering

Activity; (ii) the number of remote accesses by Infinera into Ordering Activity’s systems; (iii) the number

of Maintenance and Support Services-related on-site visits; (iv) Maintenance Releases sent and applied to

Products; (v) analysis of hardware and Software release schedules; and (vi) an analysis of RMA requests

and fulfillment of same by Infinera.