Contract No. _______________
THIS NETSOURCING AGREEMENT ("Agreement") is entered into as of September
29, 2000 (the "Effective Date") by and between INTIRA CORPORATION, a Delaware
corporation ("Intira"), and DOVEBID, INC., a Delaware corporation ("Customer").
Intira is in the business of providing hosting and data management, Internet
access, and security services in connection with applications that can be made
available on Intira's private network and/or the Internet. Customer, on the
terms and conditions set forth in this Agreement, desires to obtain from Intira
the services set forth in the Statement of Work attached hereto. Intira, on the
terms and conditions set forth in this Agreement, has agreed to provide such
Accordingly, Intira and Customer hereby agree as follows:
SECTION 1 - DEFINITIONS
The following defined terms and other capitalized terms defined herein and as
described in the exhibits attached to this Agreement will govern the
interpretation of this Agreement.
"Customer Application" means the content, coding, text, applications, and
software that appear on, or are provided to Intira for which Intira will provide
the Netsourcing Services and which will be stored on the Servers (defined
"Delivery Date" means the date on which the Netsourcing Services are
successfully installed and made available to Customer. The parties acknowledge
that the Netsourcing Services to be provided hereunder shall be performed in two
(2) phases ("Phase 1" and "Phase 2"). The Delivery Date for the Netsourcing
Services for Phase 1 shall be that date on which the Netsourcing Services for
such Phase 1 are successfully installed and made available to Customer. The
Delivery Date for Phase 2 shall be the earlier of (a) the date on which the
Netsourcing Services for such Phase 2 are successfully installed and made
available to Customer, or (b) January 1, 200l.
"Documentation" means any written, video or audio materials, including
training materials, provided by Intira to Customer for use in connection with
the Netsourcing Services.
"Intira Network" means the telecommunications equipment, facilities and
bandwidth owned or controlled by Intira and dedicated to supporting the
"Netsourcing Services" shall have the same meaning as is set forth in
Section 2.1 of this Agreement.
"Server" means the server or servers identified by the SOW as intended for
use in connection with the Netsourcing Services to be provided hereunder.
"Term" has the meaning ascribed to it by Section 5.1 hereof.
SECTION 2 - NETSOURCING SERVICES
2.1 Services. Intira, during the Term of this Agreement, will provide the
data management services, security services, internet access services and other
services (collectively, the "Netsourcing Services") described in the Statement
of Work attached to this Agreement as Exhibit A (the "SOW").
2.2 Service Level Agreement. The Netsourcing Services during the term will
meet the standards established by the Service Level Agreement "SLA" attached
hereto as Exhibit B. In the event Intira fails to satisfy the terms of the SLA
with respect to all or a portion of the Netsourcing Services, Intira will grant
Customer such rights and remedies as are specifically set forth in the SLA.
2.3 Change Requests. Customer, at any time prior to or during the Term,
may request additions, deletions, or alterations (all hereinafter referred to as
a "Change") to the Statement of Work. Within a reasonable time after a request
for a Change, Intira shall submit a proposal to Customer that includes any
changes in Intira's prices or in the performance schedule resulting from the
Change. Customer, within ten (10) days of receipt of the proposal, shall either
(i) accept the proposal with a written amendment directing Intira to perform the
Change or (ii) advise Intira not to perform the Change in which event Intira