Ivanti OEM Support and Maintenance Terms

Ivanti has established a support, maintenance, and enhancement programme for the licenced Software (the “Maintenance”). Ivanti shall provide OEM the services set forth below for the entire term of the relevant OEM Agreement, provided that, (i) OEM is current in its obligations under the relevant OEM Agreement, (ii) Software malfunctions, Errors, or End User support requests have not been caused by OEM’s modifications of the licenced Software, or (iii) Software malfunctions, Errors, or End User support requests caused by the use or operation of the licenced Software with any hardware, software or media not authorised by Ivanti or included in the Documentation.

Error Notification

When notifying Ivanti of any suspected Error, OEM must provide Ivanti with detailed information about the Error, including an example, the context in which it was encountered, details of OEM or End User’s system configuration, and the steps necessary to generate or reproduce the Error.

New Releases

Ivanti shall supply all extensions, enhancements, and other changes which Ivanti deems to be logical improvements or extensions (“New Releases”) incorporated into the licenced Software which Ivanti elects to generally furnish without additional charge to all OEMs enrolled in maintenance and support for the particular Software. OEM shall receive one (1) copy of each New Release, at no additional charge. Ivanti shall provide, via telephone or self-service portal, reasonable assistance to help OEM instal and operate each New Release.

Definitions

“Level One Support.” OEM will provide Level One Support, including but not limited to, (i) taking calls from OEM customers, providing initial troubleshooting and resolution, and providing general technical guidance and assistance, (ii) respond directly to requests for support from End Users or other participants in the distribution channel; (iii) installation of software enhancements and provision of training services for such enhancements to End Users and other participants in the distribution channel; (iv) isolation of Errors, including determination as to the source of any Error, coordination of the Error correction efforts and provision of relevant information related to any Errors. Customer issues that cannot be resolved at this level will be escalated to the OEM “Level Two Support” teams.

“Level Two Support.” OEM will provide Level Two Support, including but not limited to, (i) the provision of specialised technical guidance and assistance to facilitate the delivery of Level One Support, (ii) assisting OEM engineers by responding directly to requests for support from End Users or other participants in the distribution channel; and (iii) isolation of licenced Software problems to determine the cause of such Errors, (iv) receive escalated customer issues from Level One Support that have not been resolved and will characterise the Errors. They will work with other OEM groups to obtain a resolution.

“Level Three Support.” Ivanti will provide Level Three Support, (i) by taking characterised and prioritised Errors from OEM and resolving them, (ii) by providing specialised technical guidance and training that allows OEM to deliver effective Level One Support, and (iii) by giving OEM engineers assistance in responding directly to requests for support from End Users or other participants in the distribution channel.

“Error” means a reproducible failure of a properly licenced, implemented, and used licenced Software to perform in substantial conformity with the applicable Documentation.

OEM Responsibilities

OEM technical support will be responsible for the following customer issues or Errors:

1.
Provide Level One Support.
2.
Provide Level Two Support.
3.
Serve as the sole customer contact point at all times during the sales and product lifecycles.
4.
Resolve all Ivanti related issues and Errors that OEM has the technical capacity to resolve.
5.
Reproduce and verify Ivanti Error(s) that are reported by customers in a controlled environment whenever possible.
6.
Estimate Priority Level prior to contacting Ivanti using the following table (the descriptions only serve as guidelines in assigning a priority level).
7.
Report verified Error(s) to Ivanti technical support providing Ivanti technical support with a detailed description of the steps necessary to reproduce the Error(s).
8.
Provide Ivanti technical support with any materials necessary to reproduce the Error such as input or output materials, specialised software, or other computer files deemed necessary for Error resolution.

Ivanti Responsibilities

Ivanti will provide at a minimum the following maintenance and support with respect to the licenced Software:

1.
Provide Level Three Support to OEM, including:
a.
Maintain a telephone number and self-service portal for access to a knowledgeable support team to receive calls during normal business hours concerning issues, Errors and questions.
b.
Provide acknowledgment of the receipt of an issue report from OEM in the timeframe outlined below.
c.
Provide the OEM representative that initiated the communication with a Ivanti issue number for tracking purposes at the time of the issue report.
d.
Perform analysis of reported Software Error and any unresolved issues.
e.
Provide prompt notification and assistance in the event Ivanti determines an Error exists.
f.
The priority level of an Error shall be determined by Ivanti in its sole discretion (using the priority level descriptions below), taking into consideration OEM’s good faith estimation of the Priority Level.
g.
Take appropriate corrective action on any Error it receives in accordance with the schedule below. Undertake any efforts to develop solutions or workaround within the timeframe outlined below.
h.
Provide OEM with the necessary technical support, data, or software to allow OEM to distribute licenced Software fixes and Documentation that is developed by Ivanti as a resolution to the Error.
i.
Provide information, where such information is not clearly described in the associated Documentation, and consulting assistance regarding the operation of the licenced Software in order to enable OEM technical support personnel to perform their related duties.

Issue Priority Levels and Descriptions

Priority Level Description
P1 means an incident where, notwithstanding proper installation and use: (a) a substantial portion of one or more licenced Software does not operate and cannot be restarted; (b) there is an Error in a major programme function that renders such major programme function completely unusable; or (c) there is an Error that causes a third-party, mission-critical application to be unstable.  P1 issues must be submitted to Ivanti by phone.
P2 means an incident where, notwithstanding proper installation and use, there is an Error in a major programme function causing significant impact to one or more licenced Software such that the licenced Software is difficult but not impossible to use.
P3 means an incident where, notwithstanding proper installation and use: (a) there is non-critical degradation of performance or function in one or more licenced Software; or (b) there are minor intermittent problems in one or more licenced Software.  A commercially reasonable workaround may be available.
P4 means all requests for an enhancement to, information, questions, or Documentation issues concerning one or more licenced Software or Errors with little or no effect on normal operation of the licenced Software.

Ivanti will make reasonable efforts to maintain the following response and resolution criteria. This will include, but is not limited to, minimally ensuring that a Ivanti support engineer will be available by phone 6:00 am - 6:00 p.m. in Mountain Time (MT) zone, Monday-Friday, excluding Ivanti’s regularly scheduled holidays.

Response and Target Resolutions Times

Issue Priority Response Time Target Resolution Time
1 1 hour 3 business days
2 4 hours 15 business days
3 8 hours Next Release
4 1 week To be determined by the parties

Response Time is defined as the time necessary to acknowledge the receipt of an Error and request additional information that may be necessary to analyse the Error. In the case of an Error submitted by telephone it is assumed that the response is immediate in that the call is answered as soon as a Ivanti technical support engineer is available to answer.

Resolution Time is defined as the time necessary to provide a licenced Software fix, workaround or explanation of functionality or other such item as to: 1) Resolve the customer's Error where it is proven to be the fault of Ivanti licenced Software, 2) provide reasonable explanation or evidence that the Error is not the result of Ivanti licenced Software or 3) request any additional information as is necessary for the Ivanti technical support group to resolve the customer's problem, or escalate the Error to the Ivanti quality assurance or engineering groups for investigation and resolution. For Errors assigned Issue Priority Level 3 or 4, the Ivanti technical support group will be responsible for monitoring the timeliness of the QA/Engineering response, as well as keeping the OEM technical contact updated as to the status of the Error.