CONTRACT 7431 Service AgreementAgreement No. 7431
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.iIT PURCHASE AND SERVICES AGREEMENT
This IT PURCHASE AND SERVICES AGREEMENT ("AGREEMENT") is entered into this 26th
day of September, 2025, by and between the CITY OF EL SEGUNDO, a municipal corporation and
general law city ("CITY") and NMK Corporation, a California corporation ("SELLER"). CITY and
SELLER may be referred to collectively herein as "the Parties" and individually as "the Party".
RECITALS
A. WHEREAS, CITY desires to obtain certain Cisco IT equipment, software, or services,
including any related professional, technical, or support services, (collectively, the "Purchase"), as
set forth in this Agreement and related Exhibits; and,
B. WHEREAS, SELLER is an authorized value-added reseller, distributor, or owner of the
Purchase and will provide or coordinate the performance of any services included in the Purchase;
and,
C. WHEREAS, SELLER has agreed to sell, deliver, and provide the Purchase to CITY as set,
forth in this Agreement and related Exhibits; and,
D. WHEREAS, CITY acknowledges and agrees that the Purchase may be subject, in whole
or in part, to additional terms and conditions, including but not limited to a Terms of Service ("ToS"),
Service Level Agreement ("SLA"), or End User License Agreement ("EULA"); and,
E. WHEREAS, the Parties wish to enter into this.Agreement to formalize the terms and
conditions governing the Purchase, including and not limited to delivery and payment.
NOW THEREFORE, the Parties agree as follows:
1. SCOPE OF WORK
A, Subject to the terms and conditions of this Agreement, SELLER will provide and deliver
to CITY without modification and change, unless explicitly agreed to in writing by the
Parties, the Purchase as set forth in Exhibit "A" (Estimate No. CES-156, dated
September 26, 2025) to this Agreement and incorporated herein by reference.
B. CITY will pay SELLER an amount not to exceed $9,896.86 for the Purchase, as
described in more detail in Exhibit "A" to this Agreement.
C. Upon delivery and acceptance of the Purchase, and for the term of this Agreement,
SELLER hereby grants to the CITY a non -transferable, non-exclusive license to use any
software included in the Purchase.
D. To the extent SELLER is party to a reseller or other agreement with any manufacturer or
developer of the Purchase, SELLER will pass through to CITY all rights and protections
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related to the Purchase under any applicable ToS, EULA, manufacturer's limited
warranty, disclaimers, limitations of liability, and other relevant terms and conditions.
E, Without limiting the foregoing, should the Purchase be subject to any additional terms
and conditions, such terms and conditions are incorporated into this Agreement as:
Exhibit "B," Cisco General Terms.
Exhibit "C," Cisco Service Description for Cisco Success Tracks (formerly, Smart
Net).
2. TERM AND TERMINATION
A. This Agreement will be coterminous with the license term of the Purchase as set forth in
Exhibit "A" to this Agreement, unless otherwise extended in writing by the Parties.
B, During the term of this Agreement, CITY may terminate this Agreement or any portion of
the Purchase at any time by providing written notice pursuant to this Agreement, with or
without cause. Upon termination of this Agreement, and effective immediately, SELLER
will cease all services related to the Purchase under this Agreement. The CITY will be
obligated to pay SELLER only for that portion of the Purchase provided and accepted by
the CITY, on a pro rata basis if applicable. SELLER will bear all cost and responsibility
for services related to the Purchase beyond the termination date. The City Manager may
exercise such right of termination on behalf of the City.
C. If applicable, CITY will promptly provide notice to SELLER regarding the return or
destruction of any data belonging to CITY.
3. INDEMNIFICATION
A. SELLER agrees to indemnify and hold the CITY harmless from and against any claim,
action, damages, costs (including, without limitation, attorney's fees), injuries, or liability,
arising from or related to the Purchase and their performance, including, without
limitation, any technical, professional, or support services. This indemnification will
expressly include, without limitation, any claim, demand, or suit alleging that the
Purchase, including any services, delivered or provided by SELLER infringe or
misappropriate any intellectual property right, including but not limited to any copyright,
trademark, patent, or trade secret,
B. Should CITY be named in any suit, or should any claim be brought against it by suit or
otherwise, whether the same be groundless or not, arising out of the Purchase and
SELLER'S performance, including, without limitation, any technical, professional, or
support services, or any actual or alleged infringement or misappropriation of intellectual
property rights, SELLER will defend CITY (at CITY'S request and with counsel
satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any
sums paid out in settlement or otherwise.
C. For purposes of this section, "CITY" includes City's officers, elected and appointed
officials, employees, and volunteers.
D. It is expressly understood and agreed that the this section will survive termination of this
Agreement. The requirements as to the types and limits of insurance coverage to be
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maintained by SELLER, and any approval of such insurance by CITY, are not intended
to and will not in any manner limit or qualify the liabilities and obligations otherwise
assumed by SELLER pursuant to this Agreement, including, without limitation, to the
provisions concerning indemnification.
4. DATA PROTECTION, PRIVACY, CONFIDENTIALITY
A. In performance of this Agreement, the CITY may disclose to SELLER information and
data that is confidential and sensitive. SELLER will adopt and maintain appropriate
measures consistent with industry standards in place to ensure confidentiality and
security of the CITY's data under this Agreement.
B, Furthermore, all rights, including all intellectual property rights, in and to the CITY's data,
will remain the exclusive property of the CITY. SELLER will have a limited, non-exclusive
license to access and use the CITY's data solely for performing its obligations under this
Agreement. Nothing herein will be construed to confer any license or right to the CITY's
data.
5. INSURANCE
A. Prior to the commencement of this Agreement, and at all other times this Agreement is
effective, SELLER will procure and maintain the following types of insurance with
coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (Combined Single)
.... ......... _.
Commercial General Liability: $1,000,000
Cybersecurity Insurance: $1,000,00
Technology Errors and Omissions: $1,000,000
Workers' Compensation: I Statutory Requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most
current ISO-CGL Form. The amount of insurance set forth above will be a combined
single limit per occurrence for bodily injury, personal injury, and property damage for the
policy coverage. Such insurance will be on an "occurrence," not a "claims made," basis.
C. Cyber Liability Insurance will be sufficiently broad to respond to the duties and obligations
as is undertaken by SELLER in this Agreement and will include, but not be limited to,
claims involving security breach, system failure, data recovery, business interruption,
cyber extortion, social engineering, infringement of intellectual property, including but not
limited to infringement of copyright, trademark, trade dress, invasion of privacy violations,
information theft, damage to or destruction of electronic information, release of private
information, and alteration of electronic information.
D. Technology Professional Liability Errors and Omissions Insurance appropriate to the
SELLER's profession and work hereunder, and will be sufficiently broad to respond to
the duties and obligations as is undertaken by the SELLER in this Agreement and will
include, but not be limited to, claims involving security breach, system failure, data
recovery, business interruption, cyber extortion, social engineering, infringement of
intellectual property, including but not limited to infringement of copyright, trademark,
trade dress, invasion of privacy violations, information theft, damage to or destruction of
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electronic information, release of private information, and alteration of electronic
information.
E, SELLER will furnish to CITY a duly authenticated Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement, and endorsed with the
following:
Additional Insured endorsement with this language: "The City of El Segundo, its
officers, elected and appointed officials, employees, and volunteers as additional
insureds," through ISO Form CG 20 10 11 85 or CG 20 10 with CG 20 37;
ii. Cancellation endorsement with this language: "The City of El Segundo will receive
thirty (30) days written notice in the event of cancellation, nonrenewed or reduction."
iii. Primary and Non -Contributory endorsement with this language: "Coverage is primary
and non-contributory such that any other insurance that may be carried by the City of
El Segundo will be excess thereto."
SELLER will provide any other endorsements as required herein, and such other
evidence of insurance or copies of policies as may be reasonably required by CITY from
time to time. Insurance must be placed with insurers with a current A.M. Best Company
Rating equivalent to at least a Rating of "A:VII."
F. Should SELLER, for any reason, fail to obtain and maintain the insurance required by
this Agreement, CITY may obtain such coverage at SELLER'S expense and deduct the
cost of such insurance from payments due to SELLER under this Agreement or terminate
this Agreement pursuant to Section 2 (Term and Termination).
6. WARRANTIES; TITLES
A. SELLER represents and warrants that the Purchase will be delivered free and clear of
all liens, claims, and encumbrances, will be free from defects in design, materials, and
workmanship, and will perform in accordance with its intended and ordinary use. These
warranties will remain effective notwithstanding any inspection or acceptance of the
Purchase by City.
B. If services are included in the Purchase, SELLER warrants that such services are subject
to the most favorable commercial warranties SELLER provides to any customer for the
same or substantially goods and services as the Purchase, or such other more favorable
warranties as is specified in this Agreement.
C. In addition to the foregoing, SELLER will pass through to CITY any manufacturer's
warranty applicable to the Purchase and will provide reasonable assistance to CITY in
facilitating returns, replacements, or dispute resolution with the manufacturer.
D. Title to all materials and supplies included in the Purchase will pass directly from
SELLER to CITY upon CITY's acceptance following inspection and opportunity to reject.
7. INSPECTION. CITY reserves the right to inspect the Purchase upon delivery for damages
and defects, and to reject the Purchase, in whole or in part. SELLER will bear all cost including
shipping, handling, and restocking fees (if any) for the return or replacement.
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8. NOTICES. All communications to either Party by the other Party must be in writing and will be
deemed made when received by such party at its respective name and address as follows:
If to SELLER:
Attn: Nabeel Khatri
NMK Corporation
2740 N. Springfield Street
Orange, CA 92867
(714) 312-6786
i.nabeel@gmail.com
If to CITY:
Attn: Paul Silverstein, Interim ITSD Director
City of El Segundo
350 Main Street
El Segundo, CA 90245
(310) 524-2392
psilverstein@elsegundo.gov
Any such written communications by mail will be conclusively deemed to have been received
by the addressee upon deposit thereof in the United States Mail, postage prepaid, and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices
are to be given by giving notice in the manner prescribed in this section.
9. INDEPENDENT CONTRACTOR. CITY and SELLER agree that SELLER will act as an
independent contractor and will have control of all work and the manner in which is it
performed. SELLER will be free to contract for similar service to be performed for other
employers while under contract with City. SELLER is not an agent or employee of CITY and
is not entitled to participate in any pension plan, insurance, bonus or similar benefits City
provides for its employees. Any provision in this Agreement that may appear to give City the
right to direct Seller as to the details of doing the work or to exercise a measure of control over
the work means that Seller will follow the direction of the City as to end results of the work only.
10. NON -APPROPRIATION OF FUNDS. Payments due and payable to SELLER for the Purchase
are within the current budget and within an available, unexhausted and unencumbered
appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for
payment of the Purchase beyond the current fiscal year, this Agreement will cover only those
costs incurred up to the conclusion of the current fiscal year.
11. ASSIGNMENT. SELLER may not assign or subcontract the Purchase without the City's prior,
written approval. Should City give consent, it will not relieve SELLER from any obligations
under this Agreement.
12. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body
of this Agreement takes precedence over the attached Exhibit(s). Any inconsistency will be
resolved in this order: Exhibit "A" (Estimate No. CES-156, dated September 4, 2025), Exhibit
"B" (Cisco General Terms), and Exhibit "C" (Cisco Service Description for Cisco Success
Tracks formerly, Smart Net).
13. HEADINGS. The headings and section titles in this Agreement are for convenience only and
will not affect the meaning or interpretation of any provision of this Agreement.
14. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the Parties' entire
understanding. There are no other understandings, terms or other agreements -expressed or
implied, oral or written. Except as otherwise provided, this Agreement will bind and inure to
the benefit of the Parties to this Agreement and any subsequent successors and assigns.
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Agreement No. 7431
16. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be
valid unless made in writing and signed by both Parties hereto and approved by appropriate
action of CITY The City Manager may exercise this authority on behalf of CITY.
16. SEVERABILITY. If any provision of this Agreement is unenforceable, invalid, or conflicts with
applicable law by a court of competent jurisdiction, then such term or provision will be deemed
stricken, without the need for a formal amendment, and the remainder of the Agreement will
remain in full force and effect.
17. SURVIVAL. Upon expiration or termination of this Agreement, this Section and the following
sections will survive: Section 3 (Indemnification); Section 4 (Data Protection, Privacy and
Confidentiality); and Section 5 (Insurance). Furthermore, any other Agreement term that
expressly states or by its nature should survive, will survive.
18. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be executed
by the Parties on any number of separate counterparts, and all such counterparts so executed
constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties
agree that this Agreement, Agreements ancillary to this Agreement, and related documents to
be entered into in connection with this Agreement will be considered signed when the signature
of a Party is delivered by electronic transmission. Such electronic signature will be treated in
all respects as having the same effect as an original signature. SELLER warrants that its
signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this
Agreement and bind SELLER accordingly.
19. TAXPAYER IDENTIFICATION NUMBER. SELLER will provide CITY with SELLER's Taxpayer
Identification Number.
20. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by SELLER
under this Agreement will not be construed to operate as a waiver of any rights City may have
under this Agreement or of any cause of action arising from SELLER's performance. A waiver
by CITY of any breach of any term, covenant, or condition contained in this Agreement will not
be deemed to be a waiver of any subsequent breach of the same or any other term, covenant,
or condition contained in this order, whether of the same or different character.
21. REMEDIES CUMULATIVE. CITY's rights and remedies under this Agreement are not
exclusive and are in addition to any legal rights and remedies.
22. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement.
23. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either Party to the other.
24. GOVERNING LAW; VENUE. This Agreement was drafted in, and will be governed, interpreted,
construed, and regulated, in accordance with the laws of the State of California, and exclusive
venue for any action involving this Agreement will be in Los Angeles County.
Agreement No. 7431
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
a municipal corporation and general law city
Paul Silverstein,
Interim ITSD Director
ATTEST:
NMK Corporation,
a California Corporation
Nabeel Khatri,
President & Secretary
Taxpayer ID: 71-0878531
Suan Truax,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
V�1-24 P 4;' �'
David King,
Assistant City Attorney
t
Mary Sparlogr
Brennan,
Risk Mang
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Agreement No. 7431
Exhibit "A"
Estimate No. CES-156, dated September 26, 2025
ESTIMATE
NK Corporation billing@nmk-corp.com
2740 N Springfield St +1 (714) 312-6786
Orange, CA 92867 www.nmk-corp.com
Bill to
Paul Silverstein
City of El Segundo
350 Main Street
El Segundo, CA 90245-3813
Estimate details
Estimate no.: CES-156
Estimate date: 09/26/2025
Expiration date:10/03/2025
# Product or service
1. C9200L-48P-4X-E
2. CON-SNT-C9200
3. C9200L-DNA-E-48-3Y
4. MR86-HW
5. DP-9861-K9
6. CON-SNT-9861
Note to Customer
NMK Reference #: 22828642-N7Z2B2
Description
Cisco Catalyst 9200L Switch
- 48 Ethernet ports with PoE+
- 4 uplink ports (10Gb)
SMARTNet for Catalyst 9200L
Cisco DNA Essentials License
Cisco Meraki MR86 Outdoor Access Point
Cisco 9861 IP Desk Phone
SmartNet for Cisco 9861 IP Phone (1 year)
Accepted date Accepted by
Agreement No. 7431
//�/X
Ship to
Paul Silverstein
City of EI Segundo
350 Main Street
El Segundo, CA 90245-3813
Qty Rate Amount
1 $2,493.10 $2,493.10
1
$669.90
$669.90
1
$720.05
$720.05
3
$1,557.00
$4,671.00
2
$255.65
$511.30
2
$41.58
$83.16
Subtotal
$9,148.51
Sales tax
$748.35
Total
$9,896.86
Expiry
10/03/2025
d ate
Agreement No. 7431
Exhibit "B"
Cisco General Terms
Agreement No. 7431
Scope and applicability
1.1 These terms (the "General Terms") govern Your access to, and use of, Cisco Offers and incorporate any
Supplemental Terms and Offer Descriptions applicable to Your Order. Capitalized terms are defined in section 14
(Definitions).
1.2 You agree to these terms by accessing or using a Cisco Offer, finalizing Your Order or through Your express
agreement, whichever happens first. These terms apply independently of any contract You may have with a Cisco
Partner.
2. Use Rights
2.1 License and right to use. Cisco grants You, for Your direct benefit, a non-exclusive:
(a) license to use Software and Cisco Content; and
(b) right to use Subscription Offers, including Cloud Services,
in accordance with Your Order or as otherwise agreed in writing (collectively, the "Use Rights"). Your Use Rights
are non -transferable (except Software as permitted under the Transfer Policies).
2.2 Limits on usage. You may not:
(a) transfer, sell, sublicense, monetize or provide the functionality of any Cisco Offerto any third party, except
as authorized by Cisco;
(b) use the Software on second hand or refurbished Cisco devices or use Software licensed for a specific
device on a different device unless authorized by Cisco or permitted under the Transfer Policies;
(c) remove, change, or conceal any product identification, copyright, proprietary, intellectual property
notices or other marks from any Cisco Offer;
(d) reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Cisco Offers; or
(e) use Cisco Content other than as reasonably needed to exercise Your Use Rights.
2.3 Acceptable use. You will ensure Your access or use of Software or Subscription Offers does not:
(a) violate applicable laws or the rights of any third party; or
(b) impede or interfere with the security, stability, availability or performance of any Cloud Service, or any
other network or service (e.g., denial -of -service attacks, penetration testing or distribution of malware).
2.4 Suspension. Cisco may suspend Your access to Software or Subscription Offers if it reasonably believes that You
or an Authorized User have materially breached sections 2.2 (Limits on usage) or 2.3 (Acceptable use).
2.5 Use by third parties. If You permit Authorized Users to access Cisco Offers on Your behalf:
(a) You will make sure all Authorized Users follow these terms; and
(b) You are liable for any breach of these terms by an Authorized User.
2.6 Interoperability requirements. If required by law, Cisco will promptly provide the information You request to
achieve interoperability between applicable Cisco Offers and another independently created program on terms
that reasonably protect Cisco's proprietary interests.
2.7 Use with third party products. Cisco does not support or guarantee integration with third party technologies or
services unless they are included as part of a Cisco Offer or agreed in writing.
2.8 Changes to Subscription Offers. Cisco may change its Subscription Offers, typically to enhance them or add
features. These changes will not materially reduce the core functionality of the affected Subscription Offers
during the Use Term.
2.9 Maintaining Subscription Offers. Cisco may occasionally perform maintenance of its Subscription Offers which
may disrupt the performance or availability of affected Subscription Offers. Cisco will provide advanced notice
of planned maintenance when reasonably possible. If Cisco performs emergency maintenance without notice, it
will take reasonable steps to reduce any disruption of affected Subscription Offers.
2.10 Open -source technology. Separate license terms apply to third party open -source technology used in Cisco
Offers. Open -source terms are found at Cisco's Open Source webpage. As long as You use Cisco Offers according
to these General Terms, Cisco's use of open -source technology in Cisco Offers will not impede Your exercise of
Use Rights or cause Your software to become subject to an open -source license.
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Agreement No. 7431
Free trials
3.1 Accessing Free Trials. Your Approved Source may let You access or use Cisco Offers on a trial, evaluation, beta
or other free -of -charge basis ("Free Trial"). You may only access or use the Free Trial for the period specified
("Free Trial Period") and under any additional terms specified by Your Approved Source in writing. If no Free Trial
Period is specified, You may only access or use the Free Trial for 60 days after the Free Trial is available to You.
Free Trials may not come with support and may be incomplete or have errors. Unless agreed in writing by Cisco,
You will not use the Free Trial in a production environment.
3.2 Ending Free Trials. At the end of a Free Trial, You will promptly Return the Cisco Offers as described in the Free
Trial terms. Your Approved Source may change or terminate a Free Trial at its discretion with reasonable notice.
3.3 Continued use and disclaimer.
(a) If You continue accessing a Cisco Offer after a Free Trial Period or fail to Return a Cisco Offer, You will pay
any applicable fees reasonably charged by Your Approved Source.
(b) Unless agreed by Cisco in writing or required by law, Free Trials are provided "AS -IS" without any
express or implied warranties.
End of life
4.1 Notification. Cisco may end the life of Cisco Offers by providing notice at the End -of -Sale and End-o : if'e Products.
webpage.
4.2 Pre -paid Cloud Service. If Your Approved Source is prepaid a fee for Your use of a Cloud Service that is end of life
before Your then -current Use Term ends, Cisco will either (a) provide You with a generally available alternative
offer, or (b) if Cisco cannot reasonably provide an alternative offer, it will credit the unused balance of fees paid
for the relevant Cloud Service to Your Approved Source or You (if Cisco is the Approved Source) once You Return
the Cloud Service.
4.3 Credit. Credits issued under section 4.2 (Pre -paid Cloud Service) are calculated from the last date the applicable
Cloud Service is available to the end of the applicable Use Term and may be applied only towards the future
purchase of Cisco Offers.
Paying Your Approved Source
You will pay Your Approved Source all amounts due under Your Orders, including fees for additional consumption of a
Subscription Offer or under a Buying Program.
Confidentiality
6.1 General obligation. A recipient of Confidential Information will protect that Confidential Information using the
same standard of care it uses to protect its own confidential information of a similar nature, but no less than a
reasonable standard of care. This section 6 (Confidentiality) will not apply to information which:
(a) is known by the recipient without confidentiality obligations;
(b) is or has become public knowledge through no fault of the recipient; or
(c) is independently developed by, or for, the recipient.
6.2 Permitted recipients. A recipient of Confidential Information will not disclose Confidential Information to any
third party, except to its employees, Affiliates and contractors who need to know. The recipient is liable for a
breach of this section 6 by its permitted recipients and must ensure each of those permitted recipients have
written confidentiality obligations at least as restrictive as the recipient's obligations under these terms.
6.3 Required disclosures. The recipient may reveal Confidential Information if required by law (including under a
court order) but only after it notifies the discloser in writing (if legally permissible). A recipient will reasonably
cooperate with a discloser's reasonably requested protective actions, at the discloser's expense.
6.4 Returning, destroying and retaining Confidential Information. The recipient will return, delete or destroy all
Confidential Information and confirm in writing it has done so within 30 days of the discloser's written request
unless retention is required by law or Confidential Information has been stored in a backup system in the ordinary
course of business. Retained Confidential Information will continue to be subject to this section 6 for five years,
or until the Confidential Information is no longer a trade secret under applicable law.
Privacy and security
7.1 Cisco respects Your Data and will access and use Data in accordance with the Data Briefs.
7.2 In addition, if Cisco processes Personal Data or Customer Content, Cisco will process such data according to:
(a) the Data Processing Terms for Personal Data (which are incorporated by reference);
(b) the security measures described in Cisco's Information Security Exhibit;
(c) the Privacy Data Sheets applicable to the relevant Cisco Offer; and
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Agreement No. 7431
(d) privacy and data protection laws applicable to Cisco Offers.
7.3 You will ensure Your use of Cisco Offers (including collection, processing and use of Customer Content with Cisco
Offers) complies with privacy and data protection laws applicable to Your Cisco Offers, including industry -specific
requirements. You are also responsible for providing notice to, and getting consents from individuals whose data
may be collected, processed, transferred and stored through Your use of Cisco Offers.
Ownership of intellectual property
8.1 Unless agreed in writing, nothing in these terms transfers ownership in any intellectual property rights. You keep
ownership of Customer Content and Cisco keeps ownership of Cisco Offers and Cisco Content.
8.2 Cisco may use any feedback You provide in connection with Your use of Cisco Offers.
Intellectual property indemnity
9.1 Claims. Cisco will defend any third -party claim against You asserting that Your valid use of a Cisco Offer infringes
a third party's patent, copyright or registered trademark (the "IP Claim"). Cisco will indemnify You against the
final judgment entered by a court of competent jurisdiction or any settlements arising out of an IP Claim, if You:
(a) promptly notify Cisco in writing of the IP Claim (but failure to promptly notify Cisco only limits Cisco's
obligations to the extent it is prejudiced by the delay);
(b) fully cooperate with Cisco in the defense of the IP Claim; and
(c) grant Cisco the right to exclusively control the defense and settlement of the IP Claim, and any appeal.
Cisco does not have to reimburse You for attorney fees and costs incurred before Cisco receives notification of
the IP Claim. You may retain Your own legal representation at Your own expense.
9.2 Additional remedies. If an IP Claim prevents or is likely to prevent You from accessing or using the applicable
Cisco Offer, Cisco will either get the right for You to continue using the Cisco Offer or replace or modify the
applicable Cisco Offer with non -infringing functionality that is at least equivalent. If Cisco determines those
options are not reasonably available, then Cisco will provide a prorated refund for the impacted Cisco Offer.
9.3 Exclusions. Cisco has no duty regarding any IP Claim to the extent based on:
(a) any designs, specifications or requirements provided by You, or on Your behalf;
(b) modification of a Cisco Offer by You, or on Your behalf;
(c) the amount or duration of use made of a Cisco Offer, revenue You earned, or services You offered;
(d) combination, operation, or use of the Cisco Offer with non -Cisco products, software, content or business
processes; or
(e) Your failure to change or replace the Cisco Offer as required by Cisco.
9.4 To the extent allowed by law, this section 9 states Your only remedy regarding an IP Claim against You.
10. Performance standards
10.1 Service Level Agreement. Cisco Offers will comply with applicable Service Level Agreements, as set out in the
corresponding Offer Description.
10.2
Warranties. Cisco provides these warranties for Cisco Offers:
Cisco warrants that the Cisco Offer substantially complies with the Documentation as follows
(a) if the Cisco Offer is a Subscription Offer, starting from commencement of the service, for
the duration of the services; and
(b) if the Cisco Offer is Hardware or Software, for 90 days from shipment or longer as stated
in Documentation, or as set out in n roduci Wprrpritigs webpage.
Cisco warrants it will use commercially reasonable efforts and methods to deliver the Cisco
Offer free from Malicious Code.
Cisco warrants that the Cisco Offer is free from defects in material and workmanship for 90
days from shipment or longer as stated in Documentation or as set out in Product warrint es
webpage.
To make a claim for breach of these warranties, promptly notify both Cisco and Cisco Partner (if they are Your
Approved Source) within any specified warranty period.
10.3 Qualifications
(a) You may have legal rights in Your country that prohibit or restrict the limitations set out in this section 10.
This section 10 applies only to the extent permitted under applicable law.
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(b) Section 10.2 does not apply if Your breach of the General Terms contributes to the breach of warranty, or
if the Cisco Offer:
(1) has not been used according to its Documentation;
(2) has been altered, except by Cisco or its authorized representative;
(3) has been subjected to abnormal or improper environmental conditions, accident or negligence, or
installation or use inconsistent with Cisco's instructions or the terms on which it is supplied by
Cisco;
(4) is provided under a Free Trial; or
(5) has not been provided by an Approved Source.
(c) Your sole remedy for breach of a warranty under section 10.2 is, at Cisco's option, either:
(1) repair or replacement of the applicable Cisco Offer; or
(2) a refund of either:
(A) the fees paid for Use Rights in the non -conforming Software;
(B) the fees paid for the period in which the Subscription Offer did not conform less any
amounts paid or owed under a Service Level Agreement; or
(C) the fees paid for the non -conforming Hardware.
(d) Except as provided in Section 10.2 above, and to the extent allowed by law, Cisco makes no express or
implied warranties of any kind regarding the Cisco Offers. This disclaimer includes any warranty,
condition or other term as to merchantability, merchantable quality, fitness for purpose or use, course
of dealing, usage of trade, or non -infringement. Cisco does not warrant that Cisco Offers will be secure,
uninterrupted or error -free.
11, Liability
11.1 Excluded liability. Neither party is liable for:
(a) indirect, incidental, reliance, consequential, special or exemplary damages; or
(b) loss of actual or anticipated revenue, profit, business, savings, data, goodwill or use, business interruption,
damaged data, wasted expenditure or delay in delivery (in all cases, whether direct or indirect).
11.2 Liability cap. Each party's entire liability for all claims relating to these terms will not exceed the greater of: (a)
the fees paid to Cisco for the specific Cisco Offerthat is the subject of the claim in the 12 months before the first
incident giving rise to such liability; or (b) $100,000 USD. This cap is cumulative for all claims (not per incident)
and applies collectively to each party and its Affiliates (not per Affiliate).
11.3 Unlimited liability. Nothing in this section 11 limits or excludes liabilities that cannot be excluded or limited under
applicable law, or for:
(a) bodily injury or death resulting directly from the other party's negligence;
(b) fraudulent misrepresentation or wilful misconduct;
(c) breach of confidentiality obligations, unless the breach relates to section 7 (Privacy and security);
(d) failure to pay for Cisco Offers;
(e) misuse or misappropriation by a party of the other party's intellectual property rights; or
(f) failure to comply with export control obligations.
12, Termination
12.1 Material breach. Either party may provide written notice to the other party if the other party materially breaches
these terms or any written terms otherwise agreed under an affected Order. If the breach remains uncured after
30 days of the date of that notice, the non -breaching party may immediately terminate the affected Orders, in
whole or in part.
12.2 Termination for Compliance with Laws. Cisco may terminate these terms and affected Orders immediately upon
written notice if continued provision of the Cisco Offers will result in a violation of section 13.7 (Compliance with
Laws).
12.3 Effect of termination or expiration. You will Return applicable Cisco Offers (except any Cisco Offer in which title
has transferred to You) at the end of Your Use Term or upon termination of an Order.
13, General provisions
13.1 Survival. Sections 5 (Paying Your Approved Source), 6 (Confidentiality), 7 (Privacy and security), 8 (Ownership of
intellectual property), 9 (IP Indemnity), 10 (Performance standards), 11 (Liability), 12 (Termination) and 13
(General provisions) survive termination of these terms.
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13.2 No agency. These terms do not create any agency, partnership, joint venture, or franchise relationship.
13.3 Assignment and subcontracting.
(a) Except as set out below, neither party may assign or novate these terms in whole or in part without the
other party's written consent which will not be unreasonably withheld. Cisco may assign these terms in
connection with the sale of a part of its business, or to its Affiliates if it provides prior written notice to
You.
(b) Cisco may subcontract any performance associated with any Cisco Offer to third parties if such
subcontract is consistent with these terms and does not relieve Cisco of any of its obligations under these
terms.
13.4 Third party beneficiaries. These terms do not grant any right or cause of action to any third party.
13.5 Use records. You will keep reasonable records of your use of the Cisco Offers. You will let Cisco and its auditors
who are under a written obligation of confidentiality access records of Your use of the Cisco Offers (including
books, systems, and accounts) within 30 days' notice from Cisco. Cisco may not give this notice more than once
in any 12-month period and will conduct any audit during Your normal business hours. If the verification process
reveals underpayment of fees, You will pay these fees within 30 days.
13,6 Changes to these terms. The version of the General Terms applicable to Your Order is the version published at
the Cisco General Terms webpage when the Order is placed. If Cisco changes these terms or any of its parts,
these changes will be published at the Cisco General reel webpage. These changes will only apply to Cisco
Offers Ordered or renewed after the date of the change.
13.7 Compliance with laws
(a) General. Cisco will comply with all applicable laws relating to providing Cisco Offers under these terms.
You will comply with all applicable laws relating to Your receipt and use of Cisco Offers, including sector -
specific requirements and obtaining required licenses or permits (if any).
(b) Trade Compliance. Cisco Offers are subject to US and other export control and sanctions laws around the
world. These laws govern the use, transfer, export and re-export of Cisco Offers. Each party will comply
with such laws and obtain all licenses or authorizations it is required to maintain. Please refer to Cisco's
trade compliance policies at the General Export Compliance webpage.
13.8 Governing law and venue. These terms, and any disputes arising from them, are subject to the governing law
and exclusive jurisdiction and venue listed below, based on Your primary place of business. Each party consents
and submits to the exclusive jurisdiction of the courts in the listed venue. These laws apply despite conflicts of
laws rules orthe United Nations Convention on Contracts for the International Sale of Goods. Despite the below,
either party may seek interim injunctive relief in any court of appropriate jurisdiction regarding any alleged
breach of confidentiality obligations or intellectual property or proprietary rights.
United States, Latin America or the Caribbean, or State of California, United Superior Court of California, County of Santa Clara and
a location not specified below States Federal Courts of the Northern District of California
Africa, Asia*, Europe", Middle East, Oceania; England English Courts
Australia State of New South Wales, State and Federal Courts in New Sou...h..e,. th Wales
Australia
Canada Province of Ontario, Courts of the Province of Ontario
Canada
Mainland China People's Republic of China Hong Kong International Arbitration Center
Italy Italy Court of Milan
Japan Japan Tokyo District Court of Japan
* Excluding locations listed separately in this table.
If You are a US State, Local and Education ("SLED") Government end user, these terms, and any disputes arising
from them, are subject to the laws of the primary jurisdiction in which You are located.
If You are a US Federal Government end user, these terms, and any disputes arising from them, are subject to
the laws of the United States.
13.9 US Government end users
(a) US SLED Government. These terms govern all access to Software, Subscription Offers and Documentation
by US SLED Government end users. No other rights are granted by Cisco.
(b) US Federal Government. The Software, Subscription Offers and Documentation are considered
"commercial computer software" and "commercial computer software documentation" under FAR
12.212 and DFARS 227.7202. These terms govern all access to Software, Subscription Offers and
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Documentation by US Federal Government end users. No other rights are granted by Cisco, but any
inconsistency in these terms with federal procurement regulations is not enforceable against the US
Federal Government.
13.10 Notice. Unless provided in these terms, applicable Offer Description, or an Order, notices to Cisco (a) should be
sent to Cisco Systems, Legal Department, 170 West Tasman Drive, San Jose, CA 95134 or by email to contract-
notice@cisco.com, and (b) are considered effective (i) upon delivery, if personally delivered, (ii) the next day, if
sent by overnight mail, (iii) 3 business days after deposit, postage prepaid, if mailed, or (iv) the same day receipt
is acknowledged, if sent by e-mail. Cisco may deliver notice to You under these terms via email or regular mail,
but it may provide notices of a general nature applicable to multiple customers on cisco.com.
13.11 Force majeure. Neither party is responsible for delay or failure to perform its obligations to the extent caused by
events beyond a party's reasonable control including severe weather events, acts of God, supply shortages, labor
strikes, epidemic, pandemic, acts of government, war, acts of terrorism or the stability or availability of utilities
(including electricity and telecommunications). The affected party must make commercially reasonable efforts
to mitigate the impact of the force majeure event.
13.12 No waiver. Failure by either party to enforce any right under these terms will not waive that right.
13.13 Severability. If any term in these terms is invalid or unenforceable, then the rest of these terms will continue
with full force and effect to the extent possible.
13.14 Entire agreement. These terms are the complete agreement between the parties regarding the subject of these
terms and replace all previous communications, understandings or agreements (whether written or oral).
13.15 Translations. Cisco may provide local language translations of these terms in some locations. Those translations
are provided for informational purposes only. If there is any inconsistency in those translations, the English
version of these terms will prevail.
13.16 No publicity. Neither party will issue any press release or other publications regarding Your use of Cisco Offers
without the other party's advance written permission.
13.17 Order of precedence.
(a) If there is any conflict between these General Terms, Supplemental Terms or any Offer Descriptions, the
order of precedence (from highest to lowest) is:
(1) Regional terms;
(2) Data Processing Terms;
(3) Offer Descriptions;
(4) Supplemental Terms (other than Regional Terms);
(5) these General Terms; then
(6) any applicable Cisco policy referenced in these General Terms.
(b) As between You and Cisco, these terms prevail over any inconsistencies with Your contract with any Cisco
Partner.
Cisco, we, our or us
Cisco Systems, Inc. or its applicable Affiliates.
Cisco Content
...............
Sy _..
stems Information and data, materials or other content provided by Cisco directly or through Your Approved Source to
You as part of Your access to Cisco Offers.
Cisco Offer
Cisco -branded (a) Hardware, (b) Use Rights in Software or Cloud Services, (c) technical support included in a Subscription
Offer and (d) incidental technology and resources.
Cisco Partner
A Cisco authorized reseller, distributor, systems integrator or other third party authorized by Cisco to sell Cisco Offers.
Cloud Service
An on -demand service provided by Cisco accessible via the internet and provides software, platform, infrastructure and
network products and services on an'as-a-service' basis as described in the applicable Offer Description.
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1I
onvv,...., , ,, i �yr J i/r,'d rJ Yr r � � i �,, i r / i%� r J/ � , • ;v 1 n / l J / / , J, � JJ
Jr
(a) is conspicuously marked as confidential if written or clearly stating the information is confidential when (or promptly
after) it is verbally disclosed; or
(b) is information which by its nature should reasonably be considered confidential whether disclosed in writing or orally.
Customer Content As defined in the Data Brief at the ustomer Cont n, Data reef, webpage.
Data Personal Data, Customer Content and Systems Information.
_.... . .... ...... ....... _ ..........
Data Briefs Documents describing each type of Data (e.g., Personal Data, Customer Content and Systems Information) that Cisco
Offers collect, how it is collected, and when it is used, available at the Trust Portal webpage
Data Processing Terms Cisco's data processing terms in the Data Protection A reement or terms agreed between You and Cisco covering the
same scope.
Documentation
The technical specifications and use materials officially published by Cisco specifying the functionalities and capabilities of
the applicable Cisco Offer as updated from time to time.
Free Trial
As defined in section 3.1 (Accessing free trials).
Free Trial Period
As defined in Section 3.1 (Accessing free trials).
Hardware
.. .,. not include any
Tangible Cisco branded hardware products as generally available on the Price List. Hardware n does s
tangible product listed on the Price List in the name of a third party.
Information Security
A document describing the security measures that Cisco implements to secure Personal Data and Customer Content,
Exhibit
available at the Information ;S ri Fxhibk webpage.
Malicious Code
Code designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks,
systems, Software or Cloud Services other than as intended by the Cisco Offer (e.g., as part of Cisco's security products).
Offer Description
A document published by Cisco as an 'Offer Description' that has more information or related terms specific to a Cisco
Offer or Buying Program, at the,_r Le, w ehpag'e.
Order
The transaction through which You acquire a Cisco Offer from an Approved Source, including through buying and ordering
documents, signing an agreement or statement of work, or transacting through an online ordering tool or marketplace.
......
Personal Data
_ .......-.....,
Any information about, or relating to, an identifiable individual. It includes any information that can be linked to an
individual or used to, directly or indirectly, identify an individual, natural person. Further information regarding Personal
Data is on the Pers9ngt Data - Data 86r,,f webpage.
Price List
The price lists published at Cisco.com corresponding to the Cisco entity that sells the applicable Cisco Offer.
Privacy Data Sheet
The privacy data sheet applicable to a Cisco Offer available on the Tr s Portal - Pr nvasc D' "beet webpage.
Return
Stopping all use of, destroying or returning applicable Cisco Offers to Your Approved Source, as directed by Cisco or Your
Approved Source.
Service Level Agreement The service level agreement applicable to a Subscription Offer (if applicable) as set out in the applicable Offer Description.
........
Software
............ . . ................ _.---.-�
Cisco -branded computer programs, including Upgrades and firmware.
Subscription Offer
Cisco Offers provided on a term, or subscription, basis under Your Order.
_...
Supplemental Terms
_ ............... ....._... ._.....
Any additional terms a_pplica.--.,,,ble to Your Order (including those applying to a specific region or Buying Program).
Systems Information
As defined in the Systems Inforrttatot.rn _ Data Brief wr&a at e.
Policies
Transfer Policies
i _ P _...ies ..m.-. __,.. Transfer and � fi n in PoR andthe
Cisco olicies for movement of Use Rights asset out in the 4"isco Software,
Software been�e Portab ity Pdit j.
r
Upgrades �
All updates, u to the Software.
pupgrades, bug fixes, error corrections, enhancements and other modifications
.............. Use Term
The period You may exercise Use Rights in the Cisco Offer under Your Order,
Use Rights
As set out in section 2.1.
You, Your
The individual or legal entity acquiring access to Cisco Offers.
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Agreement No. 7431
Exhibit "C"
Cisco Service Description for Cisco Success Tracks (formerly, Smart Net)
Agreement No. 7431
Page 1 of 7
DescriptionService
Cisco Success Tracks
This Service Description is part of the Services Agreement (as defined in the Services side) and describes
various Services that Cisco will provide to You. Capitalized terms, unless defined in this document, have the
meaning in the Services Guide.
1. Summary
Cisco Success Tracks ("Success Tracks") offers three tiers:
• Success Tracks - Standard
• Success Tracks - Enhanced
• Success Tracks - Signature
Feature availability may vary based on Product families, see r for more information,
Trusted Support
Insights and Analytics
Contextual Learning
Hardware RMA
•
•
'
TAC Access
•
Software Updates
Support Communities
•
•
•
•
'
'
Automated RMA
•
'
Solution Support
•
•
Prioritized Case Handling
•
•
Asset and License View
Case Management
•
•
•
•
•
•
Field Notices
•
•
•
Security Advisories
Adoption View
•
•
•
`
•
Priority Bugs
•
'
Rapid Problem Resolution
•
'
Automated Fault Management
Case Management KPI's
Optimal Software Versions
Regulatory Compliance Checks
Risk Mitigation Checks
E-Learning
Remote Practice Labs
Certification Practice Exams
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I III I I I I a
CISCO
Page 2 of 7
Certification Prep Training '
Tracks (Software)
.. rd
Enhanced
Signature
CapabilitiesSuccess
TAC Access •
•
•
Software Updates
•
•
Trusted Support Communities
•
•
•
Support
Solution Support
•
'
Prioritized Case Handling
•
•
Designated Service Management
•
Insights and Advanced Support Analytics
Analytics
2. Cisco Responsibilities
Cisco will provide the various features described below as selected and detailed on the PO for which
Cisco has been paid the appropriate fee.
2.1 Trusted Support
Trusted Support provides Product support services including technical assistance, options for RMA for
Hardware, Software Updates, and Solution Support to expedite issue resolution.
(A) Hardware RMA
• Cisco provides the following optional Hardware replacement Services (where available).
Advance Replacement services are subject to geographic and weight restrictions. You may
check availability by accessing Qj Ty 0Matrix.
• Heavy Weighted & Over Sized Products:
,mow .,i � r are � E . f ° • ,r,r t ' � rn� � �` o' ire' f °� i re�
• Please note that destination country importation, compliance with US export controls and
customs processes may condition actual delivery times. Advance Replacement to and from
the European Union will be shipped Delivered Duty Paid (DDP) (Incoterms 2020). Any
Advanced Replacement shipment that must cross national boundaries will be shipped
Delivered At Place (DAP) (Incoterms 2020), exclusive of any import duties, taxes, and fees,
where applicable. All Advance Replacement will be shipped using Cisco's preferred carrier,
freight prepaid by Cisco. Requests for alternate carriers will be at Your expense. Chassis and
line card Advance Replacement Service must be at the same level of coverage.
• Cisco will provide You with Advance Replacement(s) that are either new or equivalent to
new.
• Cisco will use commercially reasonable efforts to provide You with Hardware replacement
services where available.
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10, 1118ill,
Page 3 of 7
'For 8x5x4 deliveries the RMA request must be created by 1:00 PM Local Depot Time. For RMA
requests after 1:00 PM Local Depot Time, delivery will be the Next Business Day.
2For Next Calendar Day and Next Business Day delivery, the RMA request must be created by
3:00 PM Local Depot Time for delivery on the Next Calendar Day or Business Day. Exception:
For the United States and Canada, the RMA request must be created by 6:00 PM Eastern Time.
In countries where Next Calendar Day and Next Business Day services are not available; Cisco
will ship the RMA as Ship Next Business Day (SNBD).
3For Ship Next Business Day, the RMA request must be created by 3:00 PM Local Depot Time
to ship the following Business Day. Exception for the United States and Canada, the RMA
request must be created by 6:00 PM Eastern Time.
Onsite Support Option: You can also opt to schedule the Field Engineer ("FE") arrival.
Please consult the Onsite Field Engineer Duties for further details.
• With 2HR and 4HR service levels; You can schedule FE arrivals any hour of the
day/week.
• With NCD and NBD service levels; FE arrival times are limited from 9:00 AM (earliest
arrival time) to 5:00 PM (latest arrival time) and scheduling is only available the day(s)
after the part arrival.
• Onsite with Troubleshooting Option: Where available, for Onsite Troubleshooting options,
at the sole discretion of Cisco TAC, Cisco may dispatch a kit of troubleshooting parts with
the FE or TAC may dispatch a FE early in the troubleshooting process.
• Drive Retention Option (available only for Standard): Where available, if You purchase
this Service, You may retain the defective drive in connection with troubleshooting a drive
problem.
• Defective Asset Retention Option: Available only to qualified government classified
customers and for resale to pre -qualified classified customers. In the event You purchase
this Service, you may retain and destroy certain Cisco Products that are defective.
• Return To Factory Option: Available only to qualified service provider Customers. Return
to Factory does not support Hardware Advance Replacement. You must ship defective
Hardware to Cisco (at Your expense). After Cisco confirms receipt of defective Hardware,
Cisco will ship replacement Hardware within ten (10) Business Days.
(B) TAC Access
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Access to TAC 24 hours per day, 7 days per week to assist with Product use, configuration
and troubleshooting issues by online and phone. Cisco's initial response time will be as
follows:
Hardware
*For Severity 3 and Severity 4 calls received outside of Business Hours, Cisco will respond within
the Next Business Day (NBD).
Software
Initial Response Time
StandardSignature
Severity 1
1 hour
30 minutes
15 minutes
Severity 2
1 hour
30 minutes
15 minutes
Severity 3
NBD
1 hour*
1 hour*
Severity 4
NgD
1 hour*
1 hour*
*For Severity 3 and Severity 4 calls received outside of business Hours, uisco wnl respona wimin
the Next Business Day (NBD).
(C)
For applications, licenses, and hardware OS, Cisco will provide work -around solutions or
patches for reported Software problems (when available) and You will have access to
Software Releases, as applicable.
(D)
Support Communities refers to a set of Cisco -moderated communities where Cisco experts
answer FAQs, hold expert -led Q&A forums, and provide Product and Service
recommendations.
(E) A rn~ .e Rl+al
Automated RMA will detect Hardware failures on supported and connected devices to
automate the replacement process.
(F) Solutlon Supoort.
Solution Support delivers centralized expertise and issue management across a solution of
Cisco and Cisco approved third -party provider ("Solution Support Alliance Partner")
products. This service applies to environments comprised of Cisco and Cisco approved
Solution Support Alliance Partners products, where You maintain: (1) Cisco Solution Support
on all Cisco Products (where available) and (2) an appropriate level of technical support on
all Solution Support Alliance products used in the solution.
• Access to a team of solution experts who act as a primary point of contact.
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i
ISCO
Primary point of contact will either resolve or actively manage the issue to resolution
by Cisco Product experts or, to the extent allowed by Solution Support Alliance
Partners, coordinate Your actions.
In the event Cisco determines escalation to a Solution Support Alliance Partner for
Third Party Product support is necessary, Cisco will work with You and the applicable
Solution Support Alliance Partner to open a case in the Solution Support Alliance
Partner's case management system using Your entitlement to support with the
Solution Support Alliance Partner
(G)
Support cases are prioritized over those associated with Standard option.
(H) esignaled
Technical consultation for workarounds and expediting resolution for Severity 1 and Severity
2 Software cases during Business Hours.
2.2 Insights and Analytics
Insights and Analytics provide installed based insights to You to enable better forecasting and planning,
help avoid outages, and maximize performance of existing and new environment. Insights and Analytics
features are dependent on You enabling data sharing capabilities, when available, and data availability.
(A)
Asset and, License View shows an up-to-date list of Products that have been purchased or
deployed as well as model and serial number, licenses and contract term information, latest OS
version, installed -at location, and support contract details.
(B)
Case Management shows information about support cases opened with Cisco, including number
of open cases opened and closed, new cases opened in the last month, RMA cases, and support
cases by Severity Level.
(C) Field Notices
Field Notices provide analysis and reporting, across Hardware and Software.
(D) §jec u ri
Security Advisories provides Product Security Incident Response Team (PSIRT) notifications,
reports, and corrective recommendations to prioritize and mitigate outages, performance
degradation, support, or security incidents.
(E) Adq2fiqiLVj=
Adoption View provides an up-to-date view of all Cisco Software licenses purchased, activated,
and utilized and Your corresponding expiration dates. Adoption View also shows information
about software enabled features such as feature activation, adoption, and utilization, to enable
proper product configuration.
(F) Priority Bugs,
Priority Bugs diagnose and detail product and software vulnerabilities.
(G) Ral2id PrgI2lgr13 Resolution
Rapid Problem Resolution automates data collection and diagnostics when a support case is
opened.
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(H)
Automated Fault Management monitors Your technology environment for faults by examining
logs and can also open a service request with Cisco when a fault is detected.
(1) Case 1Aanactement K21s
Case Management KPIs use support operations data to monitor and track Key Performance
Indicators (KPI), with which You can monitor key operational performance measures, identify
service request performance trends, and measure problem management operational efficiency.
(J )
Optimal Software Versions help You select the appropriate Software version when updating
Software based on suggestions from Cisco's unified digital experience.
(K) Qomh ,k
Regulatory Compliance Checks provide on -demand and system -scheduled checks to help
identify Cisco devices or Product configurations that may be out of compliance with common
industry standards, such as PCI and HIPAA.
Risk Mitigation Checks monitor the technology environment and identifies Products that present
conditions associated with increased risk. Once Products are identified as at -risk, a remediation
plan can be created to reduce risk.
(M)
Customer Dashboard Report of Support Case Analysis for Severity 1 and Severity 2 issues with
best practices in reducing these types of Support Cases.
2.3 Contextual Learning
Contextual Learning provides learning content via Cisco U. Success Tracks - Signature includes Success
Tracks e-learning, remote practice labs, certification practice exams, and Cisco certification prep training.
Signature is limited to twenty (20) usernames/learners. Once usernames are established, changes can
be made by contacting Cisco. Unused seats will not carry over to the next Service Term.
(A) e-Learning
Gain access to curated content that provides basic instructions aligned to Products and software
services and take part in digital Learning Paths developed by Cisco experts.
(B) Rerrnoite F�ract'iee l abs
Online access to learning labs and lab guides includes instructions for lab practice assignments.
You can access real Hardware and Software, not simulations.
(C)
Access to practice exams to help you to identify any gaps in your knowledge or areas of
weakness that you should focus on to prepare for a live certification exam.
(D) Qerfificati2n Pre2 Training
On -demand access to full -featured product training and certification prep Learning Paths with
assessment questions to track skills -building relevant to all Cisco technologies.
3. Customer Responsibilities
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• To access all features, You must permit the Data Collection Tools to access all Customer network
devices managed by the inventory collection process. If You elect to disable collection features or
uninstall the Data Collection Tools, You acknowledge that Cisco will be unable to provide certain
elements of the Service. You are responsible for providing any hardware or software necessary to
support the Data Collection Tools and the collection process.
• You are not entitled to Advance Hardware Replacement if you do not purchase an RMA service
level.
• Provide thirty (30) days' notice of: (1) requested additions to Your equipment list and (2) Products
that have been moved to a new location. Services will be provided to You beginning thirty (30)
days of receipt of such notification.
• Defective parts must be returned in accordance with the § Rl glicy o r
wag r ran ra ��I ro
• You are responsible for proper packaging of the returned parts and must include a description of
the failure and the written specifications of any changes or alterations made. It is important to return
only the components for which replacements have been provided. Accessories and other modular
components should be transferred to the replacement device and not included with the return item.
Cisco is not responsible for excess items returned in error.
• Packages for replacement in accordance with this subsection will be shipped by customer
Delivered at Place (DAP) (Incoterms 2020), including any applicable import duties, taxes and fees.
Customers under a current Service maintenance contract for the replacement Hardware or
participating in Cisco's Trade In program may be able to schedule a pickup of authorized returns at
no additional charge using Cisco's Product Online Web Returns (POWR) tool located at
www.C"SCO.COM.
• You are responsible for international customs duties, fees, and taxes associated with Advance
Replacement.
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CISCO PUBLIC INFORMATION, Cisco Success Tracks.docx