appendix 3a – outsourcing services …（附录3 -外包服务u2026）.pdf

APPENDIX 3A – OUTSOURCING SERVICES AGREEMENT OUTSOURCING SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the January 1, 2003 (Effective Date) by and between the NaviSite, Inc. (NaviSite), a Delaware corporation having an office and place of business at 400 Minuteman Road, Andover, MA 01810 and ClearBlue Technologies, Inc. a Delaware corporation having an office and place of business at 100 First Street, Suite 1000, San Francisco, CA 94105(CBT) and the wholly-owned subsidiaries of CBT listed on the signature pages hereto. (CBT). WHEREAS, CBT desires to hire NaviSite to perform outsourced management services and NaviSite desires to be hired by CBT to perform such services regarding the operational management (the Services) for the CBT customers using a defined set of CBT data centers listed on Exhibit A (attached hereto and made a part hereof by reference), collectively known as (the Data Centers) as an independent contractor according to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agrees as follows: 1. SPECIFICATIONS OF WORK. 1.1 The parties agree that the general scope and results of the Services to be completed by NaviSite shall be developed by CBT and by NaviSite and consist primarily of the day-to-day management of the Data Centers as more fully described on Exhibit B (attached hereto and made a part hereof by reference). 1.2 All Services shall be performed in a workman like fashion. Unless otherwise requested by CBT, NaviSite shall prepare and deliver to CBT monthly reports/invoices regarding any Services ongoing or performed during each month of the term of this Agreement. 1.3 CBT agrees that it