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359 Simon Fraser University Contract Reference No. 25848 SFU Access. Request 2018-031 ‘THIS MASTER AGREEMENT the "Master Agreement"), made in duplicate, for Network Equipment, 's effective as of February 18, 2017. BeTWeEN: SIMON FRASER UNIVERSITY, having an address at 888 Univers Drive, Burnaby, British Columbia, VSA 186 (referred to as “Load institution”) AND: HUAWEI TECHNOLOGIES CANADA CO. LTD., having an adcress 19 Allstate Parkway, 4 floor, Markham, Ontario, L3R 5A (referred toas the “Supplier*) ZT Master Agreement consists ofthese Terms and Condition; the attached Schedules A, B,C, (collectively the "Master Agreement”), WHEREAS on May 31, 20 Request for Proposal SFU 2016-LL-117 (the "RFP*) on behalf ofa Consortium a ‘AND WHEREAS, on June 23, 2016, the Supplier submitted a Proposal In response to the RFP (the "Proposar’) [AND WHEREAS, the Lead Institution desires to enter into this Master Agreement to procure "Network Equipment on behalf ofthe Consortium; and ‘AND WHEREAS, participating institutions (as identfed n the RFP) and Compute Canade member institutions may purchase Network Equipment under Participation Agreements with the Supplier, subject to the terms of this Master Agreement. NOW THEREFORE, in consideration of the premises, covenants and mutual promises Sontained in this Master Agreement and other good and valuable consideration, the receipt and Suliciency of which hereby acknowledged, the Supplier and the Lea Instittion agree ay talons rasizoFconteNT Anna INTER RADON ACCESS A rat ObUMENTSS aa rane ot ReLAiONSP BETWEEN NSITUTIONS AND THE Aes ~PenrORMANE Y SUPPLIER : Area Pave For PERFORMANCE Arete? ~CONRENTILY AND FOPPA Ante 6—NTELECTUAL PROPERTY Aree 9 -INDEMITES AND INSURANCE are 10. YEAMINATON, EPR AND DEPUTERESOUTON Sere A- Daler. wr esgtin tthe Sleerois 12 pentane exng setedule RATES Sa tem deseipion nd pce 2 Careasfnmertorseteseen 32 vein ter Compute Canada Meiers sia oa mote che sete FORM OF PATCPATION AGREEMENT. Seheule D- Ware. SStedlee SorrwaneUsrne age 0 66 ‘SFU Maser Agromant# 25848 Network Euipment 36 361 ARTICLE 1 ~ INTERPRETATION 101 omens U Access Request 2018-031 ‘When used in the Master Agreement, the following words or expressions have the following meanings ‘on whose behalf this RFP issued. The Consortium ia non-inearporated, voluntary purchasing consortium, the purpase of which Is to collaborate on joint procurement initiatives for the benefit of Compute Canada’s Technology Deployment 2015-2017, with a vw to savings and eiciencies where the goods and services are being purchased forthe institutions as a whole. “Consortium” (the Consortium) mean fa and a group of four Compure Canada member mali rt ny tt net rn “Conflict of interest” includes, but snot limited to a situation or the risk ofa situation where Supplier, or a diector, officer, employee, subcontractor, representative or agent of the Supper has personal, business or financial duties or interests arising as a result of holding a position, possessing property, engaging ina ‘business or occupation or ftom contractual obligations, and those dutles or Interests are in conflict with, ‘or might appear to be in conflict with their duties and interes o institutions under this Master Agreement. “Deliverables” are the goods or services provided by the Supplier as further set out in Schedule A; “Expiry Date” means March 31, 2022; otrpx means the Freedom of ifomation ond Protection of Pvacy Act SBC 1986, 365 . “indemnified Parties" means the Lead Institution and all Institutions who execute Participation ‘Agreement and thelr respective employees, contractors, consultants, agents, governors, senators and its ‘chancellor, and any other person designated as such by SFU, or as designated by any ofthe participating Insitutions; “industry Standards” include, but are not limited to (a) the provision of any and al labour, supolles, equipment and other goods or services that are necessary and can reasonably be understood or inferred tobe included within the scope of the Master Agceement or customarily furnished by entities or persons providing Deliverables of the type provided hereunder in similar situations in Canada-{b) adherence to commonly accepted norms of ethical business practices which shall include the Supper establishing, and ensuring adherence to, precautions to prevent its employees or agents from providing cr offering gilts or hospitality to any person acting on behalf of or employed by an Institution; ‘stitution’ means one ofthe Insitutions that executes a Participation Agreement and includes the Lead Institution all information of any of the Institutions that is of confidential nature, including all confidential information in the custody or control of an lnstitution, ‘SFU MastorAgromanté 26848 Network Equpmant aesm 362 fixed, stored, expressed or embodied, which comes into the knowledge, possession or control of the Sunnie inofaeapn ges eoeNses FRET eseDOTE0st" Confident Information shal: (a) include, but nt be limited to: (i) all ne any time from any such information whether created by an stitution, the Supplier or any third-party; {ill information jincluding Personal information) that an seit has. a otherwi the discretion, not to disclose under provincial or federal legislation o law; (b) not include information that: lis or becomes generally avallable to the public without fault or breach on the part of the Supplier of any duty of confidentiality owed by the Supplier to Lead Institution orto any third-party: (i) the Supplier can demonstrate to have been rightfully obtained by the Suppl ‘without any obligation of confidence, from a third-party who had the right to transfer or clscloseItte the Supplier free of any obligation of confidence; (i the Supplier can demonstrate to have been rightfully known to or in the possession of the Supplier at the time of disclosure, free of any obligation of confidence when Aisclosed; oF {lv is independently developed by the Supplier, but the exclusions in thls subparagraph shall in no way limit the meaning of Personal information or the ‘blgatons ataching thereto under the Master Agreement or at law. " Industria or othe prope protected or protectable under the a fn na msi su cate nite Teton ry isa GPO IORMEON as pete or protectable by legslaton, by commen law or at equlty: “Lead Institution” means the postsecondary institution that executes this Master Agreement on behalf of the other institutions and i responsible for managing the contractual relationship with the Supplier on behalf ofthe other institutions; “participation Agreement” means the form of agreement signed by an institution, ineluding the Lead Institution, that ereates 3 contract between that Institution and the Supplier with respect to the provision ofthe Deliverables and which shall be substantially inthe form attached as Schedule C; “Personal information” means recorded information about an identifiable individual or that may identfy an ingvaal; "Praduet” means Product(s shall mean any hardware, Software and related documentation that Supplier provides to Lead institution under this Agreement. age 56 ‘SFU Master Aaroemart 25848 Network Eins "Rates" means the i nota te Davee set oun Sec ore SRD ASHESS/REAUES COLOR. art an Personal information, In any form: (a) provided by an Institution to the Suppiler, or provided by the Supplier toan institution, forthe eurpases of the Master Agreement; or (b) created by the Supplier in the performance ofthe Master Agreement; “Requirements of Law" moan al applicable requirements, laws, statutes, code, acts, ordinances, orders, decrees, injunctions, by-laws, rules, cegulations, offal plans, permits, licenses, authorizations and dictions with all authorities having jurisdiction that now or at any time hereafter may be applicable to either the Master Agreement o the Deliverables or any part of them; “supplier” means the party who is contracted to supply goods, services or constuction to Lead Institution and other Compute Canada member Institutions; “Supplier's Intellectual Property” means Intellectual Property owned by the Supplier prior to its performance under the Master Agreement or created by the Supplier during the Term of the Master ‘Agreement independently ofthe performance of ts obligations under the Master Agreement; “Term means the period of time from the Effective Date set out in the Master Agreement up to and including the earlier of: I) the Expiry Dae or {i the date of termination of the Master Agreement in accordance with ts terms; “Third-Party Intellectual Property” means any Intellectual Property owned by a party other than an Institution or the Supplier; ARTICLE 2 ~ TRANSACTION DOCUMENTS 201 Master Agreement. This Master Agreement sets forth the terms and conultions for the purchase by an Institution of the Deliverables from the Supplier. 2.02 Participation Agreement. {An Institution wishing to participate inthis Master Agreement shall do so by entering into a Particpation ‘Agreement with the Supplier, substantially in the form of Schedule (Form of Participation Agreement) ‘The Participation Agreement incorporates by reference the terms and conditions of this Master ‘Agreement and sets forth the specific terme and conditions applicable tothe Institution purchasing under the Participation Agreement. A Participation Agreement clarifies the operation of the Master Agreement for the parties to the Participation Agreement. Inthe event the Master Agreement expires or otherwise Is terminates prior to the expleation or termination of a Particigation Agreement (i) the Patticipation ‘Agreement shall remain in full Force ang i) the terms of this Master Agreement shall continue to be Incorporated by reference inta such Participation Agreement and shall remain in full force and effect solely for such purposes. An Institution wishing to purchase the Deliverables from the Supply shal do so in accordance withthe terms of the Partipation Agreement, 203 Order of Precedence rae 566 SFU Mester Agoementé 25848 Network Zaupmant 363 In the event of any conflets or inconsistencies between this Master Agreement and the exhibits and semen Fh Bee uc conti cpeer sere a bees reference tothe documents isthe folowing order of pear: a) The Master Agreement Articles to 10. b) The Master agreement Schedules A and 8. ©) TheMaster Agreement other schedules; 4) AParticipation Agreement. 204 Counterparts ‘This Master Agreement and any Participation Agreements may be executed in two or more counterparts, €22ch of which shall be deemed an original but all of which together shall constitute one and the same contract. The counterparts ofthis Master Agreement and any Participation Agreements may be executed and delivered by facsimile or other electronic signature by any of the partes to any other party and the receiving party may cely an the receipt of such document so executed and delivered by facsimile or other electronic means aif the original had been received ARTICLE 3 ~ GENERAL, 3.01 No Indemnities from Lead Institution 302 Notwithstanding anything else n the Master Agreement, any express or Implied reference to an institution providing an indemnity or any other form of Indebtedness or contingent liability that would directly oF Indirectly inrease its Indebtedness or contingent lables, whether at the time of execution of the Master Agseement or at any time during the Term, shal be void and of no legal effect. General Terms 4) The Master Agreement embodies the entire agreement between the parties with regard to the provision of Deliverables and supersedes ary prior understanding or agreement, calateral, oral or otherwise with respect to the provision of the Deliverables, existing between the parties at the date of execution ofthe Master Agreement. bb) If any term or condition of the Master Agreement, or the application thereat to the parties or to any partles or circumstances, is to any extent Invalid oF unenforceable, the remainder of the Master Agreement, and the applleation of such term or condition tothe partes or circumstances ‘other than those to which its held invalid or unenforceable, shall not be affected thereby. 6) Nether party shall be fable for damages caused by delay or flue to perform is obligations under the Master Agreement where such delay or failure is caused by an event beyend its reasonable control. The parties agree that an event shall not be considered beyond one's reasonable control if a reasonable businessperson applying due dilgence inthe same or similar éieumstances under the same or similar obligations as those contained inthe Master Agreement would have put in place contingency plans to either materially mitigate or negate the effects of | such event. Without iting the generality of the freeing, the partes agree that force majeure ens shall include natural ‘and acts of war, insurrection and terrorism but shall not include shortages or srs cor services. Ifa party seoks to excuse itself rom | ts obligations under sment due to a force mojeure event, that party shall age oF66 Master Agreemanl 25848 Network Equipment 364 365 immtlte noi the ther party the delay non perrmancs he ease fr such dy nekephrtdchanl COR rGpaled HoH Ber dh patoFmah}e? he atcipated or actual delay or non-prformance exceeds teen (15) days, the other party may immediately terminate the Master agreement by ging nls of termination and such termination shal be in addition tothe other rights and remedies ofthe terminating party under the Master Ageerent, at law oF in equity 4) Notices with respect to the Master Agreement shall be in wirting and shall be delivered by postage-prepaid envelope, personal delivery, emall or facsimile and shall be addressed to, respectively, the Lead Institution Representative and to the Supplier Representative as set cut below. Notices with respect to the specific provision ofthe Deliverables for an individual Institution shall he sent to tho Lead institution Representative (identified below) and to the Institution opresentative a identified in the executed Pantcpation Agreement. Notices shall be deemed to have been given (a) n the case of postago-prapald envelope sx (6) days ater such notice is mailed; or (2 in the case of personal delivery, email or Facsimile two (2) days after such notice is fecelved by the other party. n the event ofa postal dsruption, notices must be given by personal delivery, email or by facsimile. Unless the parties expressly agree in writing to addtional methods of notice, notices may only be provided by the methods contemplated in this paragraph. Lead Institution Representative: ‘Mary Avlesworth, Director, Procurement Services ‘Simon Fraser University 778.782.3256 Many.aylesworth@stu.ca Supplier Representative: 8.22(3)(d) 2) The Master Agreement shall be governed by and construed in accordance with the laws of the Ontario without referring to its conflict of laws princlples and the federal laws of nada applicable ther fF) The Master Agreement shall enure to the benefit of and be binding upon the parties and their successors, executors, administrators and their permitted assigns ‘SFU Maser Agraemant 25848 Nebo Eaupmnent [ARTICLE 4 — NATURE OF RELATIONSHIP BETWEEN INSTITUTIONS AND THE SUPPLIER 4o1 402 403 4.08 4.06 407 suroters rth iamkemes Request 2018-031 ‘The Supplier represents and warrants that it has the full right and power to enter into the Master ‘Agreement and there s no agreement or contract with any other entity which would in any way Interfere with the rights of an Institution under this Master Agreement. Representatives May Bind the Parties ‘The parties represent that thelr respective representatives have the autherity to legally bind them to the extent permissible by the Requirements of Law. Not a Partner, Agent or Employee Neither party shall have power or authority to bind tne other party orto assume or create any obligation ‘r responsibility, express or implied, on behalf ofthe other party. Neither party shal hold itself out as an ‘agent, partner or employee of the other party, Nothing inthe Master Agreement shall have the effect of ‘erezting an employment, partnership or agency relationship between an Institution and the Supplier (or any of the Suppliers or the Institution’ directors, offices, employees, agents, partners, afillates, volunteers or subcontractors) ‘esponsibility of Supplier and institution oth the Supplier and the Institution agree that itis Hiable for the acts and omisions of Its directors, officers, employees, agents, partners, afilates, volunteers and subcontractors, including all damages, costs, expenses, losses, claims or actions arising from any breach ofthe Master Agreement resulting fram the actions of the above mentioned individuals and entities. This paragraph sin addition to any and all of the Suppliers or the institution's lablities under the Master Agreement and under the general application of law. Ths paragraph shall survive the termination or expiry ofthis Master Agreement. Subcontracting or Assignment The Supa shal not subcontractor assgn the whole or any part of the Master Agreement or any monies ‘due under it without the prior written consent of the Lead Institution. Such consent shall bein the sole discretion of the Lead Institution and subject to the terms and conditions that may be imposed by the Lead Institution, Without limiting the generality of the conditions which the Lead Institution may require Dior to consenting tothe Supplier's use af a subcontractor, every contract entered into by the Supplior with a subcontractor shall adopt all of the terms and conditions of this Master Agreement as far as applicable to those parts of the Deliverables provided by the subcontractor. Nothing contained in the Master Agreement shall create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affliates or volunteers and any Institution Duty to Disclose Change of Control in the event that the Supplier undergoes a change in control the Supplier shall immediately disclose such change in control to the Lead Institution and shall camply with any terms and conditions subsequently presrloed by the Lead Institution resulting from the disclosure, Confit of interest rage 56 SFU Master Agreement 25845 Neterk Equipment 366 ‘he Super acknowledges and apes that at he tne ofthe exeutn of ths Master Agreement i knows of mph Sidlerrm am saree ser ingn of he DHMHRIG ERittution. Further, the Super agrees that shuld» confit of interes are tog the Te, wil immediately nly the Lead Inston and wl partlpte in any commercaly reasonable measures to mle the conc of interest that may be prescribed by the Lea Inston. This paragraph shal survive any termination 0° expiry ofthe Master Agreement ARTICLE 5 ~ PERFORMANCE BY SUPPLIER. 501 saz 5.03 5.08 5.05 Commencement of Performance The Supplier shall commence performance upon receipt of written instructions from each institution. Deliverables Warranty ‘The Supplier hereby represents and warrants that any hardware and software Deliverables, except Professional Services, purchased by Compute Canada (i) shall be provided fully and dlligentiy in a professional and competent manner by persons qualified and skied in thelr occupations; and (i) shall be free from defects in material, workmanship and design for 2 period of one (1) year or such greater warranty period as set out In Schedule A, sultable for the purposes Intended, in compliance with all applicable specifications and fee from liens or encumbrance on title; and furthermore that all Deliverabes shal be proved in accordance with: (a} the Master Agreement; (b) Industry Standards; and (6) Requirements of Law. Scalar warrants that any Professional Services shall be performed fully and diligently in a professional and competent manner by persons qualified and skilled in their occupations and will be governed by the terms and condltions outlined in the applicable Professional Services Statement of Work. If any of the Delverabes, inthe opinion of an institution, are inadequately provided (or require corrections the Supplier shall forthwith make the necessary corrections at its own expense as specified by that Institution ina rectification notice. Use and Access Restrictions The Supplier acknowledges that unless obtains specie writen preautoration from an insttlon, any access to of use of stil Oper, tecmoloy of Tormeton tat I not mec for the performance offs convatusl blgalon with that atone sey groNbted. The Suppl futher ‘2cknowledgas tht n institution may manitor the Super 1g ensure Gompllance with ths paragraph. This paraphitacéion adehlnot it anyother ebb esctn peed pon he up NNotication by Suppllar to Lead Institution During the Term, the Supplier shall advise the Lead Institution promptly of: (a) any contradictions, dliscrepancies or errors found or noted in the Master Agreement; (b) supplementary deta, Instructions oF directions that do not correspond with those contained in the Master Agreement; and (c} any omissions or other faults that become evident and should be corrected in order fo provide the Deliverables in accordance withthe Master Agreement and Requirements of Lav. Condonation Not @ Waiver {Any fare by an tnsttution to Insst in one or more instances upon strict performance by the Supplier of any of the terms or conditions of the Master Agreement shall not be construed as a walver by that ‘SFU Master Agresmens 25848 Network Equipment 367 5.06 sor 508 san Institution of ts rg to reir srt performance of any such tems or conditions, and te batons of tnesurcleB tee oe SS" RETEST 20 T8203 1 changes y Written and signed Amendment Only No changes, deletions, ation o alterations tothe Maser Agreement whether proposed hy the Lad Institution or the Supplier shall be effective or binding on ether party unless they are written and signed by both partis. Supplier to Comply With Reasonable Change Requests The Lead institution may, In writing, request changes to the Master Agreement, which may include altering, adding to, or deleting any of the Deliverables. The Supplier shall comply with all reasonable Lead Institution change requests and the performance of such request shall be in accordance with the terms and conditions of the Master Agreement. Upon agreement as to the scope of such changes linduding pricing, 35 detailed in Section 4,08 below), the Lead Institution will issue a written amendment to the Master Agreement tothe Supplier Wf the Supplier Is unable to eamply with the change request, I shall ‘romptty notify Lead Instution and provide reasons for such non-compliance. In any event, any such change request shall nt be effective until a written amendment reflecting the change has been executed ‘by the pares. Pricing for Requested Changes ‘where the Lead institution change request Includes an adjustment in the scope of the previously contemplated Deliverables, the Lea Institution shall set out, In its change request, the proposed Rates for the contemplated changes. Where the Rates in effect a the time ofthe change request [a] include pricing forthe particular type of goods or services contemplated in the change request, the Supplier shall not nrezsonably refuse to provide those goods or services at prices consistent with those Rates; or (b) are silent tothe applicable price forthe particular goods or services contemplated in the change request, the price shall be negotiated between the Lead Institution and the Supplier within a reasonable period of time and in any event, such change request shall not become effective unti a written amendment refiecting the change has been executed bythe parties, Non-xclusive Master Agreement, Work Volumes ‘The Supplier acknowledges that it is providing the Deliverables tothe Institutions on a non-exclusive basis ‘The Institutions make no representation regarding the volume of goods and services required under the Master Agreement. The Institutions reserve the right to contract with other partes for the same or similar goods and services as those provided by the Supplier and reserves the right to obtain the same or similar goods and services internally ‘supplier Personnel ‘The Supplier agrees that any changes to any Supplier representatives that are assigned to provide the Deliverables pursuant to this Master Agreement shall be discussed with and approved by the Lead Institution (and any affected institution, where applicable). Rights and Remedies - Not Limited to Master Agreement ‘SF Mastr Agreement 25948 Network Cauipmont 368 369 ‘The express rights and remedis of -a party and obligations of the other party set out in the Master snvonn in ie Beton eg ete gt BOF ECa EH oom any other obigations ofthe other party a law orn ety [ARTICLE 6 ~ PAYMENT FOR PERFORMANCE 6.01 Payment According to Master Agreement Rates ‘An Institution shal, subject to the Supplir’s compliance with the provisions ofthe Master Agreement and the payment process set cut in the respective Participation Agreement, pay the Supplier for the Deliverables provided at the Rater established under the Master Agreement. nvoles shall be payable thirty (30) days from the date thereof 5.02 Hold Back or Sat off {An Institution may hold back payment or set off against payment if, the Supplier has failed to comply with any requirements ofthe Master Agreement and Schedules A and Schedule 8. 6.03 No Expenses or Additional charges ‘There shall Be no other charges payable by an Institution under the Master Agreement tothe Supplier ‘other than the Rates established under the Master Agreement 6.03 Payment of Taxes and Dutles Unless otherwise stated, the Supplier shall pay all applicable taxes, Including excise taxes incurted by or on ‘the Supplier's behalf with respect to the Master Agreement. All Invoices shall Identity taxes where applicable, as separate line items 6.05 Withholding Tax HY the Supplier is not ayresidens of Canada, then 2 25% withholding tax may be deducted from the ‘Suppliers payment and submitted to the Canada Revenue Agency (CRA) In accordance to CRA rules, which ‘are accesible at the fllowing lnk: htp://vwn.cra-are ge¢a/E/pub/tp/e7S r2ficTS-6r2-.htm. ARTICLE 7— CONFIDENTIALITY AND FOIPPA 7.01 Confidentiality and Promotion Restrictions ‘Any publity or publications related to the Master Agreement shall be at the sole dscretion ofthe Lead Institution. The Lead institution may, in its sole discretion, acknowledge the Deliverables provided by the ‘Supplier in any such publicity or publication. The Supplier shall not make use ofits association with any Institution without the prior written consent ofthat Institution. Without limiting the generality of this paragraph, the Supplier shall nt, among other thing, at any time directly or indracty communicate with the media In relation to the Master Agreement unless it has first obtained the express written authorization to do sa from the Lead Institution. 7.02 Institution Confidential information - epmeompeenser lier shall: all institution Confidential Information chee Ean aeees Page ot 66 SFU Master Agreement 25648 Notwor Eaviment 370 ts me mt ne i row it fo St 204 S208 jor to have sch scat TG se aah i Confidential Information (except forthe purpose of providing the Deliverables, or except if required by order of court or tual, witnou fst obtaining: () the writen consent ofthe institution and (i) in respect of any Institution Confidential information about any third-party, the writen consent of such thiréparty; (4) ‘en requested odo s by aniston, immediately retur that institutions Confident information and) return all Insttution Confidential Information toa requesting institution before the end of the Terr, with ne copy or potion kept bythe Supplier. 7.03 Restrictions on Copying ‘Te Supplier shall net copy any isttuton Confidential information, in whole or in part, unless copying is essential for the provision of the Deliverables. On each copy made by the Supaler, the Supplier must reproduce all notiees that appear onthe original. 7.04 FOIPPA Records a \Complance ‘The Supplier acknowledges and agrees that FOIPPA applies to and governs all Records and may require the disclosure of such Records to third parties. Furthermore, the Supplier agrees: a) to keen Records secure; {b) to provide Records to a requesting Institution within seven (7) calendar days of being directed to do so ‘yan institution for any reason including an access request or privacy isue;(e) not to access any Personal Information unless an Institution determine, Init sole clscretion, that access is permitted under FOIPPA and is necessary In order to provide the Deliverables; (4) not to directly or indirectly use, collect, disclose (oF destroy any Personal information for any purposes that are not authorized by an Insituton; (e) to censure the security and integrity of Personal information and keep it in a physically secure and separate location sae from loss, alteration, destruction or intermingling with other records and databases and to Implement, use and malntain the most aporoprlate products, tools, measures and procedures to do so; () to restlet access to, Personal Information to those ofits director, officers, employees, agents, partners, affliates, volunteers or subcontractors who have a need to know it for the purpose of providing the Deliverables and who have been specially authorized by an Institution representative to have such access for the purpose af providing the Deliverables; (g} that any confidential information supplied to an Institution may-be disclésea by that Institution wher itis obligated to do so under FOIPPA, by an order of a court er tribunal o: pursuant to a legal proceeding and the provisions of this paragraph shall prevail ‘over any inconsistent arovsions in the Master Agreement. Where required to do so, the Supaler shall ‘ensure that all Personal Information i stored and accessed oniy in Canada. 7.05 Audit In addition to any other rights of inspection avalable under statute or otherwise, the-Lead insttution, ts authorized representatives or an independent aucltor identifed by the Lead Institution may, at its own fexnense, during business hours and upon five working days! notice to the Supplier, enter upon the Supplier's premises, atthe Lead Instution’s discretion, to inspect and copy ary of the Records, The Supplier must permit the Lead Institution to exerese is rights under ths section. The Supalie shall keep all Records fora perlad of no less than seven (7) years from the date ofthe Record. 7.06 Survival SFU Master Agreomant 25848 Netark Equipment BRE 371 ‘The provisions ofthis Article shal survive saa or expiry of the Master Agreement: -Agcess Request 2018-031 8.01 Lead Institution itellectual neces Sours 8.02 Supplier Representation and Warranty Regarding Third-Party intellectual Property The Supplier represents and warrants thatthe provision of the Deliverables shall not infringe or induce the infringement of any Third-Party Intelectual Property rights. The Supplier further represents and warrants that it has obtained assurances with respect to any Supplier Intellectual Property and Third-Party Intellectual Property that any cights of integrity or any other moral rights associated therewith have been waived. 8.03 Survival ‘The obligations contained in this Article shall survive the termination or expiry ofthe Master Agreement. ARTICLE 9 INDEMINITIES AND INSURANCE 9.01 Supplier Indemnity ‘The Supplier hereby agrees to indemnify and save harrsless the Indemified Parties from losses, claims, damages, actions, causes of action, costs and expenses that the Indemnified Parties may sustain, incur, suffer or be put to at any time, either before or ater this Master Agreement ends, including any claim of Infringement of third-party intellectual property rights, where the same or any of them are based upon, arse out of or occu, directly o indirectly, by ceason of any act ar omission by the Supplier or by any of the Supplier's agents, employees, officers, directors or subcontractors in connection with this Master ‘agreement, excepting always lability arsing out ofthe Independent acts or omissions ofthe indemnified Parties. The obligations contained in this paragraph shall survive the termination or expiry ofthe Master ‘Agreement. 9.02 Intellectual Property Rights Indemnification 9.02.01 The Supplier wil indemnity every Institution from any direct losses and damages resulting from any actual action or claim (hereinafter referred to as “Infringement Claim”) against the Institution by a third party alleging that the proper use of the Deliverables in accordance with this Agreement infringes such third party's Intellectual Property Rights provided that the Institution gives the Supplier: {a}. prompt written notice of such infringement Claim; [b) all reasonable assistance, information and authority to defend or settle such Infringement Claim, ut only to the extent that the Supplier reimburses the Institution for the cexpenses/costs incurred in providing such assistance; and ‘SFU Mast Agreoment 25848 Nenvork Equipment 9.03 9.02.02 f an injunction oF judgment is obtained from ® court of competent jurisletion against an Institution's use ofthe Deliverables, the Supplier may, at its own expense and sole option: (a). procure fr the institution the rght to continue using the Deliverables; (b) replace the affected Deliverables, or any part therecf, with Deliverables of equivalent functionality and performance; or {c)_ modify the affected Deliverables so that they are no longer infringing provided that the rmodifd Deliverables are equivalent in functionality and performance to the original Infringing Deliverables 19.02.03 The Supper has no oblgstion regarding any dim related to {a)_ anything the tasttution provides which is incorporated into the Deliverables; (©) modifications tothe Deliverables that were nct made bythe Supplier [al the combination, operation, or use of Deliverables with products not provided by the Supolier (or provided by the Supplier but not for the purpose of combinations, operation or use withthe Deliverables a a system) LUmitation of Supplier's Liability Subject to the exceptions set out below, and nctwithstending any other provision In this Master ‘Aereement and any Patclpation Agreement, the Supplier’ total Hailty under this Master Agreement an ay Partition Agreement fr all dams loss or damages, whether in contrac o tortor otherwise, shal not ceed the gest f(D io coradon funds; (i (BEEN Rm 0 money received by the Supplier for the Deliverables under this Master Agreement and 2 Partipation Agreements. Tis Ui of faity cumulative and not perinedent the existence of ‘wo of ore elaims wll not enlarge this it). ‘The foregoing limitation of labilty does rot apply to and shall mat restrictor limit the Supplier's ability for the following: (a) damages and costs arising from infringement or inducement of infringement of Third-Party intelectual Property rights in respect of any Deliverables furnished to an Institution; (t) claims for lens, attachments, charges or other encumorances resulting from claims against the ‘Supplier upon of in respect of any Deliverables furnished to an institution; {e)_ damages and costs arising frem any breach of the confidentiality and privacy provisions set out in Article 8 ofthe Agreement, (2) personal injury including bodily injury or death); {e) physical narm to tangible personal property and real property, to the extent caused by breach of contract, negligence or wilful misconduct or other tortious acts or omissions of the Supplier (1) any claim, loss, damages or costs arising out ofthe Supplier's negligence or wilful misconduct ‘This provision shall survive any termination or expiry ofthe Master Agreement. ‘Notwithstanding anything to the contrary no Party shall ave any liability to the other Party for any ental, exemplary or punitive damages or loss of proft, whether in special, consequential, indirect, i SU Master Agreement 25848 Nature Equipment 372 S.A7()(b) contract, tortor otherwise, resuting from o arising in connection with any breach of this Agreement [for areater clay fe eg omen fi hey Baty tor Ady) 63 Be evens, os of ‘opportunity, loss of gooduil or reputation, loss of Hata ar information, loss of interest, downtime loss, cost of interrupted operation, anticipated saving, special damages be it foreseeable or otherwise, and/or any indivect oF consequential loses whatsoever 9.04 Proof of Workers Compensation Act Coverage ‘The Supplier warrants and agrees that it has complied with and will comply with, and ensure that any subcontractors comply wit, all applicable occupational health and safety laws and regulations in relation to the performance of the Supplier's obligations under this Master Agreement. 373 ition, the Supplier shal, from time to time during the Term and at the request of Lead Institution or other members of the Consortium, provide addtional clearance certificates. The Supplier covenants and agrees to pay when due, and to ensure that each of its sulbcontractors pays when due, allamounts required tobe paid by it/its subcontractors, fom time to time ‘during the Term, under the WCA or applicable regulation in other provinces of Canad, falling which Lead {nstution or other members of the Consortium shal have the right in adeltion to and not in substitution {or any other right it may have pursuant to the Master Agreement or otherwise at law or in equity, to pay to any amount due pursuant to the workers compensation regulations unpaid by the Supplier or its subcontractors and to deduct such amount from any amount due and owing from time to time to the Suppller pursuant to the Master Agreement together with all costs incurred by the Lead Institution or members of the Consortium in connection therewith, 9.05 Insurance ‘The Supplies, a its own expense and without imiting ts Habties Reet, shall insure ts operations under 4 Master Agreement of comprehensive or commercial general ably and professional ably, with an lcensed insurer licensed, In an amount not ess thon SI per occurrence (annual general aggregate, if any), not less than I insuring against body Injury, personal injury and property damage including ess of use thereot. 5.73) 9.05 Sustainability Sustainability isa core objective ofthe Consortium and an institutional party for the participating ‘members. The Supplier and industry partners shouldbe rindful of the need to balance ecological, social and economic imperatives. Suppliers ae expected to strive forthe highest level of environmental stewardship, socal inclusiveness and accountability ARTICLE 10 -TERMINATION, EXPIRY, AND DISPUTE RESOLUTION 10.01 immediate Termination of Master Agreement ‘The Lead institution may immediately terminate the Master Agreement upan giving notice tothe Supplier ‘where (a) the Suppliers adjudged bankrupt, makes a general assignment for the benelt of is creditors or receiver Is appointed on account of the Suppliers insolvency; (8) the Supplier breaches any provision in Page 5 0 66 ‘SFU Master Agreement 25646 Notre Equipment 0.02 1003 10.08 2005 Article 6 (Confidentiality and FOIPPA) ofthe Master Agreement; (c the Supplier breaches the Conflict of nacenen th Waa CO TS, ROC IES BI SiGe has» mera tmsrepretentation of omission or provides material inaccurate information to. any Insittion; (e) the Subpler undergoes a chang In cavtral whch adversely affect the Supple’ abity to satsy some oral ofits obligations under the Master Agreement; the Supplier subcontracts forthe provision of part or all ‘ofthe Deliverables or asigs the Master Agreement without first obtaining the welten approval of tha Lead nstution; g the Supe fl to meet ts surance obligations under the Master Agreement; o(h) the Supple’ acts or omisions canst a substantial falure of performance and the above ght of termination ae in adtion to al ater rights of termination avaliable at au, oF events of termination by operation of law Rectification Notice ‘Subject to the above paragraph, where the Supplier fails to comply with any ofits obligations under the Master Agreement, the Lead Institution may Issue a rectification notice to the Supplier setting out the manner and time-frame for rectification. Within seven (7} days of receipt of that notice, the Supplier shall either: (a) comply with that rectifieation notice; or (b) prove a rectification plan satisfactory to that Institution, 1f the Supplier falls to elther comply with that rectification notice or provide a satisfactory rectification plan, the Lead Institution may Immediately terminate the Master Agreement. Where the Supplier has been given a prior rectification notice, the same subsequent type of non-compliance by the Supplier shall allow the Lead Institution to Immeciately terminate the Master Agreement. Termination on Notice In addition tothe termination rights set out in section 801, the Lead Institution and supplier reserves the right to terminate the Master Agreement, without cause, upon ninety (90) calendar deys' prior notice to the other party. ‘Supplier's Obligations on Termination ‘On termination of the Master Agreement, the Supplier shall, In adltion ta its other obligations under the Master Agreement and at law (a) at the request of an institution, provide that institution with any completed or partially completed Deliverables; (b) provide an Institution with @ report dealing i) the curtent state ofthe provision of Deliverables by the Supplier at the date of termination; and i) ary other information requested by that institution pertaining tothe prewsion of the Deliverables and performance of the Master Agreement; (c| execute such documentation as may be required by an Institution to give effect to the termination of the Master Agreement; and (4) comply with any other instructions provided by an Institution, including but not limite to instructions for acltating the transfer ofits obligations to another person. This paragraph shall survive any termination ofthe Master Agreement. Supplier's Payment upon Termination Cn termination af the Master Agreement, Institutions shall only be responsible for the payment of the Deliverables provided under the Master Agreement up to and including the effective date of any termination. Termination shall not relieve the Supplier of is warranties and other responsibilities relating, ta the Deliverables performed ar money pald. tn addition to its ether rights of hold back or set off, an rae bot ‘SFU MastarAgremant# 25848 Network Equement 374 10.06 1007 0.08 ‘SFU Nestor Ageomants 26848 Network & Institution may hold back payment or set off against any payments owed ifthe Supplier falls to comply wens os PreleBCESS Request 2018-03 Termin Adon to ther Rts ‘he express rights of termination in the Mastor Agreement ae in addition to and shall in me way limit any rights oF remadies ofan institution under the Master Agreement, at law orn equly Expiry and Extension of Master Agreement ‘The Master Agreement shall expire on the orignal Expiry Oate, unless Lead Institution exercites its option toextend the Master Agreement for the peri set out In Schedule A, such extension to be upon the same terms (including the Rates in effect at the time of extension), conditons and covenants contained inthe 'Master Agreement, excepting the option to renew. The option shall be exercisable bythe Lead Institution iving notice to the Suppliae nat less than thirty (30) days ptior to the original Expiry Date, which wil be subject to Supplier's approval. The notice shall set forth the precise duration of the extension. Dispute Resolution Process ‘Any legal dispute out of or in connection with the Master Agreement, arin respact of any defined legal felationship associated with It or derived from it, must, unless the parties otherwise agree, be resolved ‘through mediation and if necessary, arbitration to be hed in Toronto, "Notwithstanding the above, and prior to exerlsing any formal mediation process arbitration or itigation, the parties agree to complete al otter reasonable means to resolvea dispute. Before initiating a dispute, the Supplier and the designated contact ofthe participating institution wil attempt to resolve the issue informaly. (faresolution cannot be met, the parties may direct their complaint tothe participating Institution’ next highest authority. lf the dispute involves multiple particpating institutions, or the Consortium as whole, the complaints to be raised withthe Lesd institutfon. Ut te dispute cannot be informally resolved within 20 business days, the parties will pursue remedies provided under the New West Partner Trade Agreement dispute resolution mechanism. 375 376 tac party haa BS Ting aan eres 19 aE Eyepnteatnn a of the date set out be Enecuted February 15, 2017 Simon Fraser University Huawel Technologies Canada Co. Ltd. ‘ison Blatt S.15(1)(1) sesociae Vice President, Finance $.223)(d) Norbert Haunerand Associate Vice-President, Research ase motes ‘SFU Maal Agresment 25848 Network Equlpment rec} aa Schedule A~Delivérables~ Schedule 8 ~ Rates Schedule C— Form of Participation Agreement Schedule - Warranty Schedule E -Software License ‘SFU Master Agreement 25848 Network Equipment Page 1066 377 376 SeHEOULE A- DELIVERABLES AvveseiptoneftiebbikaA CESS Request CloudEngine 12800 Series Data Center Core Switches Product Overview The CloudEngine 12800 (CE12800 for short series switches are next-generation, high-performance coe switches designed for datacenter networks and high-end campus networks. Using Huawe's next-generation VRPS software platform, CE12800 series switches provide stable, reliable, secure, high-performance L2/L3 switching capabilities to ‘help build an elastic, virtualized, and high-quality network. (CE12800 series switches se advanced hardware architeture design and have the highest performance of any currently available core switches. The CE12800 provides as much as 178 Tet’ switching capacity and high-density line-speed ports, Each switch has up to $76*100GE, 576Y40GE, 2,304*2SGE, or ,304*10GE port. ‘The CF17800 series switches use the Clos architecture and provide comprehensive viralization eapahilties along with data centr service features. The switches use innovative energy-seving technologies to greatly reduce power consumption. In addition, a font-to-back atflow design proves industrial grade reliability, Product Appearance ‘The CE12800 sero i availble asx thodelsi CE12804S, CEL28088, CE12804, CE12808, CE12812, and CCE12816. The CE12800 series wes interchangeable components o reduce costs an pare parts. This design ensues Optical Transeeivers TOGBase-USR Optical Transceiver SFP=,10G Mul Modile(850nm.0.tha,LC) “OSXD2INOT owxD T0005 ‘Optical Transoeiver SFP. 1OGMuli-mode Module(I310nm,0 2210n,LCLRM) ‘Optical Transceiver, SFP+10GMulii SFP ‘Oplical Tansesiver SFPY, 1O0GSingle mode Module{ 10am, 10km.CC) rage 2 86 SU Masia Agreement 25043 Neon Equipment 390 391 ‘OSXDAONTT ‘Optical Transceiver SPPa,10G Single-mode Module(5S0nm,a0kn, LC) ry i (1530am, km, LC) ‘Optical Transceiver, SFP?,9, 8GSingle-mode Module(1310nm,|Akm LC) | 25GE-SEPIS Opical Transcchvers ransceiver, 250Bane-SR, O.lkm ‘SFP2SG-SR GE GEAR Opal Tansee Co | ” “TOG Base SRA Optical Transceiver, OSFPF, 0G Malirmode (30a, 015m, ee MPO) (Connect wo four SFP+ Optical Transceiver) “40GHase 40G, High Speed Direct auch Cable Sm, QSFPO9RM, CC8PO OBS), ‘SFU Master Agraomnt# 25848 Naoork Equipment 394 ‘QSFPFIEM, Used indoor mane eS i CC8PO.254B(S), #YSFP+20M, Used indoor | (Cables, 3m, QSFP SEM, | (QSFP-4SFPIOG-CUIM (QSFP-4SFP1NG-CUSM [ OSE, 43FPF10G High Speed Direct-anach ‘CC&PO.32B(S), 4¥SP+20M, Used ietoor QSFP-4SFPIOG-CUSM ables 3m, QSPPAEM, | QSEPFASFPT10G Fiigh Speed Direct attach (CC8PO.AB(S), 4*SFP+20M, Used indoor ‘CHF, LOUG, High Speed Direc aliach Cables, 1 Sm, CKPRIM, E°CCLIPO.2SAB, CRPIOOG-CUIMS | CxPgaM, Used indoor (CXP-100G-CU3M CRP 100G, High Speed Direct attach Cables, im, CKPHM, JPCCIOPOISGB, CXPSEM, Used indoor ‘QSFPI", 100G High Speed Direct-atach Cables, Tm, (QSFP2#), CAPO DSBS), SFP28-100-CUN ore M | QSPP28, Used indoor | QSFPSE, 1006; High Speed Direct-atach Cables, 5m, (QSFP2S), CCEPO.D5AB(5), ee QSFP28, Used indoor ‘OSEP2E, 100G High Speed Direc-atach Cables, 5m, (QSFP2B), CCHPOABS), FP28-1006-C0 aa nel (QSFP28, Used indoor TOOGE QSFPIE-ASFPI5G High Speed Direct-atiach Cables, Im, QSFP2), Ceres (4%(CC2P0.254B(S))), (4SFP28) TOOGE QSFP2"-ASFPISG, High Speed Direc-aiach Cables, im, (OSFPI), Cee (4%(CC2P0.254B(S))), (4SFP28) TOOGE QSFP2E-ASHPI5G, High Speed Direct-atach Cables, Sm, (QSFP2A), (QSFP.4SFP25G-CU3M-N | rccareanisy ste | T00GE QSFP28-4SFP25G High Speed Direct-atiach Cables, Sm, (QSFP28),_ | ereccapo.aa(s)p, asFP28 (QSFP-4SFP2SG-CUSM. | =e | J Installation Service The installation services inctude: Installation service during standard local business working hours — Normal business travel expense Included. Additional expenses may eccur due to project requirements Following work are included: Pre-istallation check, hardware installation, basic commissioning, and Acceptance te ‘The responsiblity Matrcis as fllow: Pe 36 0 6 Maser Agreement 25848 Netaork Equipment | SPU Accest*AStuest 20780 Huawoi | Customer Pre 3_| Detaled requirement 8 R Set” [4 | Hiitow et Denes 5 z Comets [2 | gaps ilies cron R 5 Configuration | 3 | Device network connection R s 1 | Accepance plan formulation x [| os sree [ere i and training, 3 _| Acceptance sign off s R <[oereteiy : “R= Responsible ‘S* Support miter ‘echnical Training on CE12800 device/configuration in Training Center (88884SS)) is included free of charge. itis for up to 20 persons one week training: ‘The detalied course is: Data Center Switches (CE Series] Essential Operation and Maintenance Taining, The detailed Information about training is 2 follows: Data Center Switches (CE Series) Essential Operation and Maintenance Training Target Audience Installers ane Commissioning Stas (Operators and Malntainers Prerequisites (© A genera familiarity with PC operation system (© A basic understanding of computer technology © HCNP-RSIHCOP) certification oF similar knowledge Objectives (On competion of this program, the participants willbe able to: © Know the trend of data center development Poses ures ‘FU NasiorAgreamont# 25868 Netvors Equipment 395 . . . . . . . . . . ° . . . ° ° . eee sow cent Bald ee ee een ciate eran sen sre cena rt emteton of cruciate A crevtnemecrasn ancien ooo sree nese an anu target VAN era crasernste ch eecoaco, Configure OSPF on the network consisting of CE serles switeh. ‘Troubleshooting on CE series switches. Describe the meanings and functions of the parameters relevant to the BGP configuration. Configure BGP on the CE switches. [Analyze and troubleshoot common faults in the BGP configuretion on the CE switches ‘Understand trunk implementation Understand trunk forwarding Learn about LACP, Configure ink aggregation Describe the basic VRRP concepts Understand common VRRP features Configure VAR® on CES850. Describe the contents of maintenance of CE series switch SFU Master Agreement 25040 Network Eauipment Aaeesso&Request 2018-031 396 397 2 mts eAcceaeuRequest 2018-031 © Descrite the parts replacement of CE12800 series switch Training Content (05W33 CE Series Switches Hardware intraduction (©.CE Switch Hardware introduction 1 Eseries data center switch product postion 1 CE series datacenter switch product architecture "CE series datacenter switch boards and modules "= CEseries data center switch product features 1m Eseries data center sulteh applications (0Sw32 VAPS Platform Introduction (© RPS Platform introduction © Development of VRP and background of VAPS 1 VRP features 1 Res basic operation ‘© vps Basic Operation Practice Guide ‘© Basic commands of VRS operation 1 Configure the remote management function on CE switch Management of configuration file of CE switch 1 asic le operation by FTP on CE switch ‘0SW34 CE Series Switehes Campus Network Features Operation and Maintenance (©CE Switch VLAN Feature Operation and Maintenance CE Switch VLAN Feature practice guide VEN Overview 1 VLAN Aggregation Overview and Configuration 1 MUX VLAN Overview and Configuration 1M Management VLAN Overview and Configuration (©Ce Switch VIAN Feature practice guide VLAN Baste Configurations | VLAN Ageregation Configuration | MUX VLAN Configuration ‘©CE Switch MSTP Operation and Maintenance = st Overview © STP overview |= STP configueation | STP Hands-on Practice on CE5850 ‘©CcE Switch MSTP Feature Practice Gulde 1 Creat MSTP Region, ‘SFL Mater Aroomantt 25888 Nobwrk Equipment Page 38 66 1 BhlAesesaRequest 2018-031 1 Enable mst (©CE switch OSPF Feature Operation and Maintenance 1 IP Routing Overview 1 Static Route 1 OSPF Overview 1 Basic Concepts of OSPF 1 Calculating OSPF Routes 1 E5850 OSPF Hands-on Practice (©CE Switch OSPF Feature Practice Guide ‘= Enable basic OSPF functions Configure VIANAF interface IP © Configure Basic OSPF Functions ‘@Ce switch 8G? Feature Operation and Maintenance 1 BGP Overview 1 BGP Route Transmission 1 GP Path Selection and Control | GP Configuration on CE Switches ‘© GP Hands-on Exercises on CE Switches (© switch 8P Feature Practice Guide 1 Deploy IG? protocol 1 Configure AGP neighbors 1 Advertise BGP routes Route redistribution (©CE Switch Lnk- Aggregation Feature Operation and Maintenance 1 Eth-Teunk Overview ue 1 Unk Aggregation Hands-on Practice '©C£ Switch Lnk-Aggregation Feature Practice Guide 1 Creat eth-Trunk 1 Add member interfaces to the Eth-Tunk 1 Contgure system Priaty 1 Set the upper threshold forthe number of active interfaces 1 Configure interface priority (©CE Swtch VARP Operation and Maintenance VRRP Overview = ARP Configuration 1 VRRP Hands-on Practice ‘SFU Master Agrereih 25848 Network Eqement 398 399 vee altldemoass Request 2018-031 1 Configure VARP load balancing Configure VARP Fast Switchover | Enable the ping tothe virtual IP address 1 Configure VRRP to track uplink interfaces (©CE series switeh runtime maintenance 1 The contents of maintenance 1 The precautions of maintenance | Te parts replacement of TOR switch 1m The parts replacement of CE12800 switch Duration 5 working days oss Size Min 6, Max 10 |A2, Acceptance testing ‘The acceptance ofthe project willbe based on each Inlvidal PO delivery for purchased items, The following, acceptance criteria and procedure shal be followed for each indvidual case by institutions and the Supplies, in partnership: Hardware Delivery ‘Male sure thatthe quantity of delivered materia isin line with 860 configuration including but not limited to main control cards, chassis, optics! modules, cables etc. ‘After the purchased item is properly installed, make sure that the grounding Is properly connected, the equipment labels are correctly attached tothe required position, and the cabling is properly done following the standard labeling scheme. ‘After power on the equipment, make sure thatthe fan modules are operating normally, no alarm i triggered and allsystem s powered on, Funetionalty Test ‘Make sure that system configuration is dane by a Huawel certified engineer following the product configuration, guide with the correct customer network parameters. Make sure thatthe routing function i reachable through the network, and ping test passed for standard test cases. "Make sure thatthe physical connection and network connection are both established properly, and all port status check passed. Performance Test ages of66 ‘SFU Mater Agreement 25648 Natirk uipment ages 400 ‘es pop uth Gs bd ply CONDE ARE E| gD TEOMA coca Mandover ‘The following documentation ofthe purchased Items wil be passed tothe designated site technical representative by the acceptance: Final configuration ofthe installed system Login information (username & password) tothe installed system Onsite knowledge transfer forthe installed system Operation documents ofthe installed system Low level design document which shall be formulated in partnership with Institutions ‘After the evaluation of above documentations Is done, institution shall sign the acceptance & testing report provided by the Supplier, and thus the delivery of the purchased items Is fully accepted. 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Ltd. (the “Supolier”), pursuant to that certain Master Agreement between Simon Fraser University and the Supplies, entered into by Simon Fraser University on its awn behalf and on behalf af other Participating Institutions) and dated February 15,2017 (together with is schedules, the “Master Agreement’). The underiving procurement for the Supplier solution and related Services was lea by Simon Fraser University as the Lead institution on behalf ofthe participating institution(s. ln consideration of the premises, covenants and mutual promises contained inthis Participation Agreement, and for other valuable consideration, the receipt and sufficiency of which Is hereby acknowledged, the Supplier and Institution hereby agree as follows. 1. fective Date, This Participation Agreement shal be effective on xaooatx, 2027 2. Scope. The scope ofthis Participation Agreement shall be limited to the scope ofthe Master Agreement 3. Terms of Master Agreement, The terms of the Master Agreement, including Schedule A and Schedule 8, are incorporated by reference into this Participation Agreement and are binding onthe Supplier and the institution. 4. Institution Representative, The institution Representative sas follows: [INSERT NAME AND CONTACT DETAILS} 5.0ther terms ‘The Supplier acknowledges that itis providing the Deliverables to the Institution on a non-exclusive basis; however, the Institution acknowledges that the Deliverables were purchased as part ofa purchasing consortium that included its participation within the proposed Master Agreement and the Institution acknowledges that that the Intent of the Master Agreement i that the Supplier be the preferred supplier ofthe requlred Deliverables, ‘Theinstitution, a ts discretion, may place one or mare purchase orders far one or mare items sted in the Deliverables under this Master Agreement subject to funds availablity. The purchase orders shal include terms and conditions and particulars of each purchase, for example: 8) Location and delivery details; b) Payment deta, including payment terms and Invoicing information 6) Appleable institution policies; 4) Adeitional insurance coverage, if any, required of the Supplier 6. Defined Terms. Capitalized Terms not defined herein shall be as defined inthe Master Agreement, ‘This Participation Agreement and the Master Agreement, set forth the entice agreement between the Supplier and Institution with respect to the subject matter hereof and all previous communications, representations oF agreements, whether oral or writen, are merged herein. Prior or contemporaneous additions, deletions, or ather| changes hereto shall not have any force or effect whatsoever, unless embodied herein. Terms and conditions inconsistent with, contrary, arin addition to the terms and conditions of this Participation Agreement and the Master Agreement, shall not be added to or incorporated into this Participation Agreement or the Master ‘Agreement by any subsequent contractor otherwise, and any such attempts to add or incorporate such terms and conditions are hereby rejected. ach party hereto has caused thls Patcipation Agreement to be executed by its duly authorized representative as of the Effective Date set forth above Page a6 ‘SFU Master Agreement 25646 Network Equipment 411 412 SFU Access Request 2018-031 Executed this day of. 20, (FULL NAME OF WSTITUTION) ‘Name: Title: Huawel Technologies Canada Co. Ltd. Name: Title: Name: Tite: raga 66 SFU Master Agreamanté 25848 Network Equipment mea 413 SCHEDULE D- WARRANTY SFU Access Request 2018-031 ‘Service Overview on Hi-Care Onsite Standard Service No. | Service item Description i Help Ook ‘Avaliable 24 hours a day, 7 days a week. ~V hvaiable 2a hour a day, 7 dave a w | for Priory 1, respond within 30 minutes; 2 | Remote troubleshooting | For Priority 2 calls, within 60 minutes; For Priority 3 calls, within 2 hours; For Priority calls, within NBD. 3 | Access to Huawei.com | including technical information sharing and patch downloading, Downiaad of software | Providing the maintenance releases (patches and minor releases) ofhost updates software versions. ‘AvalabieS hours a day, 5 days a week, Replacement parts wil arive the next ‘Business Day (NBD) where availabe after Huawei deems 2 spare partis ‘Advance hardware | necessary and RMA number generates. 2 replacement For service requests received after 25:00, Huawel wil ship the replacement | parts the next Business Day. ‘AvalableS hours a day, 5 daysa week Huawel engineers arve at the ste the | ‘ext Business Day (N8D) where avallable after Huawei determines that onsite 5 | Onsteharaware service's cequired replacement For service requests recelved after 15:00, Huawel wil send engineer to te site the next Business Day. Note: Priority Level Definition ~ Priority Level Definition ‘There is eritical eult with adverse impact on customer network and business operations, Priority 1 (P2) This includes any customer. cetected fault, whereby a service or the Network functionality iimpaiced Priorty2 (2) ‘There significant impact to business operations. A fault can potentially lead to service intertuption. The producti partially inoperative but stil usable; Limited operation is SFU Mostar Agreements 25848 Network Eauipnent possible, bt there sno effect on customer-related area, and the effect can be THAECESS "Request 2018-031 Priorty3 (P3 } ‘These are faults which have limited impact to business operations. A fault does not Jmpair a network service or functionality The product's usable, but with limited functions This condition isnot eral and does not severely restict overall operations. 414 ‘Enquiries and help-seeking concerning the product technology or solution (performance, information, specifications, networking scheme, service provisioning, and operation and configuration) of Huawel produets on eustomer network; Technical enquires are not | riot ( P6 ) related to unstable product operation a service quality drops and do not have problem levels. Theres no impact 10 business operations, Consultation about equipment functions, specifications, operation and configuration during routine operation and ‘maintenance. ‘Service Description 1. Help Desk Huawel provides 2 24-hour Help Desk hotline (1-855-HuawelE) for you to ebtain after-sales technical supports (or ‘example, to declare equipment faut ard request repair of hardware), enquire about Huawei products and service polices, and submit complaints or suggestions. By leveraging advanced management methods and technologies, uawel's technical support center responds to all callsn realtime and transfers the calls to the corresponding technical engineers inthe shortest possible time. ‘The technical engineers handle the Fault neal time. “The entire service process Is recorded and tracked in|T systems to ensure that each ofthe service requests raised by you can be handled in a timely and effiient manne. Responstbilty Matrix Ne, WaaweFe Your Activity Responsibiity | Responstity 1 | Provide Help Desk hotine number. Owner 7 > | Receive and contr the senicereuet SRyand eate | mon SR ticket inthe sytem, vida the varl rumber or barcode ofthe deTeave a _ | Provide the ser umber or barcode ofthe festive gosstang owner equipment. | Bide te problems submited by you nto diferent 5 peamtam types and levels. 5 oietribute the 5 uckets and tack the problem ‘Owner 5 SFU Masta Agreements 25848 Nebrrk Eqvement 415 SUR A 048.p34 Conduct ¥istomer tatactlon survey oh probl 6 [Genus ‘Owner Assistant er 2 problems are resolved and dose 7 vena prob __| Benet the prem tothe comesponding expe suppor eam | necessary. Provide the Information required ta locate the problem, including the serial number or bar code ofthe equipment, equipment 4 | Iocation, and description of the fault as well'a ather information | Assistant owner that i required to analyze the problem, such as alarms, logs, performance measurement results, and operation records. Provide a emote access channel and an account and password for 5 | temporary access. Grant Huawei engineers with the remote access | - Owner permission ‘Confirm that the remote access permission has been obtained. © | Hance the problem through remote accessifnecesary Owner Assistant 7 | Tecate and handle the problem remotely. ‘Owner ‘Assistant Provide @ temporary solution and restore the system fo previous 8 er sistant state before the fault occurs If necessary. um cen 3 [ implement the selution and validate the effectiveness ‘hesitant Owier ‘onfirm the effectiveness of the solution and provide the satus of Te | Confirm the efectveness ofthe slition and provide the satan oF a the problem 3. Download of Software Updates To ensure thatthe equipment purchased by you can run stably, Huawei provides software correction patches. A patch i software designed by Huawei to fix the bugs found in the original lrensed software when the software is running. Al software patches have been verified and improved i the practical application environment oF 3 ‘simnlated tral network and can remave or correcthidden problems inthe orginal icensed software, Notes: 1. You can obtain saftwate patches from Huawe'’s technical suppor website, It's your responsibilty in installing the patches. 2. This service does not include upgrading software or providing a new function or feature 3. This service applies only to host: soRware, versions rather than service software {for example, network management software) 4. Access to Huawei.com SFU Master Agreement 25048 Netwark Equpmert 417 Huawel's website provid ne materials about the products, such as product manuals, configuration guides, itd + networking cases, dq styrien masse est j Heiss v4 ‘can download documents, get up toda brand learn Sboct the latest products Huawei technical support websitenterprise huawei com 5. Advance hardware replacement Huawei provides advance hardware replacement services to help You cope with your urgent needs of Spare Parts ‘Advance hardware ceplacement sa service that entitles you to recelve advance replacement of hardware Huawel deems a spare part is necessary and RMA number generates. Please return the defective equipment to-a designated Huawel site within 15 business days upon receipt ofthe replacement equipment. In the event the ‘equipment isnot returned in this period Huawei reserves the right to charge you then-current lst price of the Spare Parts provided. The placement equipment may be new or an equivalent with the same functions. f the producti ne longer in production and is out of stock, Huawei will provide another type of equipment or board with performance equal ‘or beter than the original Youwill own the eplacement unit provided by Huawei, while Huawel will own the defective unit. Ifyou cannot return the faulty unit to Huawel due to data security, privacy, or other reasons, you can purchase the ‘service for retaining the defective unit For s product that has been replaced by Huawei, ou are entitled to elther ofthe following services (whichever is longe?: 1 8 90-day warranty starting from the date when the good equipment is shipped or the date when the equipment s replaced > The remaining maintenance service of the orignal equipment Huawe' provides advance hardware replacement services based on the SLA In the following cities: [Sete] Repetine eee) a ‘Available 9 hours a day, 5 days a week; Replacement pats wilarive the next BusinessDay (NBD) where | Graoronto, Harton, avalable ster Huawei deems spare partis necessary | ratetoo,Krchenes, tcareonste | gua nanumbe generates rear Sanda ostawal, GVA, rerio requests rcsieater 0 Hue wit | O08) SY ‘ship the replacement parts the next Business Day, caster aenee Notes: 1. Service delivery is based on commercially reasonable effort. 2. Thereplacement cycle may be prolonged forthe allowing reasons: 4) Your ste does not included in the applicably iy 2) The spare parts fall to arcive atthe site within the defined time frame due to transportation or postal problems. ‘SFU Master Agreomont 25848 Network Equipment For details about the response time, see Chapter 4 "Standards ofthe M-Care Onsite Maintenance swa'SFU Access Request 2018-031 Responsibility Matrix z 7 Woawels Your . nd Responsiblity | Responsibility 1 | RR i Fo opto pro ee — 7_| Send the replacement equipment to a site designated by you. ‘Owner 5 ‘Return the defective equipment toa warehouse designated 3 The defective equipment t designated by Owner ‘Huawel within the defined time frame. | Filouts faut tag foreach defective unit. ‘assistant Owner Notes: 4 When you submit a Return Material Authorization (RMA) request. please fil out the faut tag and Service ‘Request Form and then send ther ta Huawel through fax or email. Huawel Is not responsiale for any delay ot ‘ther unexpected result that is eaused by your fuit, such as lack of information or Inaccurate information provided, 2. if you move a plece of equipment included in the equipment lst to another location, please notify Huawei within 30 days after moving, and Huawei will start the maintenance of the equipment within 30 days after receiving your note. 3. If you modify the parameters or configurations of a product, including upgrading the product or modifying ‘the configurations af the Field Replaceable Unit (FRU}, please notify Huawei within § days after modification 4, Its highly recommended to keep the packaging (including antistatic and foam packaging) of the returned produet unchanged. if the orignal packaging cannot be used, please ensure the packaging of the returned product meets the transportation requirements and the returned product's transported without any damage. 5. Advance hardware replacernent does not apply to special hardware and software, such as hardware and software customizes by you, 6. Onsite hardware replacement Ifyou have purchased Huawei’ H-Care Onsite maintenance service, Huawei wil frst handle the problem remote. the problem eannat be resolved without replacing the hardware, Huawei wil assign experienced technical support engineers to your site within the time period defined in the SLA. The engineers will replace the hardware and rectity the fault to restore your system Please return the defective parts to a designated Huawel site within 15 business days. f you cannot ceturn the defective equipment due to data security or other reasons, you can buy the Defective Parts Retention service from Huawei Huawei prauides onsite hardware replacement services based on the SLA inthe following cites: ‘Service Level Response Time | ‘Applicable City ‘Available 8 hours # day, 5 days a week Huawei engineers Hecare Onsite | rive atthe site the next Susiness Day [NBO] where faaenotse SFU Master Agreement 25846 Network Equipment 418 Standard [avaliable after Huawei determines that onsite service For service requests received after 15:00, Huawei will send engineer tothe ste the next dusiness Day Access Request 20/106. Waterog, Kitchener, ea (Oshawa), “GVA, Montreal, Calgary Notes: 1. Huawel reserves the right to determine whether enste support is needed, 2. Service delivery is based an commercially reasonable effort 3. The replacement cycle may be prclonged if engineers fal to arrive at the site within the SLA-defined time period due to transportation-elate reasons. For detais about the response ime, see Chapter 4 "Standards ofthe Hi-Care Onsite Maintenance Service. Responsibility Mate 419 No, Actty Wawel Responsibility Your Responsibity Confirm that engineers need tobe assigned to replace hardware on ‘Owner ‘Assign engineers to the site and make preparations (Tor example, apply for spare parts, make travel arrangements, etc). ‘Assign 8 qualified operation & maintenance (O&M) engineer to provide necessary Information and assistance for Huawei engineers, owner [Eniure that Huawei engineers can access the site convenientiyand {rant Huawei engineers with the permission to operate the necessary equipment. Ensure thatthe work environment is sae for Huawei engineers. Owner “Arie atthe site within the defined time frame and replace the hardware on site, Owner Assistant ©] Verify the effectiveness ofthe solution, Gainer ‘Submit the Onsite Technical Support Report, which indludes information forthe service request and operation recards. Owner Sign the Onsite Technical Support Report and confirm thatthe service is completed, owner Notes: For onsite service, t's you obligation to do some operational assistance as following: 1 In the Produe’s physical location, Please provide an appropriate work environment (Including heat, light, SFU Masta Agieomont# 25848 Newark Equpment rage 666 420 verlaon, lta outet tc) and reasonable ac forthe ut of unwes seviepevonel 2. onde Tere ete i : sane servic, Back Toe mages A dgde bel SSrf tol Saha dae fal boone’ see persone about Harare remedial malntenace 3. Bove lads tat on Rp each the Melt of the product the prods insta above four fs, While pins enure hat al prt nae ow en ft 4 Fese provide safety and scary protection for Muawe’s personnel ors subcontractors hen they a8 wertng your unmanned ates 7._Tiene Coverage and S1A, Service item | Response Time Description Remarks ‘allable 2a hourea ay (00:00 to 24:00), 7 2aer days a week (Monday 10 Sunday). Help Desk N/A ea Definition of response time for remote troubleshooting: rom the time when the emote thin gominutes; For | AvBlable 24 hours a | customer sence engincers of Huawel’s Trecbteshooti Priority 2 call within | 42¥ (00:00 to 24:00), 7 | technical support center accept your service [Eo minutes; or Priory | S9¥82 week{Monday_| request tothe tne when technical support for Priory 2, respond w ‘ate wining rowsy_ | *25406ay)- engineers contact you for the frst time and Ramin startto provide remate technical support Jitnin Nao. serves if your ste is more than 50 kilometers away lable 9 hours a da ‘alable 9 hours 2. | trom the nearest Huawel spare parts (02:00 0 1800), 5 eee tacmaay | Warehouse, Ray tate longer forte mass bese ep equlpment to arive at the site However, advance | Aer deliver Huawei committed to delivering the racdware | Meieomene pore the | Forseriee requests | Service as soon as possible given guod replacement | eemneas Day. | feeehed after 15:00, | tansportaton conditions. Huawei wil ship the replacement parts the rot Business Day. Delivery time is calculated from the time } wnen Huawei deems spare parts necessary and RMA number generates, rage 62066 SFU Master Agreement 25848 Network Equlprant 421 Series em Desriotion ‘Available 8 hours day | if your sites more than 50 Klometers away (02:00 te 18:00), 5 | from the nearest Huawe service center, eects ar” | Seen rae | Hamann wat | PH {evel tanipetton condos ater hardware | arrive at the site NBD. See replacement For service requests received after 15:00, Huawei will send Onsite Service is calculated from the time engineer to the site | when Huawei determines to assign engineers the next Business Day. | to the site. negotiation with you. FN 2) 31 4 3) Huawei wil select a proper service made based on the actual situation and the committed SLA to resolve your problems in a timely and effective manner Huawel reserves the right to select the specific service mode. The service start date and end date ae provided on PO/contract between you and Huawel. Inthe case of no service start date listed on PO/contrac, a) if sold together with products, keep the same start date as product warranty; b) for renewal service sales, keep the last warranty or maintenance end date as this service start dave. Service delivery Is based on commercaly reasonable effort. ‘The items to which the HECare Onsite maintenance service does not apply include but are not limitad to: Recovery of operating ystems and other software and data ‘Testing forthe operation of applications or other tests required by you Rectification of equipment faults associated with inte:connectivty or compatibility Services requested by you because you do not install the software or patches provided by Huawei for system recovery, repair, and modification Services requested by you because you do not take the preventive measures recommended by Huawel > Exclusions tun at hg igor oper mine Ng if aoa [Accidents caused by force majeure (eg. fre, ood, earthquake, lightning strike, et] oor service deivery conditions caused by socal problems (e.g. sodal unrest, war, strike, socal clisharmony, government regulation, et) Fare dlver ence dv onterrpton of ene spp. Dower Supe water spp 0 56, etc) r Huawei shall not have any osigation to repair r replace the damaged products under thefllowng drcumstances: ’ \ Product damage caused by 2 force majeure (e.g natural disaster, fe, war, ote) \ + Noxmal wear and tear to equipment, * v ‘SU Master Agveement# 25848 Network Equipment page ete 422 Direct damage tothe ee due tothe falure to meet the written requirements for the environment nee Sto erent Reg heist POP BIE frome wee te, uit oF Meee Large-scale damage to the hardware and data of Huawel equipment due to your mistake, improper operations, or sabotage, Product damage caused by your fallureto operate Huawei equipmentin accordance with product manuals. System damage caused by your mistakes or mistakes of third partes, including removing or reinstalling the system or adjusting, modifying, or deleting identification marks on the product nt in accordance with Huawel’s requirements System damage caused by problems with your infrastructure ‘The Hardware or sofware has been modified without authorization. ‘The Hi-Care Onsite maintenance service doesnot apply to the products or components listed inthe following table: Wee Products oF Components | consumable items Cables, earphones, microphones, whiteboard markers, extenders, and distrlbutors | Mechanical parts | Protective covers, support, tripod, carts Cabinets and | Cabinets, documents, product accessories, installation acessories, tools and accessories outdoor antenna ‘is not obligated to provide any Impllct or expt business or technleal assurance not Included in this document. Huawei shall not have any obligation to guarantee that all the products and services provided can meet your requirements without any defects and thet you wil not experience any problems or interrunton when using these produets and services. Also, Huawel does not guarantee that all the defects can be solved absolutely. {nal cases, Huawei shall nt assume the responsibility for any divect or indirect financial losses caused by this ‘document to you. The maximum compensation amount claimed by you against Huawel forthe losses caused by Huawei’ Fults shall not exceed the price paid by you forthe produ or service Huawel will not provide onsite services but oni provides Hi-Care Standard service or services a lower levels for the products purchased from Huawei suppliers (excluding servers and storage products) Huawel will not provide onsite services for terminal products and product accessors ‘SFU Master Agreement 25848 Network Equipment re est 6 423 ‘The mahntenance sevice provided by Huawes pte You can purchase the sere pueda arma t atany tine you Beek be eect elias ah he tormation an data tat ede to ocate and sae the probes Whe proving the sev Muowal Wilonyecess and proces te related norman accorng to yu equemer sar ataning pemision om you an wl tse the information oly for proving maintenance sercs, Beau the nfrmatonconvlle by you, Huawei Cannot judge wheter the normalion contain any of your canientl or prsonal ata, Therefore, You shall fuarantee ht the necessary pers and authori hav bean ebtaned or retained for Huse to prose the sericea per the applies that Hume wil not vate te aplasia, your ry pace, o your agreements wth users when provdng the serves Hunvel wil ake proper meatier to protect he ery tt youriformaton, bt Huawe! shal ot be lab for ony hee or nee felis nae when Humwel tbtans and processes the norrlon during serve every. Page 5 86 ‘SFU Mastor Agrooment 25848 Neterk Equipment Sane torres ae + Ore sen eel SASS ERE Tra earch Madly ay eos or Sra soungunnt er eu etch the Stee wes seed 2, The institution agrees that it wll not modify, decompile, clsassemble or attempt ta reverse engineer the software, n anyway, without the express written permission of Huawei 3. The institution has no right to subicense the software and documentation to anyone. 4. This Agreement does not grant any ownership, security right or tte In any Intellectual property right relating to the software and documentation. The institution acknowledges and agrees that it will nt challenge the ownership right o title of Huawelto the software and documentation. 5. The Institution acknowledges thatthe software, documentation and data returned through the use of the ‘software are confidential information, proprietary anda trade secret that is owned by Huawei. In addition to the torms ofthis Agraament, the software and documentation shal asc be governed by the terms and conditions of any non-disclosure agreement or other relevant agreement with respect tothe protection and use of such Confidential Information, entered into separately by the Parties. 6. The Institution agrees not to use the software and documentation In a commercial manner, to generate revenue, or In any ther competitive manner. 7. The institution shall notify Huawei in writing of any nonelicensed use ofthe software and documentation which comes tits attention. rage e666 ‘SFU Master Agosment# 25848 Network Equipmant 424