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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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               CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (the "Master Agreement") 
is entered into as of this 28 day of March, 1998, between CSG Systems, Inc., a 
Delaware corporation with offices at 7887 E. Belleview Avenue, Suite 1000, 
Englewood, Colorado 80111 ("CSG"), and Renaissance Media LLC, a Delaware 
corporation with offices at Cablevision Center, Suite 100, Ferndale, NY 12734, 
(the "Customer"). CSG and Customer agree as follows:

Subject to the terms and conditions of this Master Agreement, Customer hereby 
agrees to purchase and/or license from CSG its subscriber management system 
solution utilizing the CSG services and products which are identified, provided 
and/or licensed as set forth in the attached Schedules which are hereby 
incorporated into and made a part of this Master Agreement by this reference, 
including, but not necessarily limited to:

        .  Schedule A - CSG's CCS system for subscriber video billing management
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           (the "CCS Services").

        .  Schedule B - CSG technical and consulting services (the "Technical 
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           Services").

        .  Schedule C - CSG's CSG Vantage (the "CCS Product").
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        .  Schedule G - CSG's Print and Mail services (the "Print and Mail 
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           Services").

The CCS Services, the Technical Services, the Print and Mail Services, and any
other CSG service subsequently provided in an executed Schedule attached to this
Master Agreement are collectively referred to in this Master Agreement as the
"Services". CSG's CSG Vantage(T)(M), and any other CSG product subsequently
licensed to Customer in an executed Schedule attached to this Master Agreement
are collectively referred to in this Master Agreement as the "Products".

                         GENERAL TERMS AND CONDITIONS

1. FEES AND EXPENSES. The Products and Services will be provided for the fees
set forth on Schedule F. Customer shall also reimburse CSG for reasonable
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out-of-pocket expenses, including travel and travel-related expenses that are 
consistent with CSG's standard travel reimbursement policies, incurred by CSG in
connection with CSG's performance of its obligations under this Master 
Agreement.

2. INVOICES. Unless otherwise provided herein, Customer shall pay amounts due
hereunder within thirty (30) days after receipt of invoice therefor. Any amount
not paid when due shall thereafter bear interest until paid at a rate equal to
the lesser of one and one-half percent (1 1/2%) per month or the maximum rate
allowed by applicable law.

3. TAXES. All amounts payable by Customer to CSG under this Master Agreement do 
not include any applicable use, sales, property or other taxes that may be 
assessable in connection with this Agreement. Customer will pay any taxes in 
addition to the amount due and payable. If Customer pays any such tax directly 
to the appropriate taxing authority, then Customer agrees to furnish CSG with 
the official receipt of such payment. Customer shall not, however, be liable for
any taxes based on the net income of CSG.

4. ADJUSTMENT TO FEES. CSG shall not adjust any of the fees specified in 
Schedule F or otherwise specified in Schedules hereto prior to January 1, 1999. 
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Thereafter, upon sixty (60) days prior written notice, CSG may increase such 
fees annually by an amount equal to the greater of three percent (3%) or 100 
percent of the percentage increase in the Consumer Price Index, Urban Consumers,
All Cities Averaged 1982-84 Equals 100, during the prior calendar year as 
published by the U.S. Department of Labor or any successor index, but in no 
event will CSG increase such fees annually by an amount greater than six percent
(6%).

5. SHIPMENT. CSG will ship the Products, any Incorporated Third Party Software,
and any other third party software from its distribution center, subject to
delays beyond CSG's control. CSG will select the method of shipment via tape or
by electronic file transfer for Customer's account. The license granted to the
Products as set forth in the Schedule(s) commences upon CSG's delivery of the
Products to the carrier for shipment to Customer. Upon timely notice by Customer
to CSG, CSG will promptly replace, at CSG's expenses, any Products that are lost
or damaged while in route to Customer.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR 
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE 
                          THEIR RESPECTIVE COMPANIES