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**Exhibit 4.9**

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**INFORMATION TECHNOLOGY SERVICES AGREEMENT**

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**THISAGREEMENT**is made at Atlanta, on August 3, 2006.

 

**Between:**

 

General ElectricInternational, Inc., a Delaware corporation (the “Company”) withits head office at Two Corporate Drive, Shelton, CT.

 

**And:**

 

Patni ComputerSystems Limited, (the “Contractor”) with its head office at AkrutiSoftech Park, MIDC Cross Road No. 21, Andheri (EAST), Mumbai 400093,INDIA.

 

**WHEREAS:**

 

A                        TheCompany wishes to authorize the Contractor to perform certain software relatedservices in accordance with this Agreement.

 

B                          Theparties understand that the work to be undertaken by the Contractor under thisAgreement will be performed in part by the employees of Contractor and itscontrolled subsidiaries or controlled affiliates.

 

C                          TheContractor has the requisite skills, personnel and legal right to perform suchsoftware related services.

 

**NOW,THEREFORE,** the parties agree as follows:

 

**1****                           APPOINTMENTAND PURPOSE**

 

1.1                   The overallpurpose of this Agreement is the continuing development and maintenance of acenter, owned and operated by the Contractor (“Global Development Center”or “GDC”), which provides the Company with high quality and costeffective Deliverables through various operational models, including providingServices at GDC locations (“Low cost countries”), at Company locations (“Onshore”),and at “Nearshore” GDC Locations (in countries neighboring and adjacent toCompany’s locations). Nothing in this Agreement affects service agreements orTask Orders that were executed, or conduct that occurred prior to, theeffective date of this Agreement.

 

The Company herebyappoints the Contractor on a non-exclusive basis either by itself or throughthe GDC and its approved branch offices or affiliates, to provide softwaredevelopment, implementation, maintenance, support and other informationtechnology services (together “Services”) in accordance with the termsof this Agreement, and the Contractor hereby accepts such appointment. Theperiod of appointment is from January 1, 2007 through December 31,2009 (“Agreement Duration”), which may be extended by mutual consentunder the same terms and conditions of this Agreement (including any amendmentsmade pursuant to Section 15.5 of this Agreement). Nothing in thisAgreement precludes the Company from obtaining the same or similar servicesfrom other vendors, wherever located.

 

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**2.****                        PROCUREMENTOF SERVICES**

 

***Task Orders***

 

2.1                   The Company mayfrom time to time request that the Contractor perform Services by submitting,pursuant to this Agreement, a request to the Contractor that specifies theDeliverables (as defined below) to be provided by the Contractor (a “TaskOrder”). The Contractor is not obligated to sign and accept the Company’sTask Orders. However, the Contractor will use its best efforts to accept andfulfill the requirements of such Task Orders. Within two working days ofreceiving the Task Order, the Contractor shall notify the Company of either itsinterest in pursuing the Task Order or its intention to decline the Task Order.Repeated non-participation or delay in response for a constant period of sixmonths may result in termination of this Agreement, pursuant to Section 12.

 

Once theContractor accepts a Task Order, the Contractor is obligated to perform theServices specified in such Task Order. In performing such work, and subject tothis Agreement or Task Order, the Contractor shall be free to exercise itsdiscretion as to the method and means of performance of its services. TaskOrders may specify a fixed price engagement or a time and materials engagementor a combination/variation of these two basic models.

 

***Fixed Price Task Order***

 

2.2*                  *TheContractor and Company will agree on a fixed price for Task Orders issued toengage Contractor for a fixed scope of Deliverables within a defined timeframe(“Fixed Price Task Order(s)”). The number and details of resources to beapplied to the Deliverables will be at the Contractor’s discretion. The Companywill specify certain norms to ensure quality and consistency in the Task Order,which, once issued, will not be changed, except after mutual discussions. Normsmay include but are not limited, to target service levels and associatedrewards and penalties, acceptable personnel attrition, value, volume or earlypayment discounts, or other requirements the Parties mutually agree to include.

 

***Time and Materials Task Order***

 

2.3                   The Company mayalso issue Task Orders to engage Contractor for the availability of resourcesat an agreed rate, to provide specific Deliverables (“Time and MaterialsTask Orders”).

 

***Norms***

 

2.4                   Task Ordersshall specify certain norms to ensure quality and consistency of Deliverables.Norms may include, but are not limited to any of the following: projectdelivery processes (SDLC); Project Management practices such as effortestimation; target service levels and associated rewards and penalties;acceptable personnel retention period; [Knowledge retention requirements];business continuity requirements; value, volume or early payment discounts; andany other requirements the Parties mutually agree to include.

 

***Communication***

 

2.5                   Allcommunications with and Deliverables to the Company, including, withoutlimitation, software, documentation, manuals, training materials, reports,screens, progress reports and invoices, shall be in English or such otherlanguage as may be designated by the Company.

 

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***Deliverables***

 

2.6                   All Services,software, documentation, manuals, training materials, test plans and results,risk management documents, manuals, and any and all other Intellectual Propertydeveloped, delivered, or enhanced pursuant to this Agreement or a Task Ordershall collectively be referred to as Deliverables.

 

***Purchase Orders***

 

2.7                   In addition toany Task Order, the Company must also issue, and the Contractor must receive, aCompany Purchase Order (“PO”) prior to initiating work under the TaskOrder. POs may incorporate or reference the terms of one or multiple TaskOrders. If the Contractor chooses to commence work on the Company’sDeliverables without an appropriate PO in place, the Contractor does so at theContractor’s own risk and, unless otherwise agreed to in writing by theCompany, such efforts shall not be chargeable to the Company. Each PO shall bedeemed incorporated into and governed by the terms of this Agreement.

 

All POs shallinclude the billing arrangements, terms of payment, the Company entity thatshall pay under the PO, and whether payment shall be made though the GEAccelerated Payment Program.

 

***Benefits of the Agreement***

 

2.8                   Task Orders maybe issued by the Company, its parent company, General Electric Company, and thesubsidiaries and affiliates of its parent company (including, withoutlimitation, joint ventures or other entities in which any such entity is ashareholder) (together “Company Affiliate(s)”). Task Orders may also beissued by the Company or a Company Affiliate on behalf of divested entities ofCompany or Company Affiliates for a period of up to one year after divestiturehas occurred.

 

Neither theCompany nor any Company Affiliate shall have liability or be in any wayresponsible to the Contractor or to any other Company Affiliate for any act,omission or failure of either party related to such Task Order, including forthe failure of any other Company Affiliate to fulfill such Company Affiliate’sobligations under a Task Order placed by it. In the event that a Task Order isterminated at the request of the Company or a Company Affiliate, the partiesinvolved will mutually resolve any issues from such termination pursuant to Section 12.4of this Agreement.

 

2.9                   The Contractoragrees, at the Company’s request, to incorporate the provisions of thisAgreement into a Task Order issued by the Company which may require theContractor to provide Deliverables directly for another entity named by, andwho is performing Services for, the Company. The Contractor further agrees tomake the terms of this Agreement available to the Company’s suppliers(including software and system integrator suppliers), partners and customers,when mutually identified and agreed by the Company and the Contractor. TheContractor will cooperate with the Company to identify opportunities for theCompany’s suppliers and customers to reduce technology costs. If, as a resultof this cooperative relationship the Contractor benefits by receiving TaskOrders from or and contracting services directly with the Company’s suppliersand/or customers, then these associated volumes shall be credited to anyCompany volumes referenced in this Agreement, except to the extent that theCompany’s supplier and/or customer was a pre-existing customer of theContractor.

 

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***Incorporation of terms***

 

2.10             Any Task Ordersubmitted by a Company Affiliate to the Contractor that refers to thisAgreement specifically incorporates the provisions of this Agreement (such thatall references to the Company shall be read as references to the CompanyAffiliate that submitted the Task Order), unless such Task Order explicitlyprovides that such Task Order or any part thereof does not so incorporate thisAgreement or any part hereof. Should a Task Order submitted by the Company or aCompany Affiliate that is controlled by Company or its parent, General ElectricCompany make no reference whatsoever to this Agreement, then this Agreement andits provisions shall nonetheless be deemed to have attached to such Task Order,with all references to the Company in the Agreement being read as a referenceto the Company Affiliate that submitted the Task Order.

 

***Hierarchy***

 

2.11             In the event of anyconflict between the terms of this Agreement and the terms of any Task Order orPO, the terms of this Agreement shall prevail. In the event of any conflictbetween the terms of a Task Order and the terms of a PO, the terms of the TaskOrder shall prevail. Under no circumstances shall any terms of a PO beconstrued as imposing any additional financial or other obligations on theContractor. Notwithstanding the foregoing, a Task Order may amend the terms ofthis Agreement solely with respect to such Task Order by expressly referencingthe provisions of this Agreement that are being amended and by stating that inthe event of a conflict between the amended provisions of the Task Order andthe provisions of this Agreement, the provisions of the Task Order shallprevail.

 

***Technical Clarification***

 

2.12             The Company maynotify the Contractor of technical clarifications to any Task Order at any timeprovided such clarification is within the general scope of either thisAgreement or the relevant Task Order.

 

2.13             If the Contractorreceives a technical clarification that may affect cost, completion schedule orany other provision of this Agreement or the relevant Task Order, then theContractor will provide the Company with a proposed amendment to the Task Orderincorporating the proposed changes and will not implement the technicalclarification unless and until the Contractor has received from the Company writtenconfirmation through both an amendment to the Task Order and an amendment tothe PO or a new PO of such clarification and acceptance of the proposedamendment to the Task Order.

 

2.14             No cost that theContractor incurs as a result of implementing a technical clarification may bethe basis for an adjustment of the fees to be paid under a Task Order unlessthe Company had agreed in writing to such price adjustment prior to theContractor incurring the additional costs.

 

***Service Level Agreements***

 

2.15             The terms of thisAgreement shall not supercede any Service Level Agreements separatelynegotiated and agreed to between the Company and the Contractor.

 

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***Transition between Time and Materials and Fixed Price***

 

2.16             At the request of theCompany, the Contractor will cooperate with the Company in good faith toconvert existing Time and Materials Task Orders to Fixed Price Task Orders onterms and conditions to be mutually agreed between the parties.

 

***Express Services and Policies***

 

2.17             If requested in aspecific Task Order, the Contractor will provide Workers (defined below),computing and telecommunications resources seven days per week, twenty-fourhours per day, 365 days per year to support the Company’s designated criticalsoftware and Deliverables (“Critical Software”). Such Critical Softwareshall be so designated in specific Task Orders and shall contain specificService Level Agreements, response times and acknowledgment, businesscontinuity, and disaster recovery requirements.

 

2.18             The Contractor shallcommit to re-use of code/artifacts, carrying out root cause analysis andapplying permanent proactive fixes, as appropriate, even when not explicitlyspecified in a Task Order.

 

2.19             The Contractor shallundertake responsibility for ensuring that Company specific design and codingstandards are adhered to in all its work carried out on Task Orders.

 

**3.        CONTRACTOR PERSONNEL**

 

***General***

 

3.1                   The Contractoris responsible for providing personnel to perform its obligations under thisAgreement and all Task Orders. Such personnel of Contractor, includingemployees of Contractor, Contractor’s affiliates and any employees ofSubcontractors, where subcontracting is permitted, shall individually andcollectively be called “Worker(s).” The Contractor will enter intowritten agreements with all such Workers, obligating them in a manner that willenable the Contractor to fully discharge all of its obligations under thisAgreement and all Task Orders, including, without limitation, all obligationsunder Sections 8 and 11 of this Agreement.

 

3.2                   The number ofWorkers and staffing levels of each GDC will be based on the combined projectrequirements of the Company as supplemented by annual forecasts of the Company’sneeds and will be mutually agreed from time to time. The accuracy and updatesto the forecast are the responsibility of the Contractor through itsrelationship with the various Company Affiliates. The Contractor will beentirely responsible for staff and Worker selection and hiring to meet theforecasts, including, without limitation, determining and hiring theappropriate mix of skill types and expertise levels. However, for Time andMaterials Task Orders, the Company may, at its sole discretion, review sampleresumes and capabilities and interview key Workers (identified in the relevantTask Order) assigned to Task, and advise the Contractor as appropriate. TheCompany may, at its sole discretion, audit Contractor’s staffing on Time andMaterials Task Orders and advise the Contractor as appropriate. The Contractorshall be solely responsible for all matters in connection with its Workers(including, without limitation, provision of salary, benefits, training,promotions and provision of visas, work permits, housing and related matterswhile on-site).

 

3.3                   The Contractorwill make available additional resources (with the required functional andtechnical competencies inclusive of the engagement-specific requirements) tostaff unexpected, even temporary, increases in the forecasts on Time andMaterials Task

 

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Orders. These additionalresources will be committed to the GDC once the Contractor has accepted TaskOrders.

 

3.4                    The Contractorwill be solely responsible for maintaining satisfactory standards of Workercompetency, conduct and integrity and for taking such disciplinary action withrespect to Workers as may be required under the circumstances. Where theContractor removes a Worker from offshore locations, under such circumstances,the Contractor shall provide competent replacements within five working days ofthe Contractor receiving the information about the need for disciplinaryaction, at no additional cost to the Company, or impact to any Task Orders. Incase of on-site/near-shore locations, the Contractor shall provide competentreplacements within a timeframe that is mutually agreed by the Company and theContractor.

 

3.5                    The Companymay require the Contractor to immediately remove any Worker from theperformance of a Task Order whose continued work on a Task Order is, in thesole discretion of the Company, contrary to the Company’s interest. If, duringthe first four weeks of performance pursuant to a Task Order, the Companyrequests the Contractor to remove Workers from such performance, then theContractor will promptly reimburse the Company for the charges for the periodsuch Workers worked on such Task Order. The Company reserves the right toremove Workers from any engagement, including Fixed Price Task Orders, in theevent that such Workers act contrary to Company interests.

 

3.6                    If any Workerprovided by the Contractor becomes unavailable for whatever reason duringperformance of a Task Order, including without limitation, illness, death andincapacitation, the Contractor will provide a fully trained replacement Worker.The Contractor shall provide such replacement Worker within five working days(for offshore locations) of the Contractor receiving the information about thenon-availability of the replaced Worker, at no additional cost to the Companyor impact to any Task Orders. In case of on-site/near-shore locations, theContractor shall provide competent replacements within a timeframe that ismutually agreed by the Company and the Contractor.

 

*Training*

 

3.7                    The Contractorwill ensure that prior to their deployment, Workers are provided training thatis adequate to ensure that they are proficient and able to discharge theirduties, as defined by the Task Order. The Company reserves the right torequire, at the Company’s discretion, that the Contractor provide trainingspecific to the execution of Task Orders, free of cost to the Company, ifWorkers are either inadequately trained or need specialized training for theexecution of Task Orders.

 

3.8                    It is the soleresponsibility of the Contractor to ensure that Workers are equipped with thefunctional and technical competencies required to perform all Services and meetall commitments under specific Task Orders.

 

*Modelof Operation*

 

3.9                    The Contractorshall be flexible at all times to work on the most appropriate model ofoperation, which may be Nearshore, Offshore, 121, Onshore, or a combinationthereof.

 

*Retention*

 

3.10              The Contractoragrees that the total overall retention level of Workers will be a minimum of85%, so as to ensure that the Company’s critical business applications and

 

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infrastructure maintainthe level of continuity and skill that is required for their development andmaintenance. The Retention Level Percentage (“RLP”) shall be measured ata project level on a monthly basis on the last day of every month and added tothe Year-to-date percentages on the project. The consolidated project retentiondata shall be aggregated to determine the Contractor’s Company RLP. The RLPwill be calculated as:

 

(1 - (Unplanned Attrition+ Deviations on Planned Attrition)) / Total Workers on Project) * 100

 

where

(a)                     Un-PlannedAttrition is defined as the total number of Workers who have either left orbeen removed from the GDC whose departure or removal was not due to apreviously agreed roll-out plan;

(b)                    Deviations onPlanned Attrition is defined as the total number of Workers removed from aproject whose removal is not in compliance with a previously agreed roll-outplan.

 

In addition to any of theremedies that are available under this Agreement, the Company may establishnon-monetary penalties from time to time if RLPs are found to be consistentlyin material breach of this provision.

 

3.11              Specific Task Ordersmay define retention levels that are greater than the 85% level defined above,if such increased levels reflect a need for continuity of specific businessapplications and infrastructure. The Company may define and impose penalties,in the event that the Contractor fails to achieve such retention levels.

 

*IndependentContractor*

 

3.12              The status ofContractor shall be that of independent contractor, and neither Contractor norits Workers or agents shall, at any time or for any purpose, be deemed anemployee, or agent of Company. Except as specifically provided herein, neitherparty shall act or represent or hold itself out as having authority to act asan agent or partner of the other party, or in any way bind or commit the otherparty to any obligations. The rights, duties, obligations and liabilities ofthe parties shall be several and not joint or collective, and nothing containedin this Agreement shall be construed as creating a partnership, joint venture,agency, trust or other association of any kind, each party being individuallyresponsible only for its obligations and actions as set forth in thisAgreement.

 

Nothing in this Agreementshall be interpreted or construed as creating or establishing the relationshipof employer and employee between Company and either Contractor or any Worker oragent of Contractor. Each party will be solely responsible for payment of allcompensation owed to its employees, as well as federal and state income taxwithholding, Social Security taxes, and unemployment insurance applicable tosuch personnel as employees of the applicable party. Each party shall bear soleresponsibility for any health or disability insurance, retirement benefits, orother welfare or pension benefits (if any) to which such party’s employees maybe entitled. Contractor is not eligible for nor may Contractor participate inany employment benefits or benefit plans of Company or any of CompanyAffiliates. Contractor will not assert a claim of employment against Company orCompany Affiliates nor claim any entitlement to participation in their benefitprograms. If, however, Contractor is deemed to be eligible for participation insuch benefits or plans, Contractor hereby waives and releases any such rights.

 

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The Contractor and theCompany shall cooperate fully with each other to identify and execute anymeasures required to mitigate any of the Company’s potential co-employmentrisks associated with the continued presence of a Worker at a Company site.

 

*Non-Solicitation*

 

3.13              The Companycovenants that for the term of this Agreement and for a period of six monthsafter its termination, the Company will not directly or indirectly:

 

a)                        recruit,hire, engage or attempt to recruit, hire or engage or discuss employment withany Worker within twelve months of such Worker providing Services to the Companyunder any Task Order issued pursuant to this Agreement; or

 

b)                       induce anyWorker to terminate his relationship with the Contractor or any related companyor introduce such person to any potential employer.

 

For the purpose of this Section 3.13only, the terms the “Company” and the “Contractor” respectively shall includeany parties together with all other entities controlling, controlled by orunder common control of such parties including but not limited to any agents orrepresentatives thereof collectively referred to as the “Controlled Entities”.

 

3.14              The Contractor, forthe term of this Agreement and for a period of six months after itstermination, will not recruit, hire, engage, or attempt to recruit, hire,engage or discuss employment with any person who is an employee or agent of theCompany unless by explicit approval of an authorized representative of theCompany.

 

3.15              Any associates hiredby the Contractor from other suppliers of the Company, working on InformationTechnology Services projects of the Company, will not be allocated in theCompany GDC program for twelve months after their recruitment.

 

*Workfor competitors*

 

3.16              Where the Companylists or provides details of its competitors, the Contractor undertakes that itwill not assign its Workers who have worked on a Task Order to work on asimilar project for the named competitor of the Company for a period of twelvemonths following completion of the work on such Task Order. Similarly, whereContractor utilizes approved Subcontractor Workers or contractor affiliateWorkers on a Task Order, Contractor shall cause this Section 3.16 to applyto such Workers in the same manner as such section would apply to Contractor’semployees. Nothing in this Section 3.16 precludes the Contractor’s affiliatedcompanies who are not involved in performance of Services on any particularTask Order from accepting employment from or engaging in work or business forcompetitors of the Company, provided that such affiliated companies have notreceived or had access to Confidential Information. Nothing in this Section 3.16relieves the Contractor from any obligations it may have under this Agreementor any Task Order to maintain the confidentiality of the Company’s information.

 

*Backgroundchecks for Contractor Personnel located at GDC*

 

3.17

 

(a)                    At the Company’srequest, and at the Contractor’s expense, the Contractor shall perform, priorto any Worker commencing work on behalf of the Company regardless of location,and after securing appropriate written authorization from its Workers, a

 

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background screen toassure that no Worker is included on a Government List (as defined herein)prohibiting the Contractor, as the employer, from engaging in financial orother transactions with any Worker. Government List is defined as includingthose lists that: (a) are published by the United States Government: (i) Departmentof State, Arms Export Control Debarment List; (ii) Department of State,Proliferation List; (iii) Department of Commerce, Denied Parties List; (iv) Departmentof Commerce, Entities List; (v) Department of Treasury, SpeciallyDesignated National List; and (b) are similar to those described in (a) publishedin jurisdictions where the Contractor is performing work for the Company. ForWorkers providing services in the United States, Contractor shall also assurethe Worker’s status to rightfully work in the United States through compliancewith the Immigration and Naturalization Service’s 1-9 process (“I-9 Check”).For Workers providing services in jurisdictions outside the United States, theContractor shall assure that such Workers comply with local law requirements insuch jurisdictions with respect to the right to work in such jurisdiction.

 

(b)                    In addition,and at the Contractor’s expense, for Workers who are deployed in positions thatthe Company, in its sole discretion, determines to be “security sensitive,” theContractor shall:

 

i.                             priorto placement, perform criminal conviction screening through an authorizedbackground-reporting agency. To ensure sufficient criminal screening isconducted, the Contractor must use a background-reporting agency that includesin-person searches of county courthouse records, where such records areavailable (e.g. United States, Mexico, etc). The background screen will coverat least a seven (7) year time period, and include all locations in whichthe worker resided during that period. The Contractor shall exercise its bestefforts to assure that none of its Workers pose a threat to the safe workingenvironment at the Company site, or a threat to the integrity of the businessoperations. Workers shall not be placed at the Company if they lied by failingto disclose any prior criminal conviction on their pre-placement or employmentapplication. The Contractor shall also verify (position or job title held,dates of employment and duties) the past seven (7) years of employment.The above shall be collectively referred to as “Background Screen.” For Workersproviding services in jurisdictions outside the United States, in the eventthat local law does not permit the Contractor to perform a Background Screen tothe extent required under this subsection (i), the Contractor will perform suchBackground Screen to the extent permissible under local law;

 

ii.                          utilizethe document “GE Guidelines for Service Provider Personnel Assigned to SecuritySensitive Positions,” which is attached hereto as Addendum D, in complying withthe above provision; and

 

iii.                       uponrequest by the Company, and to the extent permitted by local law, theBackground Screen shall include verification of the Worker’s highest level ofeducation and driving record search.

 

(c)                     TheContractor shall maintain as records any such background checks for theduration of the Term, or any extended term, of this Agreement and for threeyears thereafter.

 

3.18              All Workers willobtain a passport, to establish their credentials and ensure facilitation oftravel overseas as and when it is required.

 

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**4.0**                  **INFRASTRUCTURE**

 

*General*

 

4.1                    The Contractoris responsible for providing the base facility infrastructure of the GDCincluding, without limitation, secure floor space, information/communicationstechnology hardware, software and associated support services, such astelephones, amenities, communication facilities like video-conferencing andadequate telephone lines and failure backup facilities. The Contractorundertakes to maintain facilities, services and other standards that theCompany deems adequate for the conduct of work under this Agreement and asspecified by the Company from time to time.

 

4.2                    Unless a TaskOrder explicitly states otherwise, the Contractor shall be responsible forproviding any hardware, software and any other assets that may be required forthe delivery of Services outlined in Task Orders.

 

4.3                    In the eventthat the Contractor requires the use of business-specific hardware or softwareto perform Services under a Task Order, such Task Order shall explicitly statesuch requirement and the Company shall provide to the Contractor such businessspecific hardware or software at no cost to the Contractor. The Contractorshall be solely responsible for tracking and monitoring the use of such Companyassets and ensuring that they are properly managed until such time as theassets are returned to the Company.

 

4.4                    The Contractoris responsible for providing adequate discussion and conference rooms withinthe GDC Site to enable the Workers to facilitate communication/discussions thatmay be required for the performance of Services.

 

4.5                    Majorinfrastructure needs will be identified and agreed upon by the Company ninetydays in advance to ensure adequate resources will be set aside by theContractor to implement infrastructure improvements in a timely manner.Implementation of major infrastructure adjustments requires adequatenotification (a minimum of ninety days prior notice) to the Company prior tocommencement of the adjustments to ensure that there are no disruptions toservice levels. Such adjustments, including expansion of existing approved GDCfacilities, establishment of new GDC facilities or commencement of work in anon-GDC facility from which the Company’s Task Orders are to be executed, willonly be undertaken by the Contractor upon receiving explicit approval from theCompany’s authorized official.

 

*Company-providedequipment*

 

4.6                    If the Companyprovides any asset (including, without limitation, hardware and software) tothe Contractor for TEMPORARY USE on delivering Services pursuant to a TaskOrder, the Contractor shall keep such asset as a bailee and use such asset onlyto complete Task Orders placed pursuant to the terms hereof. Such property,while in the Contractor’s custody or control, shall be held at the Contractor’srisk and shall be subject to removal at the Company’s written request. Further,the Contractor recognizes and consents that it is responsible for:

 

(a)                    ensuring thatthe asset is received along with appropriate documentation of the approval fromthe Company, along with TERMS of USE and SURRENDER;

 

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(b)                   trackingand monitoring the Company-supplied assets for its intended use at intendedlocation and reporting, taking the necessary actions in case of assetdamage/loss/in-appropriate use;

 

(c)                    surrenderingthe assets to the company at the end of the approved period of use;

 

(d)                   auditingthe usage of the assets and reporting back to the Company on actions taken; and

 

(e)                    providingsemi-annual load forecasts to the Company.

 

The Contractor recognizesand consents that it is liable for any unauthorized use of Company computingresources by any Workers, whether or not with the Contractor’s knowledge andapproval, and that any such unauthorized use amounts to a material breach ofthis Agreement.

 

4.7                   WhereWorkers are operating out of Company sites and providing 24x7 support to theCompany, the Company shall issue “Company Configured Laptop Computers” (withsecure access capability) either on a “Pool” basis or to individual Workers.The Contractor shall be responsible for providing the appropriate communicationequipments inclusive of Pagers/Blackberry/Cell phones, as appropriate.

 

Any assets allocated toWorkers by the Company will be on a “TEMPORARY USE” basis and will remain underthe ownership and control of the Company. It is expected that the asset is alwaysavailable for use at the Company site during normal working hours. Workers mustat all times respect the asset as belonging to the Company and must do nothingthat is contrary to Company security/use of equipment policies. Workers shallbe responsible for ensuring that adequate documentation and approval for USE ofthe Company asset is available along with the asset at all times, especiallywhen the asset is carried out of Company Site. Once Workers complete theirengagement/rotation, the asset must be returned to the Company.

 

*Company-providedThird Party Software*

 

4.8                   TheCompany may from time to time secure large global licensing arrangements whichallow the Company to provide such Third Party Software to the Contractor. Ifthe Company provides any such Third Party Software to the Contractor forTEMPORARY USE on delivering Services pursuant to a Task Order, the Contractorshall keep such Third Party Software as a bailee and use such Third PartySoftware only to complete Task Orders placed pursuant to the terms hereof. SuchThird Party Software, while in the Contractor’s custody or control, shall beheld at the Contractor’s risk and shall be subject to removal at the Company’swritten request. Further, the Contractor recognizes and consents that the Contractoris responsible for:

 

(a)                    ensuringthat the Third Party Software is received along with appropriate documentationof the approval from the Company, along with TERMS of USE and SURRENDER;

 

(b)                   trackingand monitoring the Third Party Software to ensure such Third Party Software isbeing used solely for its intended use at the intended location and reporting,taking the necessary actions in case of Third Party Softwaredamage/loss/in-appropriate use;

 

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(c)                    reportingto the Company, upon written request by the Company, the current aggregate useof Third Party Software by the Contractor and the Task Orders for which suchThird Party Software is being used;

 

(d)                   surrenderingthe Third Party Software to the company at the end of the approved period ofuse; and

 

(e)                    auditingthe usage of the Third Party Software and reporting back to the Company onactions taken.

 

The Contractor recognizesand consents that it is liable for any unauthorized use of Third Party Softwareby any Workers, whether or not with the Contractor’s knowledge and approval,and that any such unauthorized use amounts to a material breach of thisAgreement. The Contractor further agrees that upon advance written notice bythe Company, the Contractor shall allow the Company to audit all use of ThirdParty Software by the Contractor during the regular working hours of theContractor, with each party paying its own costs and expenses associated withthe audit.

 

*Security*

 

4.9                   TheContractor is responsible for providing network and physical security for allof its facilities. The Contractor will ensure that Company specified securitypolicies and guidelines are adhered to at all times. Such policies include butare not limited to adequate site security, electronic access control, passwordprotection on infrastructure allowing access to Company information, virusprotection on networks, Company provided asset management and Worker backgroundchecks. The Contractor is responsible for designating a senior member of theContractor’s organization with responsibility and accountability for ensuringthat security practices are adhered to consistently and proactively, across allthe sites of operation. The Contractor further commits to maintaining a 100% Secureenvironment across**the GDC.

 

4.10             Itis the responsibility of the contractor to ensure that items that are notexplicitly covered under the purview of the “Company-specified SecurityGuidelines” are brought to the notice of the appropriate authorities within theCompany and explicit approval is obtained for their use. The Contractor will beresponsible for compromise of the Company’s security that results fromunauthorized uses of such items.

 

4.11             TheContractor shall incorporate application security guidelines and validate theirimplementation across all its engagements, even when not explicitly specifiedin a Task Order.

 

4.12             TheContractor is responsible to ensure that only GE GDC members, GE GDC Supportstaff and Company personnel are allowed access to the GE GDC work location.Such access including “Conducted Tours” of GE GDC facilities for potentialclients of Contractor will only be undertaken by the Contractor upon receivingexplicit approval from the Company’s authorized official. In the event suchapproval is granted, the Contractor shall bear sole responsibility for ensuringthat all security requirements are maintained.

 

4.13             Inthe course of performing Task Orders issued pursuant to this Agreement, theContractor may have access to the Company’s computer resources. In such event,the Contractor shall use such resources exclusively for performing Services onspecific Task Orders or other efforts authorized by the Company such asdisaster recovery testing and infrastructure maintenance. Unauthorized accessto or use of Company’s computer

 

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resources is prohibited.Unauthorized use of the Company’s computing resources includes, withoutlimitation, the following:

 

(a)                    failingto reasonably safeguard computer resources from damage, misuse or theft;

 

(b)                   circumventingor attempting to compromise, for any reason, computer security regulations suchas security software, virus protection, remote dial-in controls andadministrative or operational procedures;

 

(c)                    tamperingwith a computer system in a manner that may cause harm to computer informationor lead to the unavailability of the computer resources; and

 

(d)                   performingwork of a personal or business nature not directly related to the work being performedunder the relevant Task Order.

 

*Communications*

 

4.13             TheContractor is required to be linked to the Company’s locations via high speed(1Mbps or above) data link(s) connecting to GE’s recommended PoP orService provider. The cost of these and additional link(s) is to be borneby the Contractor. The Contractor will provide no less than quarterly reportsto the Company detailing data, voice and video usage, originating to and fromthe GDC.

 

4.14             TheContractor shall, at the Contractor’s expense, ensure complete redundancy onthe last mile (no single point of failure) circuits between the GDC and theCompany’s network.

 

4.15             TheContractor shall ensure that communication links are not to be constrained byusage or capacity constraints. Use of devices (other than monitoring oroptimization devices) or other means by which capacity is constrained aredisallowed. Specifically, links shall be reliable and accessible on a 24-hourbasis, 7 days a week, 365 days a year. The Contractor is responsible for ensuringthat installation of links is executed in a timely fashion with adequateplanning and resource allocation.

 

4.16             TheContractor shall ensure that usage of SNA-only links must not exceed an averageof 70%. Usage of lines into the Company’s multi-protocol network must notexceed 70% over a 15 minute time period over a 10-hour day. The Company willprovide assistance in measuring such usage.

 

4.17             TheContractor shall ensure that where multiple lines are used and multiplexed intoa single line, the multiplexing equipment must match Company’s standard.

 

4.18             TheContractor must make available to each GDC site at least one Dialcomm Channelper 4 projects, as well as ensure that there is at least one Dialcomm Channelper fifteen Workers.

 

4.19             Forall sites with more than 100 Workers, Contractor must provide videoconferencing facilities.

 

4.20             TheContractor must provide quarterly forecasted usage and performance reports foreach future two quarters. Any occasion of a repeatable performance problem mustbe resolved within the next quarter. On request, the Contractor must providevideo access to a point accessible for selected Company businesses worldwide.

 

4.21             TheCompany may provide the Contractor with the ability to buy network lines andequipment at prices secured for Company. Where available, the Contractor mayelect to

 

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utilize, such pricing.All equipment connected to the Company’s network must adhere to the Company’spublished standards and technology stacks. The Company will provide standardsand update them regularly. It is the responsibility of Company to providestandards, plus allow reasonable time for the Contractor to move to newstandards.

 

4.22             TheCompany may, at anytime and at Company’s expense, install its own communicationlink(s) to the Contractor. If the Company installs its own links, theContractor will utilize the links and provide, free of charge, any assistancerequired in connection with the installation and use of such links.

 

4.22             TheContractor will meet service levels on network performance, as agreed with theCompany in operational procedures set from time to time. Operational proceduresand service level requirements may vary from site to site as required by theCompany.

 

*CommunicationsSecurity*

 

4.23             Workersassigned to work for or perform duties for the Company shall sign a NetworkAccess Security Agreement prior to receiving an account and password thatprovides access to Company materials. The format to be used for such Agreementis specified in the GDC Security Guidelines. Each Worker performing workon-site must present a copy of an executed Network Access Security Agreement toCompany’s on-site contact prior to beginning work.

 

In addition, theContractor will undertake to:

 

(a)                    prohibitand prevent unauthorized dial-in access to the Contractor LAN;

 

(b)                   ensureall connections to the Company network are done on isolated lines on whichInternet access is not allowed

 

(c)                    controland audit physical access to any GDC building as well as to the wiring closetsof any GDC building;

 

(d)                   ensuredata encryption is performed in conformance with applicable laws and GE’s DataClassification Guidelines (part of GE’ Security Guidelines);

 

(e)                    orientevery Worker on the Company security requirements before they are assigned towork on a Company Task Order (or) provided access to company’s resources;

 

(f)                      ensurethat any exceptions around usage of USB drives (USB drives are not approved fordata storage/transfer within GDC/Company sites) are approved by the appropriateauthorized official (the Security Leader associated with the Entity) along witha clear business case explaining the need;

 

(g)                   ensurethe security of Company Data that exists in any form, whether electronic(access controls, safeboot encryption for mobile devices) or printed (lock &key). The Company may set guidelines from time to time for ensuring thatCompany data is secure;

 

(h)                   Implementapplication security as per GE guidelines and monitor/test adherence to thesame as a part of its delivery on every Task Order;

 

(i)                       Implementdata classification as per GE guidelines and monitor/test adherence to the sameas a part of the internal audits;

 

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(j)                       Ensurethat backup and archival of Company data (inclusive of deliverables) is as perbusiness-specific requirements; control and audit compliance to backup andarchival as per requirements and classification guidelines;

 

(k)                    Implementadequate controls to ensure that no resources (inclusive of data storagedevices, backup devices, network devices, servers, printers and the like)allocated on the Company engagement are shared on assignments/engagements thatare not specific to the Company;

 

(l)                       Ensurethat Network scans are carried out every week; reduce the patching cycle timeto 7 calendar days;

 

(m)                 ensurethat any and all equipment installed by the Contractor with the agreement ofthe Company adheres to the Company’s standards; ensure monthly review andcompliance to Company-wide end point and network security program (emergencypatches, monthly security metrics, security initiatives such as diskencryption, personal firewall and antivirus);

 

(n)                   Adhereto the GDC Security Guidelines maintained by the Company, a copy of which willbe made available to the Contractor and updated by the Company from time totime; and

 

(o)                   Implement,monitor and enforce prudent security measures and allow the Company to auditsuch security measures.

 

Upon advance writtennotice by the Company, the Contractor shall allow the Company to audit allsecurity methods and measures undertaken by the Contractor during the regularworking hours of the Contractor, with each party paying its own costs andexpenses associated with the audit. All such methods and measures are subjectto the approval of the Company. The Contractor shall be responsible forensuring consistency of its security operations, proactive monitoring andmitigation of all vulnerabilities across all its GDC Sites.

 

*BCP/DRP*

 

4.24             The Contractor shall havean actionable Business Continuity Plan (“BCP”) and Disaster RecoveryPlan (“DRP”) in place for each GDC location, and the Contractor shallensure that such plans are in compliance with the BCP and DRP Requirementsstated in the GE GDC Guidelines. The Contractor shall designate a CrisisManagement Leader (as defined in Company’s standards on BCP and DRP) and alsoensure that BCPs and DRPs are updated at least monthly. The Contractor shallalso ensure that the BCPs and DRPs are tested for completeness, applicabilityand robustness once every quarter (at a minimum) or as specified in the TaskOrder. If (i) Contractor is in full compliance with this Section 4.24;(ii) an act or event beyond the reasonable control of and not the fault ofContractor nevertheless prevents Contractor from performing its obligationsunder this Agreement,; and (iii) Contractor within ten (10) businessdays after becoming aware of the occurrence of such event, gives Companywritten notice describing the particulars of the occurrence, including anestimation of its expected duration and probable impact on the performance ofContractor’s obligations, and thereafter continues to furnish timely regularreports with respect thereto during the continuation of the event and theeffects thereof; then Contractor’s performance of obligations affected by theevent are suspended, provided

 

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that such suspension ofperformance shall be of no greater scope and of no longer duration than isreasonably required by the event.

 

4.25              TheContractor shall ensure that periodic backup of all data related to conduct ofwork under this Agreement are maintained to enable business continuity anddisaster recovery. Data retention beyond the duration of the engagement must bein compliance with Company procedure (12 months) unless otherwise statedexplicitly in a Task Order. Such backup data shall be taken and stored securelywith the required data classification and access control norms established incollaboration with the appropriate authorized personnel from the Entityresponsible for the Task Order. In case of Termination of Engagements, thebackup data thus stored securely must be delivered to the Company.

 

4.26              Inaddition to the site specific BCP and DRP, the Contractor shall also undertakeresponsibility for defining (in collaboration with Company) and maintainingapplication / project / resource level continuity and recovery plans based ontask-order specific requirements. The Contractor shall be responsible to ensurethat the scope and level of continuity and recovery applicable to each TaskOrder is well defined. As in the case of the Site BCP/DRP, the Contractor shallbe responsible for maintaining the current applicability of the plan andtesting the completeness, robustness and applicability/viability of the plansfor 100% of the critical work executed from the GDC location. Specific TaskOrders may also require the Contractors to focus on resource level backup plansto mitigate resource contingency scenarios.

 

The Contractor willensure that the BCP/DRP and test results (location-specific andapplication-specific) are available for verification and audit by the Company.The Contractor further undertakes responsibility for orienting all its Workers(100% Coverage) on the BC/DR procedures to be followed in the case of a crisis.

 

**5**                            OTHER CONTRACTORRESPONSIBILITIES

** **

*Use ofSubcontractors*

 

5.1                    Inall cases, the Contractor will explicitly declare and seek approval from theCompany for use of subcontractors, including Subcontractors that are controlledsubsidiaries of the Contractor.

 

5.2                    TheContractor will ensure that any Workers who are employees or agents ofSubcontractors and Contractor Affiliates are bound by all terms and conditionsof this Agreement, including, without limitation, those contained in Sections3.16, 8 and 11. The Contractor holds the Company free of liability arising outof the Contractor’s relationship with Subcontractors or Subcontractor Workers.

 

5.3                    TheContractor shall ensure that no work on the Task Order will be executed in anySub-Contractor’s or Contractor Affiliates facility unless such work isexplicitly approved in the Task Order.

 

5.4                    TheContractor shall ensure that no Company asset shall be moved to anySub-Contractor and Contractor Affiliate facility unless such move or transferis explicitly approved in the Task Order.

 

 

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*Contractor’squality certification*

 

5.5                    TheContractor shall produce all Deliverables in strict accordance with thisAgreement and any Task Order. All Deliverables shall be produced promptly, witha high degree of care, skill, diligence, professional knowledge, judgment, andexpertise according to sound work practices and professional and internationalindustry standards, in a well-managed, organized, responsive, workmanlike andefficient manner and to the satisfaction of the Company. All Deliverablesprovided by the Contractor shall be subject to the acceptance test / approvalof the Company.

 

5.6                    TheContractor is responsible for ensuring that its Workers are fully trained inIndustry Quality Practices and are aware of the Contractor’s implementation ofthe same. The Company shall assess the Contractor’s Quality Level based on thequality of the Workers, Deliverables and the maturity of the process used bythe Contractor to provide Services and Deliverables to the Company.

 

5.7                    TheContractor undertakes to integrate its Lean Six Sigma practices into its coredelivery and support processes so as to provide the Company with measurableproductivity in performance of work in connection with this Agreement. TheCompany may choose to specify requirements around Green-Belt/Black-Beltcertification as a part of a Task Order.

 

5.8                    TheContractor shall be responsible for imposing applicable quality assurancerequirements on Subcontractors.

 

*Performancemeasures*

 

5.9                    TheContractor acknowledges and agrees that its compliance with the terms andconditions of this Agreement is critical to the Company and the Contractorundertakes, as the Company may request from time to time, to provide in atimely and consistent manner to the Company the following:

 

(a)                    Accurate dataand metrics regarding the Contractor’s performance around its Workers (on Timeand Materials Task Orders and other engagements where explicitly required bythe business) - including (but not limited to) Billable Headcount, non-billable Headcount, Relevant work experience Data, Rotation Plans, TrainingPlans, Unplanned Attrition;

 

(b)                   Accurate dataand metrics regarding Contractor’s performance on Project Engagements -including (but not limited to) Effort Estimates, Actual efforts being expended,project risk mitigations, productivity planned vs actual, quality, deliverytimelines (planned vs actual), defects prevented, requirements met;

 

(c)                    Accurate dataand metrics related to Contractor’s performance on Operational aspects of theengagement - including but not limited to Company Customer Satisfaction scores*.*Security Metrics, Network Performance &Availability, BCP/DRP Performance, Background Checks, Co-employment Risks,Company-provided Asset Management, Audit Performance and any other compliancerequirements that may be included by the Company;

 

(d)                   Data related tofinancial performance of Contractor;

 

(e)                    Data/measuresfrom internal (to Contractor) Audit Reports, external Customer satisfactionsurveys carried out by the Contractor and any other such measures that may beidentified by the Company from time to time; and

 

 

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(f)                      any otherdata or metrics that may be required by the Company.

 

The Company may specifycommon set of metrics and a minimum target level for each of the metrics.Businesses may choose to monitor additional metrics and/or ay change theminimum targets around the metrics specified by the Company. The Contractorwould be monitored for compliance on timelines, completeness and accuracy ofthe reporting, which could be carried out either manually or throughdigitization or, a combination of these efforts.

 

*Digitization*

 

5.10              TheContractor undertakes to provide such data and metrics through the use ofautomated tools and technology that the Company may require to be used,presenting such data in a style, format, manner or frequency as desired by theCompany. Wherever the Company mandates the use of digitized tools for managingthe GDC Program, the Contractor shall consider the same and after mutualagreement commits to purchase and use such tools at the Contractor’s expense.In order to encourage use of tools, wherever possible in its discretion, theCompany will support and facilitate the purchase and development of such tools.

 

*Leverage*

 

5.11              TheContractor will support in good faith the Company’s initiative to increase theratio of work executed out of GDC location at Low Cost Countries. Unlessotherwise agreed in a Task Order, at least 85% of all effort provided on a TaskOrder shall be executed from the GDC Location at Low Cost Country.

 

*Laborpermits and licenses*

 

5.12              TheContractor acknowledges and agrees that it is solely responsible for procuringand keeping effective all necessary permits and licenses required in connectionwith the Contractor’s performance of this Agreement and any Task Orders,including, without limitation, processing and procuring all necessary visas andpassport documents for its Workers in advance of their assignment in connectionwith a Task Order. The Contractor will obtain all such permits, licenses andvisas in a timely manner so as to avoid any undue delay.

 

*Compliancewith Laws*

 

5.13              TheContractor undertakes to obey and abide by all applicable laws, regulations,ordinances and other rules of the United States of America and any othercountry and jurisdiction where work may be performed in connection with thisAgreement or any Task Order (including respective states, territories orsubdivisions thereof or any other duly constituted public authority in any suchjurisdiction). Without limiting the generality of the foregoing, the Contractorwarrants that Contractor and any subcontractor that it uses will:

 

i.                             useno labor that violates any applicable minimum working age, conditions, wage orovertime law in the performance of this Agreement or any Task Order;

 

ii.                          use noprison, forced or indentured labor or labor subject to any force or coercion;

 

 

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iii.                       comply withthe tax and immigration laws of all jurisdictions in which its employeesperform work under this Agreement or any Task Order issued pursuant to theterms of this Agreement;

 

iv.                      comply withall personal data protection laws of all countries where Task Orders relatingto this Agreement are performed;

 

v.                         complywith all laws, rules or regulations, or any Company policies of whichContractor has notice, prohibiting or restricting the offering or acceptance ofunlawful inducements in connection with this Agreement and/or any Task Order;and, without limiting the foregoing, will not offer gifts, bribes, kickbacks,free travel or other cash or non-cash incentives to Company employees;

 

vi.                      comply withall applicable environmental protection, health and safety laws and regulationsand any additional requirements of the Company; and

 

vii.                   comply with allapplicable employment laws of all countries where Task Orders relating to thisAgreement are performed.

 

5.14              Contractorwill ensure that Onshore Workers are provided with adequate living resourcesthat are based upon reasonable local community standards. Contractor’scontractual agreements with Onshore Workers restricting activities of suchWorkers must be reasonably related to legitimate purposes, such as theassurance of compliance with visa requirements, and shall not be excessive innature.

 

If the Companydetermines, in its sole discretion, that the Contractor has not complied withthis Section 5.14 in any material respect, then the Company mayimmediately terminate this Agreement in which event the Company shall have noliability whatsoever to pay compensation to the Contractor excluding for workalready satisfactorily performed. The Contractor undertakes to provide alldata, documents and reports as required by the Company from time to time, asevidence of compliance with this Section. The Contractor agrees to employrobust processes to ensure compliance with the provisions of this Section.

 

5.15              AtCustomer’s request, Contractor will provide satisfactory SAS 70 (type I and II)reports and evidence of compliance with ISO 17799.

 

5.16              TheContractor represents and warrants that it is familiar with:

 

(a)                    the laws ofthe United States of America;

 

(b)                   the laws of allother countries and jurisdictions where Task Orders are performed; and

 

(c)                    all otherapplicable laws

 

relating to internationaltransactions, including but not limited to such countries and jurisdictions’export control laws and regulations, and that no such transaction involving thetechnology or software the Contractor receives from the Company will beundertaken without the required authority of the US Government and governmentsof the countries and jurisdictions where (i) Task Orders are performed,and (ii) data, Services or items incorporated or utilized in Task Ordersoriginated.

 

 

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*CompanyPolicies*

 

5.17              TheContractor shall conform, when applicable, to the Company’s standards andpolicies in handling Employment Data, as defined and reflected in the Company’sEmployment Data Protection Standards in the performance of work under thisAgreement and any Task Order issued pursuant to this Agreement. The Companywill provide the Contractor with copies of such policies, and reserves theright to amend and modify the standards at its sole discretion.

 

5.18              Contractoracknowledges that it has received a copy of and shall use its best efforts tocomply with the Company’s policies contained in the document “The Spirit andthe Letter: Sharing a Commitment to Integrity.”

 

5.19              TheContractor undertakes responsibility for reporting/escalation of “COMPLIANCECONCERNS” to the appropriate Company Ombudsperson.

 

*MaterialNon-Public Information*

 

5.20              Inconnection with its work for the Company, the Contractor, Subcontractors and/orWorkers may be exposed to material non-public information (“MNPI”).Contractor acknowledges and understands that improper use of MNPI may be aviolation of law, including the laws concerning insider trading, and maysubject it and its employees to prosecution, civil liability, fines andcriminal penalties. If the performance of any Task Order requires or permitsContractor or Workers to have access to MNPI, Contractor agrees to abide by therequirements of the Company Affiliate issuing such Task Order for theprevention of illegal or inappropriate disclosure of, or trading on, such MNPI.Preventive measures may include training for Contractor and Workers,restrictions on trading in certain securities by Contractor and Workers, orboth. Any such requirements shall be set out in the relevant Task Order.

 

*Disclosure*

 

5.21              Aslong as disclosure will not cause Contractor to violate any Securities andExchange Commission rules or regulations, or similar applicable laws, theContractor shall notify Company of any-anticipated or actual change in itsownership or financial status during the Agreement Duration. Such changesinclude but are not limited to public listing, changes in the constitution ofthe Controlling Board, mergers and acquisitions, upgrading or downgrading offinancial ratings such as S&P and CRISIL The Contractor shall not enterinto merger and acquisition negotiations with any known competitors of theCompany or its affiliates, without the prior notification to an authorizedrepresentative of the Company.

 

*CompanyKnowledge*

 

5.22              TheContractor shall be responsible to ensure that Company specificproject/application data/documentation/details are stored in the CompanyKnowledge Management repository, or where such a repository is unavailable, inthe GE GDC Knowledge Management Portal; the same shall not be transferred tothe Contractor’s Knowledge Repository without prior approval from theappropriate Company official.

 

5.23              Ifthe Company terminates a Task Order pursuant to Section 12.4 of thisAgreement, the Contractor will complete the necessary knowledge transfers tothe Company or to a party designated by the Company. Such a knowledge transfershall be executed as per the terms of this Agreement at costs negotiated withthe Company and shall be deemed ‘complete’ once the transition has beensigned-off by the appropriate Company authority.

 

 

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Nothing contained in thissection shall reduce the Contractor’s obligations under this Agreement.

 

**6         AUDITRIGHTS**

** **

6.1                    To assessContractor’s work quality, conformance with applicable specifications, andcompliance with the terms and conditions of this Agreement or any Task Orderfor the period of Agreement Duration, and for two years following itstermination, Contractor shall, upon reasonable notice, provide Company and itsdesignated representatives, and shall obtain a similar right from permittedSubcontractors, with reasonable access to (a) all locations where work isperformed in connection with the goods or Services that are subject to thisAgreement or any Task Order, and (b) Contractor’s books and recordsrelating to this Agreement or any Task Order, wherever such records may belocated.

 

Audits shall be performedduring the regular working hours of the Contractor after providing theContractor with advance written notice, with each party paying its own costsand expenses associated with the audit by the Company, is required. All auditfindings shall be treated as Confidential Information of the Contractor, andshall not be disclosed except where required for compliance with a legalobligation or where, at Company’s sole discretion, it is necessary or advisableto disclose to an appropriate governmental authority with jurisdiction over anactual or potential violation of law.

 

**7         OTHERCOMPANY RESPONSIBILITIES**

** **

The Company will:

 

7.1                    Provideconsistency between overall strategy and the plans and operational requirementsassociated with the projects entered into with the Contractor.

 

7.2                    Work with theContractor to ensure that operational requirements are consistent with theContractor’s capabilities and resources.

 

7.3                    Cooperate withthe Contractor to perform Services and create an environment where success canbe achieved. Support training the Contractor team in the Company technicalareas, standards and processes.

 

7.4                    Ensureappropriate facilities and infrastructure at the Company sites to support the Contractor’sCompany on-site personnel, consistent with and subject to Sections 3.17,4.0,5.21,8,11 and all other provisions of this Agreement.

 

7.5                    Whereappropriate, provide the Contractor with access to the Company’s hostenvironments to support projects, including providing access to Company’senvironment/equipment required for training, consistent with and subject toSections 3.17,4.0,5.21,8,11 and all other provisions of this Agreement.

 

7.6                    Whereappropriate, consider opportunities to sub-license, or loan, for the term ofthis Agreement at no cost to the Contractor any hardware, software, case toolsetc. that the Company uses to enhance productivity (to the extent permitted bythe relevant product licenses) so as to assist usage of common “best practices”in the development of personnel of the Company and the Contractor, consistentwith and subject to Sections 3.16,4.0.5.21,8,11 and all other provisions ofthis Agreement.

 

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7.7                    Whereappropriate, make available staff resources, with specific identified expertiseas needed, and on a timely basis, to support the Contractor.

 

7.8                    Specifyperformance responsibilities of the Company, which are not part of theContractor’s Services.

 

7.9                    Delivernecessary data, forms and documents to support work under this Agreement,consistent with and subject to Sections 3.16,4.0,5.21,8,11 and all otherprovisions of this Agreement.

 

7.10              Define acceptancecriteria, test and certify work under Task Orders for acceptance.

 

7.11              Facilitate,cooperate and support the Contractor as may be reasonable, includingconducting, reviews audits and meetings.

 

7.12              Procure suchsoftware and licenses and keep current the same, which are agreed under a TaskOrder to be provided by the Company.

 

**8         INTELLECTUALPROPERTY**

** **

8.1                    For thepurposes of this Agreement, “Intellectual Property” shall be defined asany and all Deliverables, work product or results of Services and inventions,innovations, discoveries, designs, plans, models, prototypes, computer programs(including source and object code and documentation), know-how, techniques andspecifications (whether patentable or not or copyrightable or not and whethermade solely by Contractor or jointly with others) that are conceived, created,developed or discovered directly or indirectly as part of or in connection withany work performed pursuant to this Agreement or any Task Order, whether or notthe Intellectual Property is complete or incomplete, and any and allintellectual property rights associated with any of the foregoing. Inconsideration of the confidential relations contemplated between the Contractorand the Company and the mutual agreements exchanged and monies paid or to bepaid as set forth in this Agreement the Contractor hereby agrees and representsthat:

 

(a)                    Except for theContractor’s Materials (as defined below), it is the intention of the partiesthat the Company be the exclusive owner of all Deliverables and otherIntellectual Property, and, in that regard, the Contractor agrees to take, andto cause all Workers and Subcontractors to take, any and alls steps and executeand deliver any and all assignments and other documents as are necessary orappropriate to secure in the Company the exclusive ownership of all Deliverablesand other Intellectual Property.

 

(b)                   The Contractorwill cause Subcontractors and Workers to sign a Secrecy and InventionsAgreement using the form specified by the Company in the GDC SecurityGuidelines, attached as Addendum C to this Agreement, which form may be updatedby the Company from time to time. Upon the earlier of Company’s request, withreasonable notice, or at the time the first Deliverable is due under a TaskOrder, Contractor will present to Company signed Secrecy and InventionsAgreements from all Subcontractors and Workers providing or to be providingServices under the Task Order.

 

(c)                    The Contractorshall promptly notify the Company in writing upon the identification by theContractor of any Intellectual Property (unless the notification regarding such

 

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Intellectual Property hasalready been provided in fulfillment of an obligation under a Task Order);provided, however, that such Intellectual Property, whether identified or not,is intended by the parties to be the sole and exclusive property of theCompany, and upon identification, whether during or subsequent to the term ofthis Agreement, the Contractor agrees to take, and to cause all WorkersSubcontractors to take, any and all steps and to execute and deliver any andall assignments and other documents as are necessary or appropriate to securein the Company the exclusive ownership of all such Intellectual Property. TheContractor shall, and shall cause Subcontractors and Workers to, make, obtain,and preserve adequate and current written records of, and otherwise documentall Intellectual Property in the form of notes, sketches, drawings, flowcharts, or reports relating thereto, which records shall be deemed to be ownedby the Company at all times and made available to the Company upon the soonerof the request of the Company or the termination or expiration of the TaskOrder to which the materials relate.

 

(d)                   To the extentany Deliverable or other Intellectual Property is copyrightable material, theparties agree that such Deliverable or other Intellectual Property shall bedeemed to be and shall be treated as if it were works made for hire under theU.S. Copyright Act and shall belong exclusively to the Company. If by operationof law any such copyrightable material is deemed not to be a work made for hireunder the U.S. Copyright Act, then Contractor hereby agrees to assign, and tocause its Subcontractors and Workers to assign, to Company the ownership of andcopyright in such materials. The Company may obtain and hold in its own namecopyrights, registrations, and other protection that may be available for suchIntellectual Property.

 

(e)                    The Contractoragrees to waive and to cause Workers and Subcontractors to waive, any “artist’srights”, “moral rights”, or other similar rights, however denominated, that theContractor, a Subcontractor or a Worker might otherwise have in anycopyrightable materials developed during the term of this Agreement. To theextent the Contractor, a Subcontractor or a Worker cannot effectively waivesuch rights, the Contractor agrees not to enforce and to cause its Worker andSubcontractor not to enforce such rights against the Company or any purchaseror licensee of such materials from the Company.

 

(f)                      TheContractor agrees to assign, and shall cause Workers and Subcontractors toassign to the Company, pursuant to the form of Assignment attached as AddendumC-l to this Agreement (the “Post Development Assignment”), all rights,if any, that any of them may have in any Deliverable or other item ofIntellectual Property. The Contractor shall deliver executed copies of the PostDevelopment Assignment as required by this Section 8.1(f) upon theearlier of the Company’s request or at the completion of the Task Order towhich the Deliverable or other Intellectual Property relates.

 

(g)                   The Contractorshall unconditionally co-operate with and assist the Company and its nomineesin every proper way during and subsequent to the term of this Agreement, at theCompany’s expense, to perfect the Company’s (or its nominee’s) rights and titleto all Deliverables and to all other Intellectual Property (by executing orcausing to be executed such instruments of assignment, affidavits, declarationsor other documentation as the Company may reasonably require), and to obtainand / or secure and to maintain for the Company’s (or its nominee’s) benefitpatents, copyrights, and / or trade secret protection for such Deliverables orother Intellectual Property, in any and all countries of the world. If theContractor fails to take any action required of it under this Agreement, theCompany may execute any such

 

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instruments of assignmentor other documentation as the Contractor’s attorney-in-fact, which appointmentis hereby agreed to be irrevocable and coupled with an interest.

 

(h)                   None of theContractor, Subcontractor, nor any Worker shall use any legends or author nameson or in connection with any intellectual Property unless the Contractorobtains the prior written consent of the Company.

 

(i)                       TheContractor shall not (and shall cause any Subcontractor or Worker to not) takeany action or assert any claim during or subsequent to the term of thisAgreement, based on intellectual property rights now held or hereafter acquiredby the Contractor, Subcontractor or Worker, which action or claim would impairor restrict the freedom of the Company, its subsidiaries or affiliates, ortheir respective vendors, customers, assignees or licensee to make any use of,or to sell, license or otherwise exploit in any manner, any Deliverable orother item of Intellectual Property or to develop derivatives or improvementswith respect to such Deliverable or other item of Intellectual Property.

 

8.2                    The Contractormay not transfer from one Company Affiliate to another or expand the use of anysoftware application of a Company Affiliate to another Company Affiliatewithout the written approval of the Company Affiliate that provided thesoftware application to the Contractor.

 

8.3                    The partiesacknowledge that in providing Services or in producing any Deliverable underany Task Order, the Contractor may utilize pre-existing proprietarymethodologies, tools, software and know-how developed by or owned by theContractor (“Contractor Materials”). During the course of the project,Contractor may modify or improve the Contractor Materials, all of whichmodifications or improvements will be owned by Contractor. Notwithstandinganything to the contrary contained in this Agreement, the assignments andrequirements for assignments in connection with Intellectual Property or anyother Deliverables, including as set forth in Section 8.1 above shall notapply to any Contractor Material or improvements, enhancements and derivativeworks of Contractor Material. Nothing contained in this Agreement shall beconstrued to prevent Contractor from using any such Contractor Material for thebenefit of Contractor, its affiliates or any other parties. To the extent anyContractor Materials are incorporated into or furnished with a Deliverable (orwill be incorporated into or furnished with a Deliverable), the Contractorshall notify the Company sufficiently in advance of incorporating or furnishingsuch Contractor Materials in relation to a Deliverable to allow the Company theopportunity to object to such use of the Contractor Materials. In each casewhen Contractor’s Materials are incorporated or furnished as necessary for usein connection with a Deliverable, the Contractor hereby grants, and shall grantto Company a perpetual, worldwide, royalty-free, irrevocable and non-exclusivelicense to (i) use, execute, reproduce, display, perform, distribute,modify and prepare derivative works of, transfer, license to third parties andotherwise fully exploit the Contractor Materials as a part of the Deliverableinto which such Contractor Materials were incorporated or with respect to whichsuch Contractor Materials were furnished, and (ii) authorize or sublicensethird parties to do any of the above. The foregoing shall not in any waydiminish the Contractor’s rights to use or commercialize the ContractorMaterials in connection with any future projects or services. Unless otherwiseagreed, nothing in this Section 8.3 shall obligate Contractor to provideto Company any support or maintenance with respect to any Contractor Materialsbeyond the limits of the applicable warranty period for the related Deliverableunless otherwise specifically agreed.

 

Contractor and Companyshall each be entitled to use the general knowledge and experience gained andretained in the unaided human memory of its personnel in the

 

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performance of thisAgreement and any Task Orders hereunder provided that this clause shall notrelieve either party of its confidentiality obligations with respect to theproprietary and confidential information or material of the other party.

 

8.4                    The Contractoragrees to obtain (a) an agreement in writing from each of itsSubcontractors containing all commitments required by this Section 8, and (b) signedSecrecy and Inventions Agreements and Post Development Assignments from allWorkers, for the benefit of the Company, its subsidiaries and affiliates andtheir respective licensees and assignees.

 

*Use ofThird Party Copyrighted Material and Intellectual Property*

 

8.5                    (a)  The Contractor warrants and represents that noDeliverable or other item of Intellectual Property shall contain or use anyarticle, equipment, material, invention, mark, name, diagram, drawing, design,apparatus, process, or work of authorship (including computer programs anddocumentation), or any other component that is subject to a patent, copyright,trademark, proprietary interest, or other intellectual property of a ThirdParty (“Third Party IP”) unless Contractor:

 

i.                             Notifiesthe Company sufficiently in advance of any use of such Third Party IP inconnection with a Deliverable so that the Company may object to such use if itso desires;

 

ii.                          hasacquired a perpetual, worldwide and irrevocable license to use, execute,reproduce, display, perform, distribute, modify and prepare derivative worksof, transfer, license to third parties and otherwise fully exploit the ThirdParty IP as a part of the Deliverable, and further has the right to license orassign such rights to the Company with no restrictions on sublicensing orassignment by the Company;

 

iii.                       agrees tolicense or assign its license to such rights to the Company, and executes anddelivers such license or assignment to the Company; and

 

iv.                      representsthat the Company’s use or exploitation of the Deliverable is in no way limitedby the incorporation or use of such Third Party IP in connection with suchDeliverable.

 

(b)        The defined term “ThirdParty IP” shall not include any software or source or object code that is “opensource” including but not limited to software or source or object code that issubject to the GNU General Public License, the BSD license or other similar “public”,“open” or “free” software license (“Open Source IP”). No Open Source IPshall be used as a component of or in relation to any Deliverable without theprior written instruction of the Company specifically directing that such OpenSource IP be used.

 

(c)         The Contractor representsand warrants that no Deliverable or component thereof nor the use of anyDeliverable by the Company as contemplated in this Agreement or any applicableTask Order will infringe upon any patent, copyright, trade secret or otherintellectual property right of any third party.

 

(d)        For the purposes of this Section 8.5,the term Third Party IP shall include Deliverables or other items ofIntellectual Property developed for and owned by the Company that

 

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the Contractor seeks toincorporate into the Services or Deliverables of a Company Affiliate. Wheresuch Company-owned Third Party IP is to be used in the Services orDeliverables, the Contractor shall adhere to the terms of this Section 8.5.

 

**9         WARRANTIES**

** **

9.1                    The Contractorrepresents, warrants and covenants that:

 

(a)                    Any and allDeliverables shall at the time of delivery and acceptance conform to theapplicable specifications; shall be free from any error, malfunction, ordefect; shall be fit for any particular purpose for which the Deliverable isdeveloped and of which the Company advises the Contractor; and, if intended toserve as one or more components of an associated system, program, device,network or data, such Deliverable shall comply with the warranties and otherrequirements of this Agreement (including, without limitation, this Section 9.1(a))when integrated or used with such associated system, program, device, networkor data, which it shall not adversely impact.

 

(b)                   Other than anydisabling code or lock required as**partof the specifications, no security device, program routine, device, code orinstructions (including any code or instructions provided by third parties) orother undisclosed feature, including, without limitation, a time bomb, virus,software lock, drop-dead device, digital rights management tool (includingwithout limitation so-called DRM root kits), malicious logic, worm, Trojanhorse, trap door, or other routine, device, code or instructions with similareffect or intent, that is capable of accessing, modifying, deleting, damaging,disabling, deactivating, interfering with, shutting down, or otherwise harmingany software, computer, network, Deliverable, data or other electronicallystored information, or computer programs or systems (collectively, “HarmfulProcedures”) is or shall be incorporated into any Deliverable or otherwiseintroduced by or through the Contractor into any Company software, computer,network, data or other electronically stored information or computer program orsystem (any of them, a “Harmful Event”). Such representation andwarranty does not apply if such Harmful Procedures or Harmful Events areauthorized by the Company in writing by its CIO to be included in theDeliverable.

 

Without limiting any otherof the Company’s remedies, the Contractor agrees to notify the Companyimmediately upon discovery of any Harmful Procedure or Harmful Event that hasoccurred or is reasonably suspected, and, after consultation with the Company,the Contractor agrees to take action immediately, at its own expense, toidentify and eradicate (or to equip the Company to identify and eradicate) suchHarmful Procedures and carry out any recovery necessary to remedy any impact ofany Harmful Procedures. The Contractor hereby expressly waives and disclaimsany right or remedy it may have at law or in equity to, and agrees that in anyevent it shall not, de-install, disable or repossess any Deliverable by meansof any Harmful Procedure for any reason including, without limitation, in theevent the Company fails to perform any of its obligations under this or anyother Agreement.

 

(c)                    No Contractorproprietary materials will be included with any of the Deliverables, except tothe extent provided in Section 8 of this Agreement.

 

(d)                   The Companyshall have good title to all Deliverables and other Intellectual Property freeof the claim of any third person, including, without limitation, by way of

 

 

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infringement ormisappropriation. No person holds a claim to or interest in any Deliverablesthat could interfere with the Company’s use or enjoyment of its title to andinterest in any Deliverables.

 

The Contractor’sperformance under any and all Task Orders shall be deemed to constitute aconfirmation that each of the above representations, warranties and covenantsis true and correct in all material respects.

 

9.2                    The Contractorwill provide warranty support at no cost to the Company for a period of ninetydays from acceptance of the Deliverable. However, if a specific warranty periodis mentioned in any Task Order, that period will be the applicable warrantyperiod.

 

9.3                    Warranty workwill be performed, on mutual agreement, either on site or off site, dependingon the nature of the work being conducted. Contractor’s obligations under this Section 9.3may be waived only by written instruction of the Company.

 

9.4                    The Contractor’sliability for breach of or failure to conform to the warranty contained in Section 9.1(a) islimited to the remedies below, which are cumulative and are at the Company’soption:

 

(i)                       If suchbreach or failure occurs within the warranty period, and the Company notifiesthe Contractor of such defect or failure to conform, the Contractor shall, atthe Company’s option, either promptly correct any nonconformity or defect, orpromptly replace the defective item with an item free from defect ornonconformity, in each case at the Contractor’s expense. As appropriate, defectand non-conformity may be further defined in specific Task Orders.

 

(ii)                    if in Company’sjudgment the Contractor may be unable to provide the Company with conformingand non-defective Deliverables within a time period suitable to the Company,then, upon notice from the Company, the Contractor will pay to the Companywhichever is greater (1) all amounts paid or payable with respect to suchDeliverables, or (2) the cost of repairing or replacing (at the Company’soption) such Deliverables and Services.

 

(iii)                 Contractor shallpay to Company the Company’s direct damages resulting from the breach ofsection 9.1(a) to the extent not otherwise compensated or mitigated inparagraphs (i) and (ii) of this Section 9.4, not to exceed twotimes (A) the total amount paid or payable under a Fixed Price Task Orderor (B) the fees paid or payable in the previous twelve months under a Timeand Materials Task Order.

 

The warranty provided in Section 9.1(a) ofthis Agreement shall not apply to the extent, but only to the extent, that theContractor’s breach of Section 9.1(a) is due to:

 

(a)                    use by theCompany of a superseded or altered release of some or all of the Deliverablewhere the Contractor has notified the Company in writing that the Deliverablecontains infringement issues and that such infringement issues would be avoidedby the Company using the current or modified release of the Deliverable to theextent that the alleged infringement results from such use or features;

 

(b)                   thecombination, operation, or use of some or all of the Deliverables or anymodification thereof furnished under this Agreement with information, software,specifications, instructions, data, or materials not approved by Contractor inwriting or contemplated and/or authorized by relevant specifications, TaskOrders, or documentation;

 

 

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(c)                    theDeliverables having been tampered with, altered or modified by the Company oranybody on its behalf without the permission or authorization of Contractor oras contemplated and/or authorized by relevant specifications, Task Orders, ordocumentation; or

 

(d)                   use of theDeliverables otherwise than in accordance with the relevant documentation andotherwise than for the purposes for which they have been developed or supplied,or as contemplated and/or authorized by relevant specifications, Task Orders,or documentation.

 

The warranties expresslyand specifically provided in this Agreement by the Contractor are in lieu ofwarranty of merchantability and/or warranty of fitness for intended purpose.

 

9.5                    Contractorshall be liable for any and all damages caused by breach of the warrantiescontained in Sections 9.1(b), (c) and (d). Contractor shall not be liablefor exemplary, punitive, consequential, indirect or incidental damages arisingout of or in connection with any breach of Section 9.1(a) of thisAgreement. This exclusion shall apply only to damages resulting solely from theContractor’s breach of Section 9.1(a) and not to damages resultingfrom any other breach by the Contractor.

 

**10       INDEMNITYAND INSURANCE**

** **

*Work onPremises*

 

10.1              Workers who work onthe premises of the Company or a customer of the Company will comply with allapplicable site rules and regulations, and the Contractor will take allnecessary precautions to prevent injury to persons or property during theperformance of Services and work under this Agreement. The Contractorspecifically and expressly agrees to defend, indemnify and hold harmless andreimburse, at its own expense, the Company, its directors, officers, employees,agents representatives, successors and assigns (each an “Indemnified Party”)against any and all loss, damage, suits, liability, claims, demands, costs,judgments, fines, penalties, expenses, and attorneys’ fees and disbursements (“Liabilities”)resulting from injury or harm to persons or property, including claims of theContractor’s own Workers, arising out of or in any way related to theContractor’s performance under this Agreement, and the Contractor shallindemnify, hold harmless, and reimburse the Company with respect to suchLiabilities as such Liabilities are incurred. The Contractor’s activities shallbe deemed to include those of its Workers, officers, agents and Subcontractors.In claims made by a Workers of the Contractor or a Subcontractor (or anyonedirectly or indirectly employed by Contractor or Subcontractor or for whoseacts Contractor or Subcontractor may be liable) against any Indemnified Partyunder this section, the Contractor’s indemnification obligation shall not belimited by a limitation on amount or type of damages, compensation, or benefitspayable by or for the Contractor or a Subcontractor under workers’ or workmen’scompensation acts, disability benefits acts, or other employee benefit acts.The purchase of insurance by the Contractor with respect to its performancehereunder shall in no event be construed as fulfillment or discharge of itsindemnification obligations under this Agreement. None of the foregoingprovisions shall deprive the Company of any action, right, or remedy otherwiseavailable to it at law or in equity.

 

 

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* *

*IntellectualProperty Indemnification*

 

10.2              (a) TheContractor shall indemnify and hold harmless and reimburse at its own expenseCompany against any and all Liabilities arising out of all claims, suits, orproceedings brought against or incurred by Company, its employees, directorsand officers relating to any claim of infringement or other misappropriation ofrights with respect to any Intellectual Property. The Contractor shall defend,at its sole expense, every such claim, suit or proceeding and the Contractorshall pay and reimburse the Company for all Liabilities awarded against orincurred by Company (as incurred) in every such claim, suit, or proceeding,provided that:

 

(i)                        theCompany promptly notifies Contractor in writing of the claim; provided,however, that the failure of the Company to notify the Contractor promptlyshall not relieve the Contractor from its obligations under this Section 10.2except to the extent that the Contractor suffered some prejudice due to timingof such notice;

 

(ii)                     theContractor has sole control of the defense and all related settlementnegotiations subject to the limitations on settlement agreements stated in Section 10.3;and

 

(iii)                  the Companyprovides the Contractor with the assistance, information, and authorityreasonably necessary to defend the claim.

 

(b)                   Contractorshall have no liability for any claim of infringement to the extent that it isbased on:

 

(i)                        use by theCompany of a superseded or altered release of some or all of the Deliverablewhere the Contractor has notified the Company in writing that the Deliverablecontains infringement issues and that such infringement issues would be avoidedby the Company using the current or modified release of the Deliverable to theextent that the alleged infringement results from such use or features;

 

(ii)                     thecombination, operation, or use of some or all of the Deliverables or anymodification thereof furnished under this Agreement with information, software,specifications, instructions, data, or materials not furnished or approved byContractor or not contemplated by the relevant specifications, Task Order, ordocumentation, if the infringement would have been avoided by not combining,operating, or using the Deliverable or the modification thereof, with suchmaterial;

 

(iii)                  a Deliverable orthe modification thereof based on material provided by the Company to theextent, but only to the extent, such claim of infringement is based on thematerial provided by the Company; or

 

(iv)                 the Company’smisuse of some or all of the Deliverables or any modification thereof or use ofthe Deliverables otherwise than for the purposes for which they have beendeveloped or supplied, or as contemplated by the relevant specifications, TaskOrders or documentation, to the extent that the alleged infringement resultsfrom such misuse.

 

(c)                    If the use ofsuch Intellectual Property, or any part thereof, shall in any suit orproceeding be held to constitute an infringement and the use thereof beenjoined, and if the Contractor shall not be relieved from liability thereforeunder Section 10.2(b) then the Company shall have the option to causethe Contractor, at the Contractor’s

 

 

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sole expense, to remedysuch infringement in one or more of the following ways, which are cumulative,in the Company’s option:

 

(i)                        modify theDeliverable so as to be non-infringing;

 

(ii)                     obtain forthe Company a license to continue using the Deliverable; or

 

(iii)                  pay or credit tothe Company the greater of all amounts paid or payable with respect to suchDeliverables, or replacement costs for the Deliverables.

 

Any substitutednon-infringing items shall be in quality and performance equal to or betterthan the items replaced.

 

*GeneralIndemnification*

 

10.3              The Contractor shalldefend, indemnify, release and hold harmless and reimburse each IndemnifiedParty, whether acting in the course of their employment or otherwise, againstany and all Liabilities (as incurred) arising out of any and all suits,actions, or proceedings, at law or in equity, and from any and all claims,demands, losses, judgments, damages, costs, expenses (including attorneys’ feesand disbursements), or liabilities (including without limitation claims forpersonal injury or property damage, and breaches of Contractor’s obligations,representations, warranties, covenants and/or certifications set forthelsewhere in Sections 3.15, 3.16, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.23, 5.13,5.14, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 8, 9.1(b) and 11 arising fromany act or omission of the Contractor, its agents, Workers, or Subcontractors,or from any conditions of real or personal property of Contractor, except tothe extent attributable to the sole and direct gross negligence of Company. AnIndemnified Party shall have the right to participate in the selection ofcounsel reasonably satisfactory to such Indemnified Party. The Contractor shallnot enter into any settlement agreement that contains any admission ofliability on the part of the Company and/or any other Indemnified Party withouthaving first received express written approval of such Indemnified Party.

 

*IntellectualProperty and General indemnification by the Company*

 

10.4              (a) The Companyshall indemnify, hold harmless and reimburse at its own expense the Contractoragainst any and all Liabilities arising out of all claims, suits, orproceedings brought by third parties against the Contractor, its affiliates,Subcontractors and their respective, officers, employees and contractors (“ContractorIndemnified Party”) (i) for any claim of infringement or othermisappropriation of rights with respect to any materials provided by theCompany for use by the Contractor after the effective date of this Agreement (“CompanyMaterials”), (ii) resulting from any negligent or willful act of Companythat causes injury to Workers of, or physical damage to property of,Contractor, and (iii) resulting from the use by third parties of anyDeliverable when placed into “live” use by the Company. The Company shalldefend, at its sole expense, every such claim, suit or proceeding, and theCompany shall pay and reimburse the Contractor for all Liabilities awardedagainst or incurred by Contractor (as incurred) in every such claim, suit, orproceeding, provided that:

 

(i)                        theContractor promptly notifies Company in writing of the claim; provided,however, that the failure of the Contractor to notify the Company promptlyshall not relieve the Company from its obligations under this Section 10.4(a) exceptto the extent that the Company suffered prejudice due to timing of such notice;

 

 

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(ii)                     the Companyhas sole control of the defense and all related settlement negotiations,provided however that the Company shall not enter into any settlement agreementthat contains any admission of liability on the part of the Contractor withouthaving first received express written approval of the Contractor to do so whichapproval shall not be withheld unreasonably;

 

(iii)                  the Contractorprovides the Company with the assistance, information and authority reasonablynecessary to defend the claim; and

 

(iv)                 the claim, suit,or proceeding does not result from the negligence or willful conduct of theContractor, its agents, employees, representatives.

 

(b)                   The Companyshall have no liability for any claim of infringement to the extent that anyclaim or Liability is based on:

 

(i)                        use by theContractor of a superseded or altered version of some or all of the CompanyMaterials containing infringement issues of which the Company has notified theContractor in writing and that would have been avoided or significantlymitigated by the Contractor using the current or modified version of the sameCompany Materials that (A) was furnished under this Agreement by theCompany promptly after its becoming aware of any issues with the CompanyMaterials, and (B) would have cured or significantly mitigated theinfringement to the extent that the infringement results from such use orfeatures;

 

(ii)                     thecombination, operation, or use of some or all of the Company Materials or anymodification thereof furnished under this Agreement with information, software,specifications, instructions, data, or materials not furnished or approved bythe Company or not contemplated by the relevant specifications, Task Orders, ordocumentation, if the infringement would have been avoided by not combining,operating, or using the Company Materials or the modification thereof, withsuch other materials; or

 

(iii)                  misuse of someor all of the Company Materials or any modification thereof (unless authorizedin writing by the Company) or the use of Company Materials otherwise than forthe purposes for which they were developed or supplied, or as contemplated bythe relevant specifications, Task Orders or documentation.

 

*Insurance*

 

10.5              Without limiting itsliability under this Agreement, the Contractor agrees to maintain the followinginsurance coverage and limits with respect to personnel located at and workperformed at the Company’s locations:

 

(a)                     Workmen’sCompensation and Employer’s Liability-Statutory; Comprehensive GeneralLiability including Personal Injury and Property Damage - $1,000,000 combinedsingle limit per occurrence;

 

(b)                    BusinessAutomobile Liability and Physical Damage - Bodily Injury / Property Damagecombined limit $1,000,000 - or - the minimum prescribed by the Company’sCorporate Insurance Department per occurrence;

 

 

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(c)                     CommercialGeneral Liability Insurance, including Completed Operations and ProductLiability (maintained in effect for a period of at least ten years after thedate of final payment) and Contractual Liability and Independent ContractorsProtective Liability, with at least a $1,000,000 minimum limit for BodilyInjury and Property Damage on an occurrence basis;

 

(d)                    ExcessLiability Insurance, in the umbrella form and on an occurrence basis coveringloss in excess of the limits of the other insurance policies required herein,with limits of at least $5,000,000 per occurrence;

 

(e)                     ProfessionalErrors and omissions Liability Insurance, with at least $4,000,000 minimumlimit per occurrence, for liability arising out of any negligent act, error,mistake or omission of Contractor or any Subcontractor performing Servicespursuant to the terms of this Agreement.

 

*AdditionalNamed Insureds*

 

10.6              Company, itsofficers, directors, agents and employees and Company’s parent companyofficers, directors, agents and employees shall be named as additional namedinsureds under the policies of insurance set forth in this Section 10.3 ofthis Agreement for any and all purposes arising out of or connected to theServices performed under this Agreement or any Task Order issued pursuant tothis Agreement.

 

*Contractor’sInsurance to be Primary*

 

10.7              It is the intent ofthe parties to this Agreement that all insurance purchased by the Contractor incompliance with this Agreement, will be primary to any other insurance owned,secured, or in place by the Company. The Company’s insurance shall not becalled upon by the Contractor’s insurer to contribute in any way. TheContractor shall secure endorsements to this effect from all insurers of suchpolicies.

 

*Verificationof Coverage*

 

10.8              At Company’srequest, Contractor shall furnish Company with certificates of insurance andwith original endorsements effecting coverage required by this Section 10.The certificates and endorsements shall identify Company, and others as setforth in this Agreement, as additional insureds and shall be signed by a personauthorized by that insurer to bind coverage on its behalf. Company reserves theright to require complete, certified copies of all required insurance policies,at any time.

 

*PolicyChange or Termination*

 

10.9              All policiesprovided for herein shall expressly provide that such policies shall not becancelled, terminated or altered without thirty days prior written notice toCompany.

 

*Waiverof Right of Subrogation*

 

10.10        To the extent permitted byits respective policies of insurance, Contractor hereby waives any right ofrecovery against Company for any loss or damage that is covered by any insurancepolicy maintained or required to be maintained with respect to the Servicesperformed under this Agreement or any Task Order issued pursuant to thisAgreement. Contractor shall, in addition to naming Company and Company’s parentcompany as an additional insured on all applicable policies, inform all itsinsurers of policies described in this Agreement herein about this waiver ofsubrogation, and shall secure from such

 

 

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insurers amendments,where necessary, to the policies recognizing and providing for such waiver.

 

*Limitationon Liability*

 

10.11        The Contractor’s liabilityfor any claims under this Agreement, however, characterized, shall be limitedto an amount equivalent to 2 times the fees billed under the Task Order fromwhich the damages arose. This limit does not apply to any claims or breachesthat arise or are alleged to arise under Section 8, 10, and/or 11, orclaims for personal injury or death or damage to real estate or personalproperty for which the Contractor is or may be legally responsible. Further,this limit does not apply where the Company, its employees, directors orofficers, incur a claim or liability by reason of any statutory or regulatorynon-compliance by the Contractor.

 

**11       CONFIDENTIALITY**

** **

11.1              For a period ofseven years following the date of disclosure thereof to it, the Contractor willnot disclose to any third party or itself use, except in the performance ofthis Agreement, any Confidential Information that may be made available to itin connection with its performance of this Agreement, except as may bespecifically authorized in writing by a duly authorized representative of theCompany. The term “Confidential Information” means and includes all informationfurnished or made available to the Contractor orally or in writing pursuant tothis Agreement or in connection with a Task Order, without limitation,non-public Intellectual Property, Deliverables, ideas, concepts, procedures,agreements, notes, summaries, reports, analyses, compilations, studies, lists,charts, surveys and other materials, both written and oral, in whatever formmaintained concerning the business of the Company and its customers and/orvendors. Confidential Information shall also include, without limitation, anyreports, findings, conclusions, recommendations, or reporting data and analysisprepared by Contractor for Company in furtherance of this Agreement, except thefollowing:

 

(a)                    informationactually known to the Contractor prior to its disclosure by the Company underthis Agreement; or

 

(b)                   informationindependently developed by any Worker who had no access to Company informationdisclosed or developed under this Agreement;

 

(c)                    informationavailable to the general public or general industry knowledge at the time ofits disclosure; or which thereafter becomes available to the public or becomesgeneral industry knowledge, without a breach of this Agreement by theContractor, Subcontractor or Workers; or

 

(d)                   informationfurnished to the Contractor by a third party without restriction on its furtherdisclosure.

 

Notwithstanding theforegoing, the Contractor shall not disclose to any third party or itself use,except in the performance of this Agreement, any Confidential Information thatis deemed a trade secret of the Company for as long as such ConfidentialInformation remains a trade secret.

 

11.2              The Contractoragrees to use the same degree of care in protecting the Company’s ConfidentialInformation that it uses to protect its own confidential information of asimilar nature and value, but in no event less than a reasonable standard ofcare.

 

 

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11.3              If the Companyapproves using a Subcontractor, Contractor may only reveal and shareConfidential Information that must reasonably be disclosed by the Contractor toits Subcontractors as essential to their tender or performance of work;provided, however that the Contractor shall require such Subcontractors to usesuch information solely for the performance of work as Subcontractors for theContractor hereunder and to maintain such information in confidence to theextent of the foregoing requirements of this Section 11.

 

11.4              If the Contractor isrequested or required (by oral questions, interrogatories, requests forinformation or documents, subpoena, civil investigative demand or similarprocess, or in connection with a filing required by regulation) to use ordisclose any Confidential Information, the Contractor shall notify the Companypromptly in writing of each request so that the Company may seek an appropriateprotective order or waive compliance with the provisions of this Agreement, orboth.

 

11.5              The Contractoracknowledges that money damages would not be a sufficient remedy for its breachof the obligations not to use or disclose Confidential Information in thisAgreement. Accordingly, the Contractor agrees that, in the event of such breachor threatened breach, the Company will be entitled, in addition to any otherremedies at law or in equity that it may have, to equitable relief, includinginjunctive relief or specific performance or both, without the requirement ofposting a bond or other security.

 

11.6              The Contractor willpromptly notify the Company of any unauthorized use or disclosure of ConfidentialInformation of which it becomes aware and shall cooperate with and assist theCompany in every reasonable way to stop or minimize such unauthorized use ordisclosure.

 

11.7              Contractor herebyacknowledges that the Confidential Information of the Company is the propertyof the Company and, by entering into this Agreement, the Contractor willreceive no proprietary, possessory or other right, title or interest in orlicense to such Company Confidential Information or the use thereof.

 

11.8              The Contractor shallpromptly, upon the earlier of (a) termination or expiration of thisAgreement or (b) request by Company, return to the Company allConfidential Information disclosed to Contractor or to which Contractor hadaccess, including without limitation all copies of such ConfidentialInformation provided.

 

11.9              The parties have noexpectation that the Contractor will have any need to disclose its proprietaryand confidential information to the Company. However, if in the performance ofthis Agreement or any Task Order placed hereunder, disclosure of the Contractor’sconfidential or proprietary information is required, such information will bedisclosed only in writing that has been duly marked as confidential and onlyafter the Company has agreed in writing to accept disclosure of suchinformation. The Company agrees to treat such information with the same degreeof care in respect of use and disclosure that it uses with respect to its ownsimilar confidential and proprietary information and shall not make availablethe same to any third party at any time nor make any copies or reproductions inexcess of those required for business purposes at any time nor use the same,except as may be required for the reasons such information was originallydisclosed. Contractor represents and warrants that the Contractor has the fulland unrestricted right to disclose any information, knowledge or data itchooses to disclose to the Company, without incurring legal liability toothers, and that, unless otherwise agreed, the Company shall have full andunrestricted right to use and publish the same as it may see fit.

 

 

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11.10        In the conduct of workunder this Agreement, the Contractor shall not use confidential or proprietaryinformation of any third party and if such information is, or comes into thepossession of the Contractor, during the term of this Agreement, the Contractorshall not communicate or otherwise disclose such confidential or proprietaryinformation to the Company without a proper license from such third party.

 

11.11        Notwithstanding anycontrary provision that may be contained herein, any Party to this Agreement(and each employee, representative, or other agent of any such Party) maydisclose to any and all persons, without limitation of any kind, the UnitedStates federal income tax treatment and United States federal income taxstructure of the transactions contemplated by this Agreement and all materialsof any kind (including opinions or other tax analyses) that are provided tosuch party relating to such tax treatment and tax structure; provided, however,that the foregoing shall not serve to authorize the disclosure of suchinformation to the extent such information is subject to restrictions reasonablynecessary to comply with applicable securities laws, and provided, further,that the foregoing shall not serve to authorize the disclosure of the identityof any party or any confidential business information of any party to theextent the disclosure of such identity or information is not related to theUnited States federal income tax treatment and United States federal income taxstructure of the transactions contemplated by this Agreement. Company andContractor acknowledge that they have no knowledge or reason to know that suchdisclosure is otherwise limited.

 

11.12        The Parties’ obligationsnot to use or disclose Confidential Information pursuant to this Section shallsurvive for the period stated in Section 11.1; provided that ConfidentialInformation deemed a trade secret shall not be used or disclosed by the Partiesfor as long as such information continues to be deemed a trade secret.

 

*PersonalData Protection*

 

11.13        (a) For the purposesof this Agreement and any Task Order, the following terms are defined as:

 

i.                             “PersonalData” is any information relating to an identified or identifiable naturalperson (“Data Subject”).

 

ii.                          “CompanyPersonal Data” includes (i) Personal Data provided to Contractor by or onbehalf of Company; (ii) Personal Data (from whatever source) beingProcessed by Contractor on behalf of Company; (iii) Personal Data (fromwhatever source) pertaining to Company personnel; and (iv) Personal Datacreated by Contractor based on data in section (i), (ii) or (iii) above.

 

iii.                       “Processing”of Personal Data shall mean and include any operation or set of operations thatis performed upon Personal Data, whether or not by automatic means, such ascollection, recording, organization, storage, adaptation or alteration,retrieval, accessing, consultation, use, disclosure by transmission,dissemination or otherwise making available, alignment or combination,blocking, erasure or destruction.

 

iv.                      “Affiliate,”where used in this Section 11.13, with respect to either party shall meanany entity, including without limitation, any individual, corporation, company,partnership, limited liability company or group, that directly, or indirectlythrough one or more intermediaries, controls, is controlled by or is undercommon control with such party.

 

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(b)                   Contractorshall view and Process Company Personal Data only on a need-to-know basis andonly to the extent necessary to perform this Agreement, any Task Order, orCompany’s further written instructions.

 

(c)                    Contractoragrees not to disclose Company Personal Data to third parties without havingfirst received express written approval from Company.

 

(d)                   Contractorshall implement technical and organizational measures to ensure the securityand confidentiality of Company Personal Data to prevent, among other things: (i) accidental,unauthorized or unlawful destruction, alteration, modification or loss ofCompany Personal Data, (ii) accidental, unauthorized or unlawfuldisclosure or access to Company Personal Data, (iii) unlawful forms ofProcessing. The security measures taken shall be in compliance with applicabledata protection regulations and shall be adapted to the risks presented by theProcessing and the nature of the Company Personal Data to be Processed, havingregard to the state of the art.

 

(e)                    Contractorshall notify Company as expeditiously as possible under the circumstances andwithout unreasonable delay of any Security Breach involving any CompanyPersonal Data, where “Security Breach” is defined as any event involvingan actual, potential or threatened compromise of the security, confidentialityor integrity of the data, including but not limited to any unauthorized accessor use, or any broader circumstances as defined in any applicable local law.Contractor shall provide Company with a detailed description of the SecurityBreach, the type of data that was the subject of the Security Breach, theidentity of each affected person, and any other information Company may requestconcerning such affected persons and the details of the breach, as soon as suchinformation can be collected or otherwise becomes available. Contractor agreesto take action immediately, at its own expense, to investigate the SecurityBreach and to identify, prevent and mitigate the effects of any such SecurityBreach, and to carry out any recovery or other action (e.g., mailing statutorynotices) necessary to remedy the Security Breach. The content of any filings,communications, notices, press releases, or reports related to any SecurityBreach (“Notices”) must first be approved by Company prior to anypublication or communication thereof to any third party. Contractor shall payfor or reimburse Company for all costs, losses and expenses relating to anySecurity Breach, including without limitation, the cost of Notices.

 

(f)                      Contractorshall implement all measures necessary to ensure compliance by its staff withthe obligations relating to Company Personal Data, and shall require Workers,as a condition of having access to Company Personal Data, to signconfidentiality agreements in which they each agree individually to comply withthe obligations of this Section 11.13 of this Agreement. Company may alsorequire Workers, as a condition of participating in specific assignments, tosign individual confidentiality agreements that are tailored for specificassignments. Contractor shall comply with all applicable laws and regulationspertaining to Personal Data protection, and will process Employment Dataconsistent with the “GE Employment Data Protection Standards,” a copy of whichwill be provided to Contractor upon request. In particular, when Personal Datais collected by the Contractor from a Data Subject directly during the courseof Contractor’s performance under this Agreement, Contractor shall: provide theData Subject with the information required by applicable laws and regulations;permit access by the Data Subject to the Personal Data collected about him/her;and, when necessary, obtain the consent of Data Subjects. Contractor must,however, seek and obtain prior written approval from Company regarding thescope of Personal Data to be collected and the consent language to be used.

 

 

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(g)                   Failure by theContractor or permitted Subcontractor to comply with the obligations set forthin this Agreement relating to Personal Data is considered a material breach ofthis Agreement.

 

(h)                   Companyreserves the right to conduct at any time, subject to a prior written notice,an on-site verification of Contractor’s compliance with obligations relating toCompany Personal Data, even after the termination of this Agreement. Contractorshall provide access to all concerned facilities, equipment and records inorder to conduct such verification.

 

(i)                       Upontermination of this Agreement, for whatever reason, Contractor shall stop allProcessing of Company Personal Data and shall return to Company all CompanyPersonal Data and any copies and reproductions of Company Personal Data,electronic or otherwise.

 

(j)                       Theseundertakings remain in force even after termination of this Agreement forwhatever reason.

 

(k)                    HealthInformation & HIPAA: If Contractor will Process any Company Data thatis “protected health information, including any medical, demographic, visual ordescriptive information that can be used to identify a particularpatient/individual” subject to the U.S. “Health Insurance Portability &Accountability Act of 1996” and regulations promulgated under that Act(collectively “HIPAA”), then Contractor shall enter into the subcontractorBusiness Associates Agreement (“BAA”).

 

(l)                       GLB: IfContractor will Process any Company Personal Data or other information ofCompany’s customers (“Customer Information”) that is subject to Title Vof the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 andregulations promulgated under that Act (collectively “GLB”) or otherfederal, state, and local laws, rules, regulations, and ordinances governingthe privacy and security of Customer Information (collectively “CustomerInformation Privacy Laws”), Contractor agrees to comply with GLB and otherCustomer Information Privacy Laws, and to protect and maintain the privacy ofsuch Customer Information accordingly. Such compliance shall include, but notbe limited to, Contractor (i) not disclosing any Customer Information toany third party except as expressly provided in this Agreement or otherwisedirected or authorized in writing by Company; (ii) ensuring that itsemployees and subcontractors who obtain or have access to Customer Informationcomply at all times with the Customer Information Privacy Laws and theapplicable provisions of this Agreement; and (iii) protecting andmaintaining the security of all Customer Information in Contractor’s custody orunder Contractor’s control. Contractor shall immediately report to Company anyunauthorized disclosure or use of or any unauthorized access to any CustomerInformation in Contractor’s custody or under Contractor’s control.

 

(m)                 EU: If in thecourse of the parties’ performance of a Task Order issued pursuant to thisAgreement, any Personal Data will be transferred from a member state of theEuropean Union (“EU”) to a jurisdiction outside the EU that has not beendeclared “adequate” for personal data protection by the European Commission,the party becoming aware of this situation will inform the other, and Companyand Contractor (or other Processor, if approved by Company) will enter into theStandard Contractual Clauses for Controller-to-Processor Transfers (attached asAttachment B). In the event that such a task Order is executed without clausesthat incorporate Appendix B of this Agreement, then Appendix B of thisAgreement shall nonetheless be deemed to have attached to that Task Order.

 

 

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11.14        Contractor understands andagrees that Company may require Contractor to provide certain Personal Data (“ContractorPersonal Data”) such as the name, address, telephone number, and e-mailaddress of Contractor’s representatives in transactions, and that Company andits affiliates and their contractors may store such data in databases locatedand accessible globally by their personnel and use it for purposes reasonablyrelated to the performance of this Agreement, including but not limited tosupplier and payment administration. Contractor agrees that it will comply withall legal requirements associated with transferring any Contractor PersonalData to Company. Company will be the “Controller” of this data for legalpurposes, and agrees not to share Contractor Personal Data beyond Company, itsaffiliates and their contractors, and to use reasonable technical andorganizational measures to ensure that Contractor Personal Data is processed inconformity with applicable data protection laws. Contractor may obtain a copyof the Contractor Personal Data and submit updates and corrections to it bysending Company a written notice in accordance with the “notice” provision inthis Agreement.

 

**12       TERMINATION**

** **

12.1              Either party mayterminate this Agreement on ninety days prior written notice to the other partyexcept that any such termination shall be effective as to an ongoing assignmentspecified in a Task Order only when the minimum term for such ongoingassignment is completed. Sections 3.12, 3.15, 5.21, 8, 10.1, 10.1, 10.2, 10.3,10.4 and 11 of this Agreement shall survive any expiration or termination ofthis Agreement. If either party terminates this Agreement pursuant to thisSection, the Contractor shall, at the Company’s discretion, continue to provideServices to the Company for a period of up to six months subject to the termsof this agreement. Both parties will use their best efforts to ensure smoothand efficient transition of all work to Company or any new contractor orcontractors designated by Company.

 

Contractor hereby waivesany and all claims for additional compensation or charges (including any claimfor lost profits), as a result of any termination and Contractor hereby agreesthat its sole remedy hereunder shall be to receive compensation in accordancewith this Section.

 

12.2              If either partyterminates this Agreement pursuant to Section 12.1, then promptly upon theexpiration of the ninety day notice period and at such reasonable time as maybe necessary for orderly transition, the Contractor will deliver to the Companyall documents, document drafts, work papers, notes, and charts of anydescription, including electronic media, furnished or made available by theCompany or produced by the Contractor in the course of work effort pursuant tothis Agreement and retain no copy and shall certify same to Company. TheContractor shall also return to the Company any equipment it may have receivedfrom the Company under the terms of Section 4.5 of this Agreement.Notwithstanding anything contained herein, the parties may separately providein a Task Order for termination of such Task Order in accordance with termsspecifically agreed upon by the parties for that Task Order.

 

12.3              Except fortermination based on Sections 5.13 of this Agreement, upon termination, allamounts payable by the Company to the Contractor for Services rendered(including parts thereof) up to the effective date of termination, shall bepaid by the Company.

 

 

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12.4              Company may terminateany Task Order on ninety days prior written notice to Contractor.Notwithstanding the foregoing, Company may terminate a Task Order on thirtydays prior written notice to Contractor where such Task Order’s duration isless than twelve months.

 

**13       GOVERNINGLAW**

** **

13.1              This Agreement, itsvalidity, performance, construction and effect shall be governed by the laws ofthe State of New York, United States of America, excluding its conflict of lawsrules. The laws of the United States of America shall govern issues involvingthe creation, protection, or exercise of rights in Intellectual Property.

 

**14       DISPUTERESOLUTION**

** **

14.1              Both partiesacknowledge that the non-breaching party will be irreparably harmed by anybreach of Sections 5.21, 8 and or 11 of this Agreement and that damages wouldbe difficult or impossible to ascertain and that the non-breaching party willhave no adequate remedy at law. Accordingly, upon any such breach or threatenedbreach with respect to Sections 5.21, 8 and 11 of this Agreement, in additionto any other rights or remedies at law or other relief to which non-breachingparty may be entitled, and notwithstanding the arbitration clause herein, thenon-breaching party shall be entitled, without the posting of any bond or othersecurity, to seek an injunction or an order of specific performance or otherequitable relief with respect to such breach or threatened breach to protectthe non-breaching party’s rights. All ancillary claims as well as damages forsuch claims shall remain subject to dispute resolution as described in thissection.

 

14.2              With the exceptionof any disputes, controversies and questions directly or indirectly arisingunder, out of, in connection with or in relation to Section 5.21, 8 and or11 of this Agreement, any dispute, controversy or claim arising out of,relating to, or in connection with, this Agreement, or the formation, breach,termination or validity thereof, shall be finally settled by arbitration. Thearbitration shall be conducted in accordance with the Rules of the LondonCourt of International Arbitration (“LCIA Court”) in effect at the timeof arbitration, except as they may be modified herein or by mutual consent ofthe parties. The seat of the arbitration shall be London, England, and it shallbe conducted in the English language.

 

Three arbitrators shallconduct the arbitration. The party initiating arbitration (the “Claimant”)shall appoint an arbitrator in its request for arbitration (the “Request”).The other party (the “Respondent”) shall appoint an arbitrator withinthirty days of receipt of the Request and shall notify the Claimant of suchappointment in writing. If within thirty days of receipt of the Request by theRespondent, either party has not appointed an arbitrator, then that arbitratorshall be appointed by the LCIA Court. The first two arbitrators appointed inaccord with this provision shall appoint a third arbitrator within thirty daysafter the Respondent has notified Claimant of the appointment of the Respondent’sarbitrator or, in the event of a failure by a party to appoint, within thirtydays after the LCIA Court has notified the parties and any arbitrator alreadyappointed of its appointment of an arbitrator on behalf of the party failing toappoint. When the third arbitrator has accepted the appointment, the twoarbitrators making the appointment shall promptly notify the parties of theappointment. If the first two arbitrators appointed fail to appoint a thirdarbitrator or so to notify the parties within the time period

 

 

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prescribed above, thenthe LCIA Court shall appoint the third arbitrator and shall promptly notify theparties of the appointment. The third arbitrator shall act as Chair of thetribunal.

 

The arbitral award shallbe in writing, state the reasons for the award, and be final and binding on theparties. The award may include an award of costs, including reasonableattorneys’ fees and disbursements. Any court having jurisdiction thereof orhaving jurisdiction over the relevant party or its assets, may enter judgmentupon the award.

 

14.3              Section 13.1 ofthis Agreement determines the governing law of this Agreement, including forarbitration purposes.

 

14.4              For the purposes ofsection 45 of the Arbitration Act 1996 (UK), the Company and the Contractorhereby agree to exclude their right to apply to the Court to determine anyquestion of law.

 

14.5              For the purposes ofsection 69 of the Arbitration Act 1996 (UK), the Company and the Contractorhereby agree to exclude their right to appeal to the Court on a question oflaw.

 

14.6              The Company and theContractor hereby stipulate that this Agreement and the obligations andrelationships resulting here from are commercial and that the Convention on theRecognition and Enforcement of Foreign Arbitral Awards (the “New YorkConvention”) applies to this Agreement and to any arbitral award or orderresulting from any arbitration conducted hereunder.

 

14.7              Should either theCompany or the Contractor make application to the Arbitral Tribunal inaccordance with Article 22.1(h) of the LCIA Rules for thejoinder in the arbitration of sub-contractors or agents of the Contractor, theCompany and the Contractor hereby consent to such joinder.

 

14.8              The Contractor shallinclude in its contracts with its sub-contractors and agents a provisionrequiring such persons to consent to any application that may be made by theCompany or the Contractor under Article 22.1(h) of the LCIA Rules tojoin such sub-contractors or agents as parties to any arbitration under thisAgreement.

 

**15       PENALTIES**

** **

15.1              The Company reservesthe right to define and manage Task Order specific service levels, including,but not limited to, provisions on network security, among other servicerequirements. Task Orders may explicitly state service levels and penalties forfailure to meet such service levels. Failure to meet the service levels in aTask Order, may, at Company’s sole discretion, result in the penalties outlinedunder such Task Orders.

 

**16       GENERAL**

** **

*Assignment*

 

16.1              Neither party mayassign the rights and obligations of this Agreement to any other party withoutthe prior written consent of the other party (such consent not to beunreasonably withheld), except that Company may assign the rights andobligations of this Agreement

 

 

40

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to another subsidiary ofGeneral Electric Company without obtaining the Contractor’s prior writtenconsent, and Contractor may assign receivable under this Agreement to thirdparties without obtaining Company’s prior written consent.

 

 

*Offsets*

 

16.2              The Company reservesthe right to credit the value of this Agreement and any Task Orders against anypresent or future offset or industrial participation requirements incurred bythe Company with any applicable Government or with any applicable companyprovided such credit is permissible under the applicable counter trade oroffset guidelines and there is no loss of export earnings benefits to theContractor. The Contractor agrees to use its best efforts to assist the Companyto secure such credit.

 

*Severability*

 

16.3              If any part, term orprovision of this Agreement is held by any court to be unenforceable orprohibited by any law applicable to this Agreement, the rights and obligationsof the parties shall be construed and enforced with that part, term or provisionlimited so as**to make itenforceable to the greatest extent allowed by law, or, if it is totallyunenforceable, as if this Agreement did not contain that particular part, termor provision.

 

*Headingsand Language*

 

16.4              Headings containedin this Agreement are for reference or convenience purposes only and will notaffect the meaning, interpretation or effect of this Agreement. This Agreementis drawn up in the English language. If it is translated into another language,the English language text shall in any event prevail.

 

*Amendments*

 

16.5              The terms andconditions of this Agreement may not be amended or modified, except in awriting signed by both parties or in connection with an approved Change Order.It is expressly agreed that any terms and conditions of Company’s Change Ordershall be superseded by the terms and conditions of this Agreement to the extentthat such terms may be in conflict unless expressly agreed otherwise in theChange Order.

 

*Survival*

 

16.6              Sections 3.12, 3.15,5.21, 8, 10.1, 10.2, 10.3, 10.4 and 11 shall survive the expiration ortermination of this Agreement, as well as any other provision of thisAgreement, which in accordance with its terms is intended to survive thetermination of this Agreement.

 

*Waiver/Non-exercise*

 

16.7              Failure of eitherparty at any time to exercise a right under, or require performance of, anyprovision of this Agreement shall not affect the right to subsequently exercisethat right or require full performance thereof (as the case may be) at any timethereafter. The waiver by any party of a breach of any provision of thisAgreement shall not be taken or held to be a waiver of any subsequent breach oras nullifying the effectiveness of such provision.

 

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*EntireAgreement*

 

16.8              This Agreement,including all Addenda, Attachments and Exhibits, constitutes the entireAgreement between the parties and shall supersede all prior offers,negotiations, exceptions and understandings, whether oral or written, between theparties hereto relating to the products and services called for hereunder. Ifthere is any conflict between this Agreement and its Addendums, Attachments,and Exhibits, the language in this Agreement shall apply. No modification ofany provision of this Agreement shall be binding upon the Company or theContractor unless evidenced by a written agreement executed by both parties.

 

16.9              The parties agreethat signed fax copies or e-mail signatures (i.e. scanned copies) of all TaskOrders issued pursuant to this Agreement, as well as any approved changerequests thereof, shall be binding and enforceable.

 

**INWITNESS WHEREOF,**the parties have executed this Agreement.

 
| **GENERAL  ELECTRIC INTERNATIONAL, INC.** |                        | **Patni  Computer Systems Limited** |
|-------------------------------------------|-----------------------------|-------------------------------------|
|                                      |                        |                                |
|                                      |                        |                                |
|                                      |                        |                                |
| By:                                       | /s/ Steven John  Morrison   |                                | By: | /s/ Sunil Chitale |
| Name:                                     | Steven John Morrison        |                                | Name: | Sunil Chitale |
| Title:                                    | GE GDC Director             |                                | Title: | Senior Vice President |
| Date:                                     | 3rd  August 2006       |                                | Date: | August 3, 2006 |
|                                      |                        |                                |
|                                      |                        |                                |
| In the presence of:                       |                        | In the presence of:                 |
|                                      |                        |                                |
|                                      |                        |                                |
| /s/ Chris Wardle                          |                        | /s/ Mohamed Asim Malik              |
| Name:                                     | Chris Wardle                |                                | Name: | Mohamed Asim Malik |
| Title:                                    | Head of IT Service Delivery |                                | Title: | Sr. Account Manager |
|                                      | GE Money UK                 |                                |   |   |

 

42

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**AddendumA**

 

**Fees andPayment**

 

All fees, pricing, ratesand payment details are contained in this Addendum A to the Agreement.

 

Al.                   The Contractorshould predominantly engage with the Company through Fixed Price engagements asdefined in Section 2.2 of this Agreement. On a quarterly basis, Contractorshould share with Company their plans of achieving a target of 90% ofContractor and Company engagements being Fixed Price.

 

The Company shall bidthose few engagements that need to be on Time and Materials on aproject-by-project basis. Unless otherwise agreed in advance by the Company,the terms of bids submitted by Contractor for Time and Materials engagementsare inclusive of all overhead costs (including, without limitation,communication and networked desktop PCs with standard software (such as MS-DOS,Windows and Terminal emulation software), all payroll taxes, employee benefits,training, travel and living, supplies, administration, insurance and otherexpenses or costs of any nature and all the Contractor equipment. Prices areexclusive of all taxes that may be levied or assessed on these services outsideof the home jurisdiction of the GDC (such as sales, use, excise, value added ortaxes based on the Company’s income) that shall be the responsibility of theCompany to pay. Any taxes on these services that may be levied or assessed inthe home jurisdiction of the GDC shall be the responsibility of the Contractorto pay.

 

*TaskOrders*

 

A.2                Each Task Orderwill specify the payment terms applicable to that Task Order.

 

A.3                Task Orders issuedpursuant to this Agreement shall set out a fixed price or an appropriateestimate of person years to complete projects. If the Contractor takes lessthan the estimated person years on a fixed price project because of efficiencyor productivity gains, no credit accrues directly to the Company on thatproject.

 

A.4                If the Contractortakes more than the estimated person years on a fixed price project because ofpoor estimation or loss of productivity through the Contractor’s inefficiency,or for any other reason, the Contractor is solely responsible for the extraresources applied to complete the project.

 

A.5                If the delay incompletion of project is due to the Company, then the incremental charge beyondscoped timeframe would be at the T&M rate defined in the Task Order forsuch a situation.

 

*PurchaseOrder*

 

A.6                All Task Ordersmust be associated with a Purchase Order, at the time the Company places suchTask Order with the Contractor. The Contractor agrees that the Company is notobligated to make any payment for services rendered before or without theplacement of a Purchase Order, unless the parties have expressly agreedotherwise.

 

*Competitiveness*

 

A.7                The Company andthe Contractor shall hold meetings once or twice a year (timing consistent withother meetings) to specifically review the pricing and Productivity

 

A-1

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Improvements (definedbelow) the Contractor has implemented to ensure the Contractor’s competitiveposition in the marketplace and to ensure that the Company’s contract with theContractor reflects the Contractor’s competitiveness. Productivity Improvementsinclude:

 

a                            transactionimprovements, measured during any month as: (i) the increase in the volumeof Services performed per full-time Worker as compared to the prior month and (ii) theperformance of a fixed amount of Services utilizing fewer full-time Workers ascompared to the prior month; and

 

b                           costimprovements, measured during any year as the sum of the reductions in each ofthe following as compared to the prior year: (i) direct and indirectmaterial prices, (ii) overhead costs, (iii) the number of managementworking hours per Service and (iv) direct labor rates.

 

*Mostfavored customer pricing*

 

A.8                The Companyexpects that all of the pricing terms, warranties and benefits granted by theContractor herein are comparable to or better than the equivalent termscurrently being offered by the Contractor to any present similarly placedcustomer. If the Contractor, agrees with any other similarly placed customer toproviding greater benefits or more favorable terms, this Agreement shallthereupon be deemed amended to require Contractor to provide the same to theCompany and the Contractor shall promptly inform the Company of such change.For the purpose of this clause, the term Customer excludes all customers thatdo not receive services materially similar to those offered to the Company.

 

*Invoices*

 

A.9                Company may, ineach Task Order, designate the form of invoice to be used by Contractor underthat Task Order. The Contractor agrees that any invoices submitted for paymentto the Company will include the following details, without which the Company isnot obligated to make payment of such invoices. Details required include butare not limited to associated Company Purchase Order number, associated TaskOrder number, detailed breakup of amount to be paid, date by which payment isdue, details of service provided, name of Company official placing Task Order,details of applicable discount if any, the Company entity that shall pay underthe PO and whether payment shall be made through the GE Accelerated PaymentProgram.

 

*Currency*

 

A.10          To the extent permittedby applicable law, Company may designate in any Task Order that payment will bemade in the currency of the jurisdiction from which the Task Order is issued.In such cases, Contractor will bill Company monthly, converting the US Dollarcontract rate to local currency at the rate published in Financial Times ofLondon on the last Tuesday of the month in which work is performed. In allother cases, Contractor will bill and Company will remit payment in US Dollars.

 

The Company can negotiatea Fixed Price Contract with the Contractor in any currency depending on thejurisdiction from which the Task Order is issued.

 

A.11          All Contractor invoicesshall be delivered to Company within 15 days of the Invoice Date, and mustclearly identify the Task Order, Purchase Order, or other Company authorization

 

A-2

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to which it applies. TheCompany will not pay invoices older than 180 days unless a documented disputeproceeding is ongoing.

 

A.12          All quotations inresponse to requests for proposals to perform Task Orders issued pursuant tothis Agreement shall specify whether and which taxes, if any, are excluded fromthe quoted price, and the amount of such taxes. No taxes other than sales, use,consumption, service or other similar taxes and levies may be included in anyprice quotation responding to a request for proposal to perform a Task Order.Under no circumstances shall income taxes or similar taxes payable on theincome of the Contractor or Workers be included in any quoted price.

 

A-3

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** **

**Addendum B**

** **

**StandardContractual Clauses for to be Incorporated when Adherence to Article 26(2) ofthe European Commission Directive 95/46/EC is Required**

** **

The following clauses areto be incorporated into all Task Orders issued pursuant to this Agreement whereadherence to Article 26(2) of the European Commission Directive95/46/EC is required.

 

For the purposes of Article 26(2) ofDirective 95/46/EC for the transfer of personal data to processors establishedin third countries which do not ensure an adequate level of data protection

 
| ***Name of the Data Exporting Organization  [Name of Company or Company Affiliate]***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***Address****                                                                                                                  *                                                          |
|                                                                                                                                |
| ***tel:****                                      **;***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ***fax:****                                    **;*** | ***e-mail:****                                * | * * |

 

***Other information needed to identify the organization***

 

**Abovenamed organization shall hereby be known as “the Data Exporter”**

 

**and**

 
| ***Name of the Data Importing Organization  [Name of Contractor]***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***Address****                                                                                                                  *                                                              |
| **                                                                                                                              ** |
| ***tel:****                                      **;***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ***fax:****                                    **;*** | ***e-mail:****                                * | * * |

* *

***Other information needed to identify the organization***

 

**Abovenamed organization shall hereby be known as “**the Data**Importer”**

 

**HAVEAGREED**on the following contractual clauses (‘the **Clauses**”) in order to adduce adequatesafeguards with respect to the protection of privacy and fundamental rights andfreedoms of individuals for the transfer by the Data Exporter to the DataImporter of the personal data specified in Appendix 1 of Article 26(2) ofDirective 95/46/EC.

 

*Clause1*

 

**Definitions**

 

For the purposes of theClauses:

 

(a)                     ***“personal data”, “special categoriesof data”, “process/processing”, “controller”, “processor”, “Data Subject”*****and ***“Supervisory Authority”*****shall have the same meaning as inDirective 95/46/EC of the European Parliament and of the Council of 24 October

 

B-1

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1995 .on the protectionof individuals with regard to the processing of personal data and on the freemovement of such data (“the Directive”)(1);

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(1)                     Partiesmay reproduce Directive 95/46/EC’s definitions and meanings within this clauseif they considered it better for the contract to stand-alone.

 

(b)                    “the ***Data Exporter***”**shall mean the Controller who transfersthe Personal Data;

 

(c)                     “the ***Data Importer***”**shall mean the processor who agrees toreceive from the Data Exporter personal data intended for processing on hisbehalf after the transfer in accordance with his instructions and the terms ofthese Clauses and who is not subject to a third country’s system ensuringadequate protection;

 

(d)                    “the **Applicable Data Protection Law**” shall meanthe legislation protecting the fundamental rights and freedoms of naturalpersons and, in particular, their right to privacy with respect to theprocessing of personal data applicable to a Data Controller in the Member Statein which the Data Exporter is established;

 

(e)                     “**technical and organizational security measures**”shall mean those measures aimed at protecting personal data against accidentalor unlawful destruction or accidental loss, alteration, unauthorised disclosureor access, in particular where the processing involves the transmission of dataover a network, and against all other unlawful forms of processing.

 

*Clause2*

 

**Detailsof the transfer**

 

The details of thetransfer and in particular the special categories of personal data whereapplicable are specified in Appendix 1 which forms an integral part of theClauses.

 

*Clause3*

 

**Third-partybeneficiary clause**

 

The Data Subject canenforce against the Data Exporter this Clause, Clause 4 (b) to (h), Clause5 (a) to (e), and (g), Clause 6 (1) and (2), Clause 7, Clause 8 (2),and Clauses 9,10 and 11, as third-party beneficiaries.

 

The Data Subject canenforce against the Data Importer this Clause, Clause 5 la) to (e) and(g), Clause 6 (1) and (2), Clause 7, Clause 8 (2), and Clauses 9.10 and11, in cases where the Data Exporter has factually disappeared or has ceased toexist in law.

 

The parties do not objectto a Data Subject being represented by an association or other body if the DataSubject so expressly wishes and if permitted by national law.

 

*Clause*4

 

**Obligationsof the Data Exporter**

 

The Data Exporter agreesand warrants:

 

(a)                     that theprocessing, including the transfer itself, of the personal data has been andwill continue to be carried out in accordance with the relevant provisions ofthe applicable data protection law (and, where applicable, has been notified tothe relevant Authorities of the Member State where the Data Exporter isestablished) and does not violate the relevant provisions of that State;

 

(b)                    that he hasinstructed and throughout the duration of the personal data processing serviceswill instruct the Data Importer to process the personal data transferred onlyon the Data Exporter’s behalf and in accordance with the applicable dataprotection law and these clauses;

 

B-2

----

 

(c)                     that the DataImporter shall provide sufficient guarantees in respect of the technical andorganizational security measures specified in Appendix 2 to this contract;

 

(d)                    that afterassessment of the requirements of the applicable data protection law, thesecurity measures are appropriate to protect personal data against accidentalor unlawful destruction or accidental loss, alteration, unauthorized disclosureor access, in particular where the processing involves the transmission of dataover a network, and against all other unlawful forms of processing, and thatthese measures ensure a level of security appropriate to the risks presented bythe processing and the nature of the data to be protected having regard to thestate of the art and the cost of their implementation;

 

(e)                     that he willensure compliance with the security measures;

 

(f)                       that, ifthe transfer involves special categories of Data, the Data Subject has beeninformed or will be informed before, or as soon as possible after, the transferthat his data could be transmitted to a third country not providing adequateprotection;

 

(g)                    that he agreesto forward the notification received from the Data Importer pursuant to Clause5(b) to the Data Protection Supervisory Authority if he decides tocontinue the transfer or to lift his suspension;

 

(h)                    to makeavailable to the Data Subjects upon request a copy of the Clauses set out inthis Annex, with the exception of Appendix 2 which shall be replaced by asummary description of the security measures.

 

*Clause5*

 

**Obligationsof the Data Importer(2)**

 

The Data Importer agreesand warrants:

 

(a)                     to processthe Personal Data only on behalf of the Data Exporter and in compliance withhis instructions and the clauses; if he cannot provide such compliance forwhatever reasons, he agrees to inform promptly the Data Exporter of hisinability to comply, in which case the Data Exporter is entitled to suspend thetransfer of data and/or terminate the contract;

 

(b)                    that he has noreason to believe that the legislation applicable to him prevents him fromfulfilling the instructions received from the Data Exporter and his obligationsunder the contract and that in the event of a change in this legislation whichis likely to have a substantial adverse effect on the warranties andobligations provided by the Clauses, he will promptly notify the change to theData Exporter as soon as he is aware, in which case the Data Exporter isentitled to suspend the transfer of data and/or terminate the contract;

 

(c)                     that he hasimplemented the technical and Organizational security measures specified inAppendix 2 before processing the personal data transferred;

 

(d)                    that he shall promptlynotify the Data Exporter about:

 

(i)                       any legallybinding request for disclosure of the personal data by a law enforcementauthority unless otherwise prohibited, such as a prohibition under criminal lawto preserve the confidentiality of a law enforcement investigation;

----

(2)                     Mandatory requirements of the nationallegislation applicable to the Data Importer which do not go beyond what isnecessary in a democratic society on the basis of one of the interests listedin Article 13(1) of Directive 95/46/EC, that is, if they constitute anecessary measure to safeguard national security, defence, public security, theprevention, investigation, detection and prosecution of criminal offences or ofbreaches of ethics for the regulated professions, an important economic orfinancial interest of the State or the protection of the data subject or therights and freedoms of others, are not in contradiction with the standardcontractual clauses. Some examples of such mandatory requirements which do notgo beyond what is necessary in a democratic society are, inter alia,internationally recognised sanctions, tax-reporting requirements oranti-money-laundering reporting requirements.

 

B-3

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(ii)                    any accidentalor unauthorised access; and

 

(iii)                 any requestreceived directly from the data subjects without responding to that request,unless he has been otherwise authorised to do so.

 

(e)                     to dealpromptly and properly with all inquiries from the Data Exporter relating to hisprocessing of the Personal Data subject to the transfer and to abide by theadvice of the Supervisory Authority with regard to the processing of the datatransferred;

 

(f)                       at therequest of the Data Exporter to submit his data processing facilities for auditof the processing activities covered by the clauses which shall be carried outby the Data Exporter or an inspection body composed of independent members andin possession of the required professional qualifications bound by a duty ofconfidentiality, selected by the Data Exporter, where applicable, in agreementwith the Supervisory Authority;

 

(g)                    to makeavailable to the Data Subject upon request a copy of the Clauses set out inthis Annex, with the exception of Appendix 2 which shall be replaced by a summarydescription of the security measures in those cases where the Data Subject isunable to obtain a copy from the Data Exporter.

 

*Clause6*

 

**Liability**

 

1.                          Theparties agree that a Data Subject who has suffered damage as a result of anyviolation of the provisions referred to in Clause 3 is entitled to receivecompensation from the Data Exporter for the damage suffered.

 

2.                          If aData Subject is not able to bring the action referred to in paragraph 1 arisingout of a breach by the Data Importer of any of his obligations referred to inClause 3 against the Data Exporter because the Data Exporter has disappearedfactually or has ceased to exist in law or became insolvent, the Data Importeragrees that the Data Subject may issue a claim against the Data Importer as ifhe were the Data Exporter.

 

3.                          Theparties agree that if one party is held liable for a violation of the clausescommitted by the other party, the latter will, to the extent to which it isliable, indemnify the first party for any cost, charge, damages, expenses orloss it has incurred.

 

Indemnification iscontingent upon:

 

(a)                    the DataExporter promptly notifying the Data Importer of a claim; and

 

(b)                   the DataImporter being given the possibility to cooperate with the Data Exporter in thedefence and settlement of the claim(3).

----

(3)       Paragraph 3 is optional.

 

*Clause7*

 

**Mediationand Jurisdiction**

 

1.                          The DataImporter agrees that if the Data Subject invokes against him third-partybeneficiary rights and/or claims compensation for damages under the clauses,the Data Importer will accept the decision of the Data Subject:

 

(a)                    to refer thedispute to mediation, by an independent person or, where applicable, by theSupervisory Authority;

 

(b)                   to refer thedispute to the courts in the Member State in which the Data Exporter isestablished.

 

2.                          The DataImporter agrees that, by agreement with the Data Subject, the resolution of aspecific dispute can be referred to an arbitration body if the Data Importer isestablished

 

B-4

----

 

in a country that hasratified the New York Convention on enforcement of arbitration awards.

 

3.                          Theparties agree that the choice made by the Data Subject will not prejudice hissubstantive or procedural rights to seek remedies in accordance with otherprovisions of national or international law.

 

*Clause8*

 

**Cooperationwith Supervisory Authorities**

 

1.                          The DataExporter agrees to deposit a copy of this contract with the SupervisoryAuthority if it so requests or if such deposit is required under the applicabledata protection law.

 

2.                          Theparties agree that the Supervisory Authority has the right to conduct an auditof the Data Importer which has the same scope and is subject to the sameconditions as would apply to an audit of the Data Exporter under the applicabledata protection law.

 

*Clause9*

 

**GoverningLaw**

 

The Clauses shall begoverned by the law of the Member State in which the Data Exporter isestablished, namely [Enter name of European Union Country]

 

*Clause10*

 

**Variationof the contract**

 

The parties undertake notto vary or modify the terms of the Clauses.

 

*Clause11*

 

**Obligationafter the termination of Personal Data Processing Services**

 

1.                          Theparties agree that on the termination of the provision of Data ProcessingServices, the Data Importer shall, at the choice of the Data Exporter, returnall the personal data transferred and the copies thereof to the Data Exporteror shall destroy all the personal data and certify to the Data Exporter that hehas done so, unless legislation imposed upon the Data Importer prevents himfrom returning or destroying all or part of the personal data transferred. Inthat case, the Data Importer warrants that he will guarantee theconfidentiality of the personal data transferred and will not actively processthe personal data transferred anymore.

 

2.                          The DataImporter warrants that upon request of the Data Exporter and/or of theSupervisory Authority, he will submit his data processing facilities for anaudit of the measures referred to in paragraph 1.

 

B-5

----

 

**Onbehalf of the Data Exporter**

 
| Name (written out in full):                                                    |
|--------------------------------------------------------------------------------|
| Position:                                                                      |
| Address:                                                                       |
| Other information necessary in order for the  contract to be binding (if any): |
|                                                                           |
| Signature                                                                      |   |   |
|                                                                           |   |   |
|                                                                           |   | (stamp of Organization) |

 
| Name (written out in full):                                                    |
|--------------------------------------------------------------------------------|
| Position:                                                                      |
| Address:                                                                       |
| Other information necessary in order for the  contract to be binding (if any): |
|                                                                           |
| Signature                                                                      |   |   |
|                                                                           |   |   |
|                                                                           |   | (stamp of Organization) |

 

B-6

----

 

**APPENDIX1 to the Standard Contractual clauses**

 

**Thisappendix forms part of the Clauses and must be completed and signed by theparties (“The Member States may complete or specify, according to theirnational procedures, any additional necessary information to be contained inthis Appendix)**

 

***Data Exporter***

The Data Exporter is *(please specify briefly your activities relevant tothe transfer):*

 

 

***Data Importer***

The Data Importer is *(please specify briefly your activities relevant tothe transfer):*

 

 

***Data Subjects***

The personal datatransferred concern the following categories of Data Subjects *(please specify):*

 

 

***Categories of data***

The personal datatransferred concern the following categories of data *(please specify):*

 

 

***Special Categories of data (if appropriate)***

The personal datatransferred concern the following special categories of data *(please specify):*

 

 

***Processing Operations***

The personal datatransferred will be subject to the following basic processing activities *(please specify):*

 

 

 

 

 
| DATA EXPORTER |   | DATA IMPORTER |
|---------------|--------|---------------|
|          |   |          |   |   |
|          |   |          |   |   |
| Name:         |   |          |   |   |
|          |   |          |   |   |
|          |   |          |   |   |
| Authorized    |   |          |   |   |
| Signature     |   |          |   |   |

 

B-7

----

 

**APPENDIX2 to the Standard Contractual Clauses**

 

**Thisappendix forms part of the Clauses and must be completed and signed by theparties**

Description of thetechnical and Organizational security measures implemented by the Data Importerin accordance with Clauses 4(d) and 5(c) (or document/legislationattached:

 

 

 

 

 

 

 

 

B-8

----

 

**Addendum C To be Signed by All Workers At Initiation of Task Order**

 

**Secrecy and Inventions Agreement**

 

All Contractor andSubcontractor personnel who are assigned to perform work, services or tasks forthe Company are required to sign the following Agreement.

 

Dear                                                        :

 

You have been assigned by                                                          (“Contractor”) to perform contract services for General ElectricCompany, General Electric International, Inc. or an affiliate orsubsidiary of the foregoing (individually and collectively, the “Company”). Asa condition of Contractor’s engagement by Company, it is a requirement that youagree (i) to hold in confidence information that you learn about theCompany as a result of your work, and (ii) that the results of your workwill be owned by the Company.

 

This Agreement is for thebenefit of the Company.

 

1.                         Conflictof Interest. You warrant that your work with the Company will not in anyway conflict with any obligations you may have in favor of prior or otheremployers or in favor of other persons or entities. You further warrant that,during the time you are providing services to the Company, you will refrainfrom any other activities that would present a conflict of interest with yourwork on behalf of the Company.

 

2.                         Secrecy.You agree to hold in confidence all proprietary and confidential informationthat you obtain from, or as a result of your work for the Company, or that youdevelop for the Company, and you agree not to use for your own benefit or forthe benefit of others, or disclose to others, at any time during or aftertermination of your work for the Company, such information without the priorwritten consent of the Company. You also agree that you will not knowinglydisclose to the Company any information that is the secret, confidential, orproprietary information of any other person or entity. Confidential informationincludes, but is not limited to, all non-public information furnished or madeavailable to you orally or in writing in connection with your work for the Companyor developed by you, such as data, ideas, concepts, procedures, agreements,deliverables, notes, summaries, reports, analyses, compilations, studies,lists, charts, surveys and other materials, both written and oral, in whateverform maintained concerning the business of the Company or the Company’scustomers and/or vendors. Confidential information also includes any personaldata you may be furnished with or exposed to in the performance of your workfor the Company. Confidential information excludes all information andmaterials that are or become publicly available through means other thanthrough the violation of an obligation of confidentiality to the Company or anyother party. Your obligation of confidentiality shall continue in effect (a) forseven years following the date you last provided services to the Company withrespect to all confidential information that is not a trade secret, (b) foras long as such confidential information remains a trade secret underapplicable law, with respect to confidential information that is a tradesecret, and (c) in perpetuity with respect to all personal or customerdata.

 

3.                         Inventions.You agree that any work product that you produce in providing services to theCompany and any inventions, developments, suggestions, ideas, innovations,concepts or reports conceived, created, developed or discovered by you as apart or a result of your to the Company (a “Development”) shall be the soleproperty of, the Company. You agree to promptly notify the Company of anyDevelopment, and, if

 

C-1

----

 

deemed necessary ordesirable by the Company, you agree to execute any documents provided by theCompany to convey or perfect ownership in any such Development in the Companyor its designee, including an assignment in the form attached to this agreementor as otherwise provided. You agree to cooperate with the Company, at theCompany’s expense, in obtaining, maintaining or sustaining patents or otherintellectual property protection anywhere in the world with respect to any suchDevelopments. Should any such Developments be the result of combined effortswith, or the invention of, any person or persons, other than yourself, you willso inform the Company of this at the time you notify the Company of theDevelopment. Your obligations under this letter will survive any termination ofyour agreement with the Company and any expiration or termination of any TaskOrder or other agreement with the Company under which you are performing services.

 

4.                         Copyrights.You agree that all copyrightable material that results from services performedby you for the Company shall belong exclusively to the Company. If by operationof law any such copyrightable materials are deemed not to be works made forhire, then you hereby assign, and agree to assign in the future, to the Companythe ownership of such materials and the copyrights for the same. The Companymay obtain and hold in its own name copyrights, registrations, and otherprotection that may be available with respect to such copyrightable material,and you agree to provide the Company any assistance required to perfect suchprotection. **You also agree to waive any “artist’srights”, “moral rights”, or other similar rights you might otherwise have inany copyrightable materials you develop during the term of this Agreement. Tothe extent you cannot effectively waive such rights, you agree not to seek toenforce such rights against the Company or any purchaser or licensee of suchmaterials from the Company.**

 

5.                         Employer-employeeRelationship. In furnishing services to the Company under any Task Order orother agreement between the Company and Contractor, you will not be an employeeof the Company and will not by reason of this agreement or the performance ofyour services be entitled to participate in or receive any benefit or rightunder any of it’s the Company’s employee benefit or welfare plans, including,without limitation, employee insurance, pension, savings and stock bonus, andsavings and security plans.

 

6.                         GoverningLaw. This agreement, its validity, performance, construction and effectshall be governed by the laws of the State of New York, United States ofAmerica, excluding its conflict of laws rules. The laws of the United States ofAmerica shall govern issues involving the creation, protection, or exercise ofrights in Intellectual Property.

 

If the foregoing termsare acceptable to you as a condition for performing services for the Company,please indicate your acceptance by signing one copy of this letter andreturning it to us. You may retain the other copy for your information andfile.

 

Very truly yours,

 

Company

 
| By:       |   |   |
|-----------|--------|--------|
|      |   |
| ACCEPTED: |   |
|      |   |
| Date:     |   |

 

C-2

----

 

**Addendum C-1**

 

**For Execution By Contractors,Subcontractors and Workers Upon Completion of a Task Order**

 

**Assignment of Rights**

 

This is anAssignment made on                               ,200   , between              (“Assignor” or “you”) and                                                          (“Company”, “us” or “we”).

 

This Assignmentrelates to any work product, invention, development, suggestion, idea,innovation, concept or report conceived, created, developed or discovered byAssignor in connection with services provided by Assignor to the Company underTask Order             (the “WorkProduct”), which Work Product may be more specifically described in Annex A tothis Assignment.

 

You represent thatyou are the sole creator (or have noted other contributors below) of the WorkProduct and that the Work Product is original and exclusive to the Company, hasnot been previously sold in any form, is not in the public domain and does notinfringe upon any statutory copyright or upon any common law right, proprietaryright or any other right of any third party; that you have not previouslyassigned, pledged or otherwise encumbered the same; and that you have fullpower to enter into this Assignment and to make the transfer provided for inthis Assignment.

 

You herebytransfer and assign to us any and all rights you might have in the WorkProduct, including any right, title, and interest in and to the physicalembodiment of the Work Product and to any copyright or other intellectualproperty right in the Work Product. You acknowledge that this transfer is infurtherance of your [and your employer’s obligations] to the Company underprior agreements.

 

You hereby agreeto waive or in any case to not enforce any “moral rights”, “artist’s rights”,or other similar rights, you might have in relation to the Work Product

 

You acknowledgethat this Assignment transfers complete ownership in the Work Product, thecopyright and any other intellectual property right in the Work Product to theCompany, and therefore forecloses your use, sale, authorizing the sale by anythird party of, reproducing, licensing or otherwise exploiting the WorkProduct. This Assignment imposes no obligation on the Company to use the WorkProduct.

 

This Agreement,its validity, performance, construction and effect shall be governed by thelaws of the State of New York, United States of America and by the laws of theUnited States, excluding its conflict of laws rules.

 

In WitnessWhereof, the parties have executed this Assignment on the day and year firstabove written.

 

List of OtherContributors, if any:                                                                                                            

 

 
|   | ASSIGNOR |
|--------|----------|
|   |     |   |
|   | By:      |   |
|   | Date:    |   |
|   |     |   |
|   | GE       |

 

C-3

----

 
|   | By:    |   |
|--------|--------|--------|
|   | Title: |   |
|   | Date:  |   |
|   |   |   |

 

 
| STATE OF  | )      |
|-----------|--------|
|      | ) SS   |
|      |   |
| COUNTY OF | )      |

 

The foregoingAssignment was acknowledged before me this                      day of                                     ,          , by                                  ,[                                 of                                                ].

 
|   |   |                |
|--------|--------|---------------------|
|   |   | Notary Public       |
|   |   |                |
|   |   | Commission Expires: |

 

 
| STATE OF  | )      |
|-----------|--------|
|      | ) SS   |
|      |   |
| COUNTY OF | )      |

 

The foregoingAssignment was acknowledged before me this                      day of                                     ,          , by                                  ,[                                of                                                .

 
|   |   |                |
|--------|--------|---------------------|
|   |   | Notary Public       |
|   |   |                |
|   |   | Commission Expires: |

 

C-4

----

 

**ADDENDUM D**

 

**GE GUIDELINES FOR WORKERS ASSIGNED TO GE “SECURITY SENSITIVE” POSITIONS**

 

**I.              The term “security sensitiveposition” as used in connection with the background checking of certain ServiceProvider workers means any position which requires that the incumbent performor be responsible for performing duties which:**

 

(i)                       aredirectly related to the safe operation or security of a GE facility, piece ofequipment or electronic data system or financial/accounting system, and

 

(ii)                    which, if notperformed properly, could constitute a serious environmental, health or safetyhazard to employees or the general public or a serious breach of securityrespecting the Company’s proprietary rights or financial, accounting or othersystems.

 

This term shall also includepositions which, although not characterized by the above criteria, areotherwise subject to this designation because they are located at a GE worksitethat is designated in its entirety as “security sensitive” or have access tocertain security sensitive operations or facilities, even though the workresponsibilities, if performed in another context, would not be securitysensitive. Subject to applicable law, this designation shall be determinedsolely by GE on a business-by-business basis.

 

 

**II.            Actions or events that preclude theService Provider or subcontractor from assigning an employee, worker, agent, orsubcontractor, or other personnel (“Worker”) to a GE worksite or facility in a “securitysensitive” position:**

 

(a)           A Worker is serving probation for anycriminal conviction, whether or not a felony.

 

(b)           The Worker misrepresents informationprovided to his/her employer on the employment application or pre-placementquestionnaire.

 

Care should be taken toensure that decisions are in accordance with applicable state and federalregulations regarding hiring practices. Service Provider should consult withits local Human Resources and/or Legal Department to ensure compliance withthese guidelines and applicable law. In general, however, these regulationsprohibit disqualifying an applicant solely on the basis of a felony ormisdemeanor conviction unless the conviction relates to dishonesty or breach oftrust; or a matter that directly relates to the Worker’s suitability forassignment to the position for which he or she is intended.

 

**III.           Actions or events that require theService Provider or subcontractor to notify GE and seek approval prior toassigning a Worker to a GE worksite or facility in a “security sensitive”position.**

 

(a)           The Worker has been convicted of, orpled guilty to, any of the following felonies at any time.

 

Homicide

Burglary

Aggravated Assault

Criminal Sexual Abuse

Kidnapping, Abduction,Unrestraint

 

D-1

----

 

Threatening or. Harassing

Altering or tamperingwith Motor Vehicle ID Numbers

All offenses involvingdrugs

Offenses involvingCriminal enterprises and Racketeering

Prostitution, SexualExploitation of minors, and Obscenity

Individual Rights(Peonage, Involuntary Servitude, and Slave Trade)

Antitrust

Public Safety (Explosivesand Arson, Firearms, Mailing Injurious Articles)

 

(b)           Other types of felonies andmisdemeanors should also result in exclusion for a GE “security sensitive”assignment if the nature of the act is such that it would cause us to doubt thetrustworthiness of the Worker; or assigning the Worker to GE could cause GE tobe put in a significantly increased risk of litigation or negative publicity.

 

(c)           In reaching a placement decision inlight of (a) and (b) above, consideration should be given to factorsthat may mitigate the doubts and/or risks noted above. These factors mayinclude such things as the circumstances surrounding the act(s) orevent(s), the amount of time that has elapsed since the conviction, the age of theindividual when he/she committed the act and whether there have been repeatedincidences of unlawful acts.

 

D-2

----

** **

**Global Delivery Addendum**

** **

This Addendum is made on August 3,2006 and is applicable from 1st January 2007.

 

**Between:**

** **

General ElectricInternational, Inc., a Delaware corporation (the “COMPANY”) with its headoffice at Two Corporate Drive, Shelton, CT.

 

**And:**

** **

Patni Computer SystemsLimited, a Corporation (“CONTRACTOR”) with its offices at Akruti Softech Park, MIDC Cross Road No. 21, Andheri(EAST), Mumbai 400093, INDIA.

 

Having negotiated anInformation Technology Services agreement dated August 3, 2006 to extend the status of CONTRACTOR as a GE certifiedGlobal Development Center through December 31,2009 (the AGREEMENT), COMPANY and CONTRACTOR intend to enter into a supplemental addendum to encourage the growth ofthe CONTRACTOR’S relationship with theCOMPANY.

 

The parties now wish toset forth the following terms of the global delivery operations for the Software Services that COMPANY acquires andCONTRACTOR provides as per AGREEMENT.

 

1.                          The target LCC price across COMPANY will not exceed$16/hr averaged for the full LCC volumedelivered by the CONTRACTOR. Following considerations will apply:

 

·                       Pricesfor individual Task Orders may vary based on LCC location, skills and other conditions as mutually agreed to the execution ofthe Task Order

·                       Performanceagainst the target average LCC price will be reviewed on a quarterly basisstarting July 1, 2007.

 

2.                            CONTRACTORcommits to achieving the LCC leverage target of 85% by December 31, 2007.

 

3.                            CONTRACTORwill grant COMPANY service credits beginning January 1, 2007 through the term of the agreement. Service Credits earnedduring each quarter would be computed @1.45%of the total value of the invoices raised during that quarter. CONTRACTOR will also grant additional service credits towards thecost of maintaining the eGDC suite of applicationsfrom January 1, 2007 through the term of the agreement, provided however that these additional service credits shall notexceed annual amount of $160,000. The followingdetails terms on usage of Service Credits.

·                       ServiceCredits can be redeemed only in theform of offshore work.

·                       ServiceCredits can be redeemed only for newpurchase orders.

 

4.                            Onrequest from CONTRACTOR, COMPANY personnel may agree to participate in knowledge and best practice sharing sessions atvarious industry events.

 

5.                            To supportthe globalization initiatives anticipated under this agreement, the agreement issigned between COMPANY and Patni Computer Systems Limited, INDIA.

 

 

----

 

6.                          TheCONTRACTOR commits to deliver services out of global LCC facilities as per the following plan:

 

·                            Ratioof services delivered from India-Mexico-China-Others will progress as follows

 

·                       December 31,2007: 100-0-0-0

·           December 31, 2008: 90-0-5-5

·                       December 31, 2009: 80-0-15-5

 

** **

----

** **

**Critical Value Measure Consequences:**

** **

Scorecard:

 

LCC Leverage >= 85%Target Average LCC Rate <=$16.00 (based on 2000 hours = FTE)Global Diversity 50 - 20 - 20 - 10O360 and/or NPS as Quality Measure

 

Measures collected andreported monthly. Evaluated on a quarterly basis. Consequence Level:

 

LEVEL 1 - CorporateReview with 6+1 GDC Leadership with response:GDC Improvement Plan (roadmap, correctiveaction)

 

LEVEL 2 - CorporateReview with Steering Committee with response:Order Embargo - Limited

 

LEVEL 3 - CorporateReview with IM Council:Order Embargo - ComprehensiveWork transition plansTask order Reduction

 

LEVEL A - ContractTermination:GDC certification revokedGDC MSA cancelled and removal within 12 months

 

COMPANY can choose to useany of the above tools.

 

CONTRACTOR understandsand agrees to the above measurement model.

 
| **GENERAL ELECTRIC INTERNATIONAL, INC.** |                     | **Patni Computer Systems Limited** |
|------------------------------------------|--------------------------|------------------------------------|
|                                     |                     |                               |   |   |
| By:                                      | /s/ Steven John Morrison |                               | By: | /s/ Sunil Chitale |
| Name:                                    | Steven John Morrison     |                               | Name: | Sunil Chitale |
| Title:                                   | GDC Director             |                               | Title: | Senior Vice President |
| Date:                                    | 3rd August 2006     |                               | Date: | Aug 3, 2006 |
|                                          |                          |                                    |  |  |  |  |

 

 

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