Exhibit 10.6


 


OUTSOURCING SERVICES

SEPARATION AGREEMENT


 


OUTSOURCING SERVICES SEPARATION AGREEMENT,
dated as of         , 2004 (this
“Agreement”), among GE Capital International Services (“GECIS”), a corporation
duly formed and existing under the laws of India with a place of business at
AIFACS Building, 1 Rafi Marg, Delhi-110001 and a Corporate office at GE Towers,
Sector Road, Sector 53, DLF City, Phase 5, Gurgaon, Haryana, and a wholly-owned
subsidiary of General Electric Capital Corporation, a Delaware corporation
(“GECC”), GECC, General Electric Company (“GE”) and Genworth Financial, Inc., a
Delaware corporation.


 


W I T N E S S E T H:


 


WHEREAS, GE and GECC have determined to
consolidate the Genworth business, including Genworth and certain of its Affiliates
(collectively, unless the context otherwise requires, “Genworth”), into a
separate corporate structure with Genworth acting as the parent entity for the
Genworth business, and have further determined to divest a controlling interest
in the stock of Genworth (the “Separation”) and, as part of such divestiture,
to conduct an initial public offering of the common stock of Genworth (the
“IPO”);


 


WHEREAS, GECIS and certain of its Affiliates
(collectively, unless the context otherwise requires, “GECIS”) and Genworth and
certain of its predecessors are parties to a series of Master Outsourcing
Agreements and related Project Specific Agreements (the “PSAs”) and certain
other service agreements (collectively, the “MOAs”) calling for the provision
of certain services by GECIS to Genworth; and


 


WHEREAS, in anticipation of the proposed
Separation, GECIS and Genworth have determined that it is appropriate to amend
the terms of the MOAs as set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the
premises and the representations, warranties, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:


 


1.             Agreement to Amend MOAs.


 


The parties agree to amend and/or restate, or
cause to be amended and/or restated, each of the MOAs to reflect the
modifications set forth in the attached Exhibits A, B and C,
with such changes therein as may be necessary to appropriately reflect any
unique provisions of any MOA (such changes to be negotiated and agreed upon in
good faith in a commercially reasonable manner) or as may be necessary to
obtain all necessary approvals of the amended and restated MOAs by governmental
agencies, effective as of the Closing Date of the IPO or such later date as the
parties may agree upon in writing.  The
parties will agree upon the definitive forms of such amendments and/or
restatements prior to the Closing Date and the effectiveness of such amendments
and restatements shall be contingent upon (i) delivery of the Firm Public
Offering Shares to the Underwriters against payment therefor and (ii) receipt
by Genworth of all necessary approvals of such amended and restated MOAs by all
governmental agencies.  GECIS will
cooperate with Genworth as it may reasonably request in obtaining all such
approvals.  In the event of any conflict
between the provisions of such amended and restated MOAs and any effective PSAs
relating to such MOAs, the parties will negotiate in good faith to resolve such
conflicts in a commercially reasonable manner. 
If the parties are unable to resolve such conflicts, the provisions of
the amended and/or restated MOA shall control. 
The provisions of Exhibit A, B and C are intended
to be in addition to the provisions of each MOA, provided, that in the event of
any conflict between the provisions of such Exhibits and any MOA, the
provisions of such Exhibits shall control. 
Unless otherwise expressly agreed by the parties to an MOA, matters
arising prior to the effective date of any amended and restated MOA will be
governed by the provisions of the MOA in effect prior to such amendment and
restatement.


 


2.             Carve-Out Option.


 


Commencing with the Closing Date, and until
the termination or, expiration of all of the MOAs, Genworth, or its designee,
shall have the option, exercisable upon the occurrence of any one of the
Carve-Out Conditions (as defined in Exhibit B), to require GECIS or its
Affiliates, as applicable, to transfer or cause to be transferred to Genworth
or its designee, the Resources (as defined in Exhibit B) employed by
GECIS or such Affiliates to provide the services


 


 


 


 


CONFIDENTIAL TREATMENT REQUESTED


 


CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL
TREATEMENT HAS BEEN REQUESTED IS OMITTEED AND IS NOTED WITH “**”.


AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED


SEPARATELY WITH THE SECURITIES AND


EXCHANGE COMMISSION.


 


 

















 


to Genworth and any other entity receiving
services from GECIS on the terms and conditions set forth on Exhibit B.  The exercise of such option shall, in each
case, be subject to the receipt by Genworth and its Affiliates or its designee
and GECIS and its Affiliates of all necessary approvals of governmental agencies.  GECIS will cooperate with Genworth and its
designees as they may reasonably request in obtaining all such approvals.  No acquiror of a business operation divested
by Genworth shall be entitled to exercise the Carve-Out Option.


 


3.             Waiver
of Change of Control Provisions. 
GECIS agrees that the transactions contemplated by the Separation and
the IPO shall not be deemed to constitute a “change of control” for purposes of
Section 6.3 of the MOAs (which addresses the acquisition by a party other than
GE of more than fifty percent of the voting
control or assets of a party to an MOA) , or any similar provision of
the MOAs and PSAs, and irrevocably waives any rights it may have to terminate
or modify the terms of any MOA or PSA as a result of such transactions.


 


4.             Entire Agreement.  Except as otherwise expressly provided in
this Agreement, this Agreement (including the Exhibits attached hereto)
constitutes the entire agreement of the parties hereto with respect to the
subject matter of this Agreement and supersedes all prior agreements and
undertakings, both written and oral, between or on behalf of the parties hereto
with respect to the subject matter of this Agreement.


 


5.             Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or
as a matter of public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
to this Agreement shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in a
mutually acceptable manner in order that the transactions contemplated by this
Agreement be consummated as originally contemplated to the greatest extent
possible.


 


6.             Assignment; No Third-Party
Beneficiaries.  This Agreement shall
not be assigned by any party hereto without the prior written consent of the other
parties hereto.  This Agreement is for
the sole benefit of the parties to this Agreement and their permitted
successors and assigns and, except for beneficiaries of the indemnities set
forth in Exhibit A, nothing in this Agreement, express or implied, is
intended to or shall confer upon any other Person or entity any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


7.             Amendment.  No provision of this Agreement may be
amended or modified except by a written instrument signed by all the parties to
such agreement.  No waiver by any party
of any provision hereof shall be effective unless explicitly set forth in
writing and executed by the party so waiving. 
The waiver by either party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other subsequent
breach.


 


8.             Rules of Construction.  Interpretation of this Agreement shall be
governed by the following rules of construction:  (a) words in the singular shall be held to include the plural and
vice versa and words of one gender shall be held to include the other gender as
the context requires, (b) references to the terms Article, Section, paragraph,
Exhibit and Schedule are references to the Articles, Sections, paragraphs,
Exhibits and Schedules to this Agreement unless otherwise specified, (c) the
word “including” and words of similar import shall mean “including, without
limitation,” (d) provisions shall apply, when appropriate, to successive events
and transactions, (e) the table of contents and headings contained herein are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement and (f) this Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to be
drafted.


 


9.             Dispute Resolution.  Any dispute, controversy or claim
arising out of or relating to the transactions contemplated by this Agreement,
or the validity, interpretation, breach or termination of any provision of this
Agreement shall be resolved in accordance with the dispute resolution mechanism
described in Exhibit C.


 


10.           Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart of any such Agreement.


 


2

















 


11.           Governing Law.  This Agreement shall be governed by and
construed and interpreted in accordance with the Laws of the State of New York
irrespective of the choice of laws principles of the State of New York other
than Section 5-1401 of the General Obligations Law of the State of New York.


 


[The remainder of
this page is intentionally left blank]


 


3

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed on the
date first written above by their respective duly authorized officers.


 


	
   

  	
  GENERAL ELECTRIC COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CAPITAL INTERNATIONAL SERVICES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


4

















 


EXHIBIT A


Amendments to MOAs


 


Each of the
outstanding MOAs shall be amended as set forth in Section 1 of this Agreement
to provide as follows:


 


	
  Item

  	
   

  	
  Term

  
	
  Services:

  	
   

  	
   

  
	
  BCP/DRP Plans:

  	
   

  	
  •      GECIS shall maintain Business Continuity
  and Disaster Recovery Plans (“BCP/DRP”) for “Mission Critical” operations
  within the Genworth processes

  
	
   

  	
   

  	
  •      Genworth shall identify the operations
  to be earmarked as “Mission Critical”. Genworth and GECIS shall mutually
  agree on the BCP/DRP plan, including such plan during an event of force
  majeure, and implementation; provided, however, the specific requirements to
  be satisfied by the plan shall be solely determined by Genworth.

  
	
   

  	
   

  	
  •      BCP/DRP shall be provided in accordance
  with the pricing mechanism described below.

  
	
   

  	
   

  	
   

  
	
  Changing location:

  	
   

  	
  Except as provided in the BCP/DRP, GECIS shall not change or move the
  original location for the performance of the Services, without the prior
  written consent of Genworth.

  
	
   

  	
   

  	
   

  
	
  Divestitures:

  	
   

  	
  If Genworth divests any business operation (other than pursuant to a
  transaction that would constitute a Change of Control), GECIS will provide
  the services provided under any MOA or PSA to such operation if such operation
  (i) used the services prior to being divested, (ii) after being divested uses
  either essentially the same services as before being divested, or Genworth or
  the acquiring entity compensates GECIS to modify its systems or processes
  used to perform and provide the services as necessary to accommodate the use
  of the services as reasonably requested by the acquiring entity, (iii) the
  acquiror of such operation agrees to be subject to the provisions of the MOA
  and related PSAs, and (iv) Genworth is not in payment default at the time of
  the request, but, in that case, GECIS must provide support if paid in
  advance.  At Genworth’s option, GECIS
  and such acquiror shall enter into a separate MOA and PSA providing for the
  provision of the services, which agreements shall be on substantially the
  same terms and conditions as are set forth in the applicable MOA and PSA,
  with such changes therein as the parties may agree upon.  GECIS shall charge for the continuing
  performance and delivery of such services based on the then existing charging
  methodologies and may charge Genworth or the acquiring entity for the
  reasonable implementation and set-up fees relating to the extension of the
  services to such entity.  GECIS and
  the acquiring entity will negotiate in good faith for up to 120 days
  following the divestiture to agree upon alternative terms and conditions that
  will apply to the provision of the services to such entity by GECIS.  If they are unable to so agree, at the
  request of the acquiring entity, GECIS shall be required to provide the
  services to such acquiring entity until the earlier of (i) the last day of
  the 12th month following such 120-day negotiation period and (ii)
  the termination date of the applicable MOA and related PSAs, provided,
  that if GECIS is requested to provide such services for less than 12 months
  following the end of such 120-day negotiation period, such acquiring entity
  or Genworth shall bear all costs actually incurred by GECIS as a result of
  such reduction in volume, provided, further, that GECIS shall
  use commercially reasonable efforts to mitigate such costs.  Such services shall be provided by GECIS
  regardless of whether the acquiring entity is a competitor of GE or any of
  its affiliates. GECIS shall provide Services Transfer Assistance as reasonably
  requested by the acquiror, solely at the acquiror’s cost, for the period
  during which GECIS is required to provide Services to such acquiror.

  



 

















 


	
  Item

  	
   

  	
  Term

  
	
   

  	
   

  	
  If GECIS executes a definitive agreement to divest any or part of any
  business operation relating to the services provided to Genworth other than
  the Genworth India operations operating on a stand alone basis (i.e. the
  operations responsible for providing core services exclusively relating to
  Long Term Care, Life Insurance, Group Insurance, Annuities, Retirement Plans
  and Mortgage Insurance to Genworth, but excluding, inter alia, accounting, help desk, software solutions
  e-learning and other knowledge-based operations)(a “GECIS Divestiture”),
  GECIS will provide no less than 30 days’ prior written notice of the expected
  closing date of the GECIS Divestiture to Genworth, which notice will include
  the identity of the acquiror and any affiliate which would provide services
  to Genworth and a description of the material terms of the transaction applicable
  to the services being transferred to the acquiror.  GECIS will provide Genworth with such further information
  regarding the divestiture and the acquiror as Genworth may reasonably
  request.  GECIS may take no action
  with respect to the proposed Genworth Divestiture (in which case the GECIS
  Divestiture may proceed without Genworth’s consent) or, within 30 days of
  receipt of such notice from GECIS, Genworth may at its option (i) exercise
  the Carve-Out Option only with respect to the Resources relating to such
  services which are being or have been divested to the acquiring entity at the
  lesser of book value or the value of the divested operations relating to
  Genworth implied by the consideration to be paid by the acquiror and/or (ii)
  terminate such PSAs and require GECIS and/or the acquiror to provide Services
  Transfer Assistance for a period not exceeding 14 months from the date of
  receipt of notice by GECIS from Genworth. 
  Notwithstanding any other provision of this Exhibit A, GECIS
  shall be responsible for all transition costs incurred by Genworth relating
  to its exercise of the Carve-Out Option or its termination of the PSAs and
  transition of the services in-house or to a new provider.  Any transfer of the PSAs pursuant to this
  paragraph shall be subject to the receipt by Genworth of all necessary
  regulatory approvals.  For the
  avoidance of doubt, any transfer by GECIS of the Genworth India operations
  operating on a stand-alone basis shall be subject to the limitations
  described under “Assignment and Subcontracting,” below.

  
	
   

  	
   

  	
   

  
	
  Specific Performance:

  	
   

  	
  Save as provided in the “Force Majeure” section of each MOA (it being
  understood that force majeure will not relieve GECIS of its responsibility to
  provide BC/DR services), GECIS shall not voluntarily refuse to provide all or
  any portion of the Services in violation or breach of the terms of the
  Agreement or any PSA.  GECIS shall be
  relieved from its obligation to perform any Services and its obligation to
  pay any service credit under a PSA to the extent it is unable to perform any
  Services or to perform in accordance with any applicable service level as a
  result of Genworth’s failure to perform its obligations under such PSA.  Notwithstanding the dispute resolution
  provisions set forth in Exhibit C, if GECIS breaches this covenant,
  Genworth shall be entitled to apply to a competent court for specific
  performance by GECIS of its obligations under the applicable MOAs and PSAs.

  
	
   

  	
   

  	
   

  
	
  Compliance:

  	
   

  	
  GECIS will perform the services in
  compliance with each applicable statute, law, regulation, order, stock
  exchange rule or generally accepted, statutory or regulatory accounting or
  actuarial principle specified in any PSA or otherwise by Genworth, in each
  case as applicable to the business processes of Genworth performed by GECIS
  as part of the Services, just as if Genworth performed the
  services itself.

  
	
   

  	
   

  	
   

  
	
  Pricing:

  	
   

  	
   

  
	
  Definitions:

  	
   

  	
  “Baseline Charges” shall be GECIS’ charges for the services as of the
  Closing Date as set forth in each of the existing PSAs.

  

  

  “Base Costs” shall be GECIS’ actual direct cost of providing the services
  reasonably and equitably determined to be attributable to Genworth by GECIS
  for each year.  The elements of GECIS’
  direct cost are described in the attached Annex 1, and shall take into
  account productivity gains or losses.

  



 


2

















 


	
  Item

  	
   

  	
  Term

  
	
  Determination of Base Cost; Scheduled
  Reductions in Charges; Limitations on Base Cost Increases:

  	
   

  	
  GECIS charges to Genworth for the services shall be adjusted annually
  to reflect changes in GECIS’ Base Cost and to reflect scheduled discounts
  from the Baseline Charges pursuant to the following formula:

  
New Charges = Baseline Charges *
  Discount Factor * Cost Factor.

  
For the periods indicated, the
  Discount Factor shall be as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Period

  	
   

  	
  Discount Factor

  
	
   

  	
   

  	
   

  	
  from the Closing Date through the
  first anniversary of the to the Trigger Date (as defined below)

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  from the first anniversary of the Trigger Date through the second
  anniversary of the Trigger Date

  	
   

  	
  **

  
	
   

  	
   

  	
   

  	
  from the second anniversary of the Trigger Date through the third
  anniversary of the Trigger Date

  	
   

  	
  **

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Trigger Date” means the first date on which GE and certain
  Affiliates of GE cease to beneficially own more than fifty percent (50%) of
  the outstanding Genworth Common Stock, calculated as described in the Master
  Agreement, dated as of      , 2004, between the
  Parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Cost Factor shall be calculated as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Y(n) Base Cost/Y(0) Base Cost

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  where Y(n) Base Cost is determined pursuant to the following
  paragraph for each year, Y(n-1) Base Cost is the Base Cost for the preceding
  year and Y(0) Base Cost is the Base Cost as agreed by the parties for the
  first year of the Initial Term, provided, that Y(n) Base Cost shall
  not exceed **% of Y(n-1) Base Cost in any year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Base Cost for the initial year shall be as agreed by the parties
  prior to the Closing Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to the commencement of each contract year, the parties will
  negotiate in good faith to agree upon the elements of Base Costs and the
  rates to be charged to Genworth for such elements during such year (excluding
  the cost of hedging foreign currency exchange risks, which shall be charged
  to Genworth on a pass-through basis).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties will reflect their agreement on such matters in a written
  document to be executed by each of them and GECIS’ charges for the services
  in such year shall not exceed the agreed amounts.  Any amendment or addition to such elements or rates must be
  approved by Genworth in advance in writing.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the parties are unable to agree upon such matters, the Cost Factor
  for the applicable year shall be calculated using Base Cost as determined by
  GECIS in accordance with the definition of Base Costs, provided, that
  Base Cost for any year shall not exceed **% of Base Cost for the immediately
  preceding year.  If Base Costs for any
  year during the Initial Term exceed **% of Base Costs for the immediately
  preceding year, Genworth may terminate that PSA upon six months written
  notice to GECIS and shall not be liable for any costs incurred by GECIS as a
  result of such termination.

  



 


3

















 


	
  Item

  	
   

  	
  Term

  
	
  Renewal:

  	
   

  	
  At least 18 months prior to the expiration of the Initial Term, GECIS
  will propose revised methods for calculating costs and charges to Genworth
  under the Baseline Cost methodology, as described below under “Expiration of
  the Agreements.”  The applicable
  charges proposed by GECIS for the first and second years of the renewal term
  shall be determined as provided above, but shall reflect Discount Factors of
  ** and **, respectively, provided, that such charges shall be at least
  as favorable to Genworth as GECIS charges for similar services provided to
  any other customer of GECIS.  If the
  parties are unable to agree on revised costs, Genworth may elect to exercise
  the Carve-Out option upon expiration of the MOAs and PSAs as described under
  “Expiration of the Agreements.”

  
	
   

  	
   

  	
   

  
	
  Volume Reduction:

  	
   

  	
  Genworth shall provide GECIS with no less than nine months’ notice in
  advance if the annualized resources used by GECIS to perform the services for
  Genworth under all of the MOAs in the aggregate reduces to less than 75% of
  the amount of such resources (“Trigger Volume”) used as of the date Genworth
  first gives notice of such reduction to GECIS.  In such an event, GECIS shall bear all costs relating to such
  reduction in volume to the extent stated in such nine-month notice.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If Genworth does not provide nine-months’ advance notice of such a
  reduction, Genworth shall bear any facilities occupancy, technology and
  telecommunications costs incurred by GECIS resulting from such reduction, provided,
  that GECIS shall use commercially reasonable efforts to mitigate such costs.

  
	
   

  	
   

  	
   

  
	
  Taxes:

  	
   

  	
  GECIS fees for the Services shall be inclusive of any sales, use,
  gross receipts or value added, withholding, ad valorem and other taxes based
  on or measured by GECIS cost in acquiring equipment, materials, supplies or
  services used by GECIS in providing the Services. Further, each party shall
  bear sole responsibility for any real or personal property taxes on any
  property it owns or leases, for franchises or similar taxes on its business,
  for employment taxes on its employees, for intangible taxes on property it owns
  or licenses and for taxes on its net income. 
  If a sales, use, privilege, value added, excise, services and/or
  similar tax (“Taxes”) is assessed with respect to GECIS fees to Genworth for
  the provision of the Services, Genworth shall be responsible for and pay the
  amount of any such tax to GECIS or as the law otherwise requires, in addition
  to GECIS fees.  Genworth may report
  and (as appropriate) pay any Taxes directly if Genworth provides GECIS with a
  direct pay or exemption certificate.GECIS’s invoices shall separately state
  the amounts of any Taxes GECIS is proposing to collect from Genworth.  GECIS shall promptly notify Genworth of
  any claim for Taxes asserted by any applicable taxing authorities.  Notwithstanding the above, Genworth’s
  liability for such Taxes is conditioned upon GECIS providing Genworth
  notification within twenty (20) business days of receiving any proposed
  assessment of any additional Taxes, interest or penalty due by GECIS.  GECIS shall coordinate with Genworth the
  response to and settlement of, any such claim.  Genworth shall be entitled to receive and to retain any refund
  of Taxes paid to GECIS pursuant to this Agreement.

  
	
   

  	
   

  	
   

  
	
  Productivity; Planning:

  	
   

  	
  •      GECIS shall make commercially reasonable
  efforts to increase productivity and efficiency in performing the Services
  and shall endeavor to reduce Baseline Cost annually, depending on the overall
  reduction in the cost of operations.

  
	
   

  	
   

  	
  •      The
  parties will participate in an annual budgeting process as part of
  determining Baseline Cost that will address improvements in GECIS
  productivity and efficiency in performing the services and dedicate
  appropriate resources to execute the budgeted improvements.

  
	
   

  	
   

  	
  •      To
  support GECIS’ demand planning, each quarter, Genworth shall provide GECIS a
  good faith estimate of its requirements for GECIS’ services for the following
  12 months.

  



 


4

















 


	
  Item

  	
   

  	
  Term

  
	
  Performance Standards:

  	
   

  	
   

  
	
  Audits:

  	
   

  	
  GECIS shall prepare such reports relating to its performance of the Services
  as are reasonably requested by Genworth. 
  GECIS shall maintain a complete audit trail for all financial and
  non-financial transactions resulting from or arising in connection with the
  Agreements in such manner as is required under the GEFA Records Management
  Policies and Indian and US GAAP, all as may be amended from time to
  time.  GECIS will maintain such audit
  trail for such periods of time as may be specified in the GEFA Records
  Management Policies or, if no such period is specified, for such period as
  the parties may agree upon.  GECIS
  shall provide to Genworth, its auditors (including internal audit staff and
  external auditors), inspectors, regulators, customers and other
  representatives as Genworth may from time to time designate in writing, access
  at all reasonable times to any facility or part of a facility at which either
  GECIS or any of its permitted subcontractors is providing the Services, to
  GECIS personnel, to GECIS’s systems, policies and procedures relating to the
  Services, and to data and records relating to the Services.  For the purpose of performing audits and
  inspections of either GECIS or any of its subcontractors with respect to any
  aspect of GECIS’s or such subcontractor’s performance of the Services or any
  other matter relevant to this Agreement, including, without limitation the
  determination and calculation of all elements of Baseline Cost and all other
  elements of the pricing mechanism described above.  GECIS shall reasonably cooperate with Genworth in the
  performance of these audits, including installing and operating audit
  software.  If Genworth requires GECIS
  to conduct any special audit other than that mentioned herein and if the same
  results in increased cost to GECIS, GECIS shall be entitled to pass on such
  extra costs to Genworth through a special invoice, but only to the extent
  approved by Genworth in advance.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECIS shall provide Genworth such other reports and certifications
  relating to the services under the MOAs and PSAs as Genworth may reasonably
  request, including all reports and sub-certifications by GECIS necessary for
  officers of Genworth to make the certifications required under the
  Sarbanes-Oxley Act of 2002 and all related and other rules and regulations
  and all related applicable stock exchange listing requirements.

  
	
   

  	
   

  	
   

  
	
  Genworth Commitment:

  	
   

  	
  In addition to all other “Genworth Commitments” referred to in the
  MOAs, Genworth shall provide all GECIS employees, dedicated to Genworth
  operations, with training or training materials relating to business processes
  and regulatory matters uniquely related to the Genworth business and
  reasonably required by such resources to meet Performance Standards. Any
  non-performance or failure to meet Performance Standards by GECIS due to
  Genworth’s failure to meet “Genworth Commitments” shall not be considered a
  breach in Performance Standards and/or a breach of the MOAs by GECIS.

  
	
   

  	
   

  	
   

  
	
  Regulatory Approvals:

  	
   

  	
  Each party shall be responsible for obtaining all approvals,
  permissions, consents or grants required or which may be required for such
  party to undertake its duties and responsibilities regarding any Services
  under any MOA or PSA.  Additionally,
  each party shall provide such cooperation and support as may be necessary for
  the other party to secure such approvals, permissions, consents or grants.

  



 


5

















 


	
  Item

  	
   

  	
  Term

  
	
  Billing and Payment:

  	
   

  	
   

  
	
  Payment Terms:

  	
   

  	
  •      GECIS shall bill Genworth
  under the MOAs and PSAs on a monthly basis.

  •      GECIS shall obtain the
  prior written approval of Genworth for all reimbursable expenses.

  •      All payments, due and
  payable by Genworth to GECIS, will be made within 60 days of Genworth’s
  receipt of invoice (“Payment Date”). 
  Genworth shall use its good faith efforts to provide GECIS as promptly
  as practicable with the details of any objection it may have to any invoice,
  but any failure to provide such details shall not foreclose Genworth’s right
  to dispute such invoice. Genworth shall pay the part of any invoiced amount
  that is not in dispute by the Payment Date.

  •      If Genworth does not pay
  any invoice by the Payment Date, GECIS shall serve Genworth a notice as per
  the Notice clause (“Payment Default Notice”) provided herein and
  simultaneously initiate the procedures for consideration of disputes by
  senior executives of the parties by giving notice as described under Section
  1.2 (“Consideration by Senior Executives”) of Exhibit C.

  •      GECIS shall have the right
  to terminate any PSA, without prejudice to any other legal rights to which it
  may be entitled, if Genworth fails to pay to GECIS any material amount (i)
  that is undisputed or determined by the Senior Executives to be due to GECIS
  within five business days following Genworth’s agreement that such amount is
  not in dispute or the conclusion of the Senior Executives’ negotiations,
  whichever is earlier, or (ii) that remains in dispute and is not paid
  following the conclusion of the Senior Executives’ negotiations as described
  in the following paragraph.

  •      GECIS shall have no right
  to terminate if Genworth pays any disputed amount within five business days
  following the conclusion of the Senior Executives’ negotiations in accordance
  with Section 1.2 of Exhibit C, without prejudice, and invokes the
  remainder of the dispute resolution process set forth in Exhibit C.

  •      If pursuant to the dispute
  resolution process , GECIS is found to have charged improperly, GECIS shall
  promptly refund such excess amount along with interest at an annual rate
  equal to the lesser of (i) the three (3) month London Interbank Offered Rate
  (LIBOR) plus 100 basis points or (ii) the maximum rate of interest allowed by
  applicable law, from the date the payment was made through the date of the
  refund.

  •      Past due amounts will bear
  interest at an annual rate equal to the lesser of (i) the three (3) month
  London Interbank Offered Rate (LIBOR) plus 100 basis points or (ii) the
  maximum rate of interest allowed by applicable law, from the date the payment
  was due through the date of payment.

  
	
   

  	
   

  	
   

  
	
  Term:

  	
   

  	
   

  
	
  Expiration of the Agreements and PSAs:

  	
   

  	
  The term of all the MOAs shall be amended such that all of the MOAs
  will terminate on the third anniversary of the Trigger Date (the “Common
  Termination Date”; the period from the Closing Date to the Common Termination
  Date is referred to as the “Initial Term”). 
  Genworth may terminate individual PSAs prior to the Common Termination
  Date either for cause or for convenience as described therein or in this Exhibit
  A.  Genworth, however, may not
  terminate the MOAs themselves, other than for cause, prior to the Common Termination
  Date, unless it is terminating all the existing MOAs at one time.  At least 18 months prior to the Common
  Termination Date, GECIS shall propose revised terms and conditions on which
  the MOAs may be renewed for an additional two-year period (the “Renewal
  Period”).  Genworth may at its sole
  option renew all, but not less than all, of the MOAs for the Renewal Period, provided,
  that Genworth and GECIS agree upon revised charges and other terms and
  conditions to be applicable to the Services during the Renewal Period prior
  to the date that is 14 months prior to the Common Termination Date (the
  “Notification Date”).  If the parties
  are unable to so agree, Genworth shall inform GECIS within 15 days following
  the Notification Date as to whether it will exercise its Carve-Out Option
  and/or require GECIS to provide Service Transfer Assistance.  If Genworth and GECIS fail to agree upon
  the terms for renewal of the MOAs, or if Genworth fails to provide GECIS the
  notice described above, all of the MOAs will automatically terminate on the
  Common Termination Date and Genworth shall not be entitled to exercise its
  Carve-Out option and/or require GECIS to provide Services Transfer
  Assistance.

  



 


6

















 


	
  Item

  	
   

  	
  Term

  
	
  Termination for Cause:

  	
   

  	
  Genworth shall have the right at any time to terminate any PSA in
  whole or in part with respect to the affected services, effective immediately
  and without prejudice to any other legal rights to which Genworth may be
  entitled, upon the occurrence of the following events:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •     GECIS becomes subject to
  any voluntary or involuntary order of any governmental agency prohibiting or
  materially impairing the performance of any of the Services;

  •     If such Services are
  inadequate, unsatisfactory or substantially not in conformance with the
  Performance Standards or GECIS’ representations and warranties are materially
  inaccurate and, upon receipt of notice thereof from Genworth, GECIS does not
  immediately undertake action in good faith to cure such default, does not
  provide to Genworth a preliminary analysis of the root cause of such default
  and an initial plan to cure such default within 10 days of such notice, has
  not agreed with Genworth on a definitive plan to cure such default acceptable
  to Genworth within 30 days of such notice, and has not fully cured such
  default within 90 days of such notice or such longer period as may have been
  approved by Genworth as part of GECIS’ plan to cure such default;

  •     If GECIS or Genworth, due
  to the actions of GECIS, is administratively cited by any governmental agency
  for materially violating or judicially found to have materially violated any
  law, statute, rule or regulation governing the performance of the Services;

  •     If a trustee or receiver or
  similar officer of any court is appointed for GECIS or for a substantial part
  of the property of GECIS, whether with or without consent; or

  •     If bankruptcy, composition,
  reorganization, insolvency or liquidation proceedings are instituted by or
  against GECIS without such proceedings being dismissed within 90 days.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Within 15 days of its notice to GECIS of its intent to terminate any
  PSA, in whole or in part, under this provision, Genworth shall inform GECIS
  as to whether it will exercise its Carve-Out Option and/or whether it will
  require GECIS to provide Services Transfer Assistance for a period not
  exceeding 24 months from the date of such notice.  If Genworth fails to do so, Genworth shall not be entitled to
  exercise its Carve-Out Option nor to require GECIS to provide Services
  Transfer Assistance.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes of Genworth’s termination rights pursuant to Section 6.2
  of each MOA, “material breach” of a PSA shall include a series of
  non-material or persistent breaches by GECIS, that in the aggregate constitute
  a material breach or have a material and significant adverse impact (i) on
  the administrative, management, planning, financial reporting or operations
  functions of Genworth or (ii) on the management of the services.

  



 


7

















 


	
  Item

  	
   

  	
  Term

  
	
   

  	
   

  	
  GECIS may not terminate any PSA for any reason other than (i)
  non-payment in accordance with the procedures described above under “Payment
  Terms” (it being understood that GECIS will be relieved from its obligations
  to perform in accordance with the terms of a PSA to the extent that it is
  prevented from doing so as a result of the failure by Genworth to perform any
  of its obligations under such PSA)(ii) as described below under “Termination
  Right Relating to Damages Cap” and (iii) as described below under
  “Termination Right Relating to Change of Control of Genworth.”  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Within 15 days of GECIS’ notice to Genworth of GECIS’ intent to
  terminate any PSA under as described in clauses (i) or (ii), Genworth shall
  inform GECIS as to whether it will require GECIS to provide Services Transfer
  Assistance for a period not exceeding 14 months from the date of such notice,
  provided, in the case of a termination described in clause (i), that
  Genworth has made all outstanding payments under any invoice in accordance
  with the “Payment Terms” described above. 
  If Genworth fails to do so, Genworth shall not be able to require
  GECIS to provide Services Transfer Assistance.  At GECIS’ option, Genworth shall be required to pay for such
  Services Transfer Assistance in advance.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With respect to any other breach by Genworth, GECIS will be entitled
  to invoke the applicable dispute resolution process and pursue all remedies
  permitted by that process, but shall not be entitled to terminate any MOA or
  PSA or voluntarily withhold any services except as authorized pursuant to
  such process.

  
	
   

  	
   

  	
   

  
	
  Termination without Cause:

  	
   

  	
  Genworth may terminate any PSA in whole or in part at any time upon
  one year’s prior written notice to GECIS and such notice shall include a
  commercially reasonable “Ramp-Down Plan” to enable GECIS to mitigate all
  costs of such termination.  GECIS
  shall be responsible for all costs that GECIS may incur on account of such
  termination.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Genworth may terminate any PSA in whole or in part at any time upon
  90 days’ prior written notice to GECIS. 
  Genworth shall be responsible for all costs that GECIS may incur on
  account of such termination, provided, that GECIS has taken all
  commercially reasonable steps to mitigate such costs.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Within 15 days of its notice to GECIS of its intent to terminate any
  PSA, in whole or in part, under this provision, Genworth shall inform GECIS
  as to whether it will require GECIS to provide Services Transfer Assistance
  for a period not exceeding 14 months from the date of such notice.  If Genworth fails to do so, Genworth shall
  not be able to require GECIS to provide Services Transfer Assistance.

  
	
   

  	
   

  	
   

  
	
  Termination Right Relating to Damages Caps:

  	
   

  	
  If either party incurs liability to the other in excess of the
  applicable Simple Breach Cap or Excluded Matters Cap (as defined below) and
  does not agree to reset to zero the amounts counted toward such cap, the
  other party shall have the right to terminate all, but not less than all, of
  the MOAs and PSAs for material breach.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Within 15 days of its notice to GECIS of its intent to terminate the
  MOAs or PSAs under this provision, Genworth shall inform GECIS as to whether
  it will exercise its Carve-Out Option and/or whether it will require GECIS to
  provide Services Transfer Assistance for a period not exceeding 24 months
  from the date of such notice.  If
  Genworth fails to do so, Genworth shall not be entitled to exercise its
  Carve-Out option nor to require GECIS to provide Services Transfer
  Assistance.

  



 


8

















 


	
  Item

  	
   

  	
  Term

  
	
  Termination Right Relating to Change of
  Control of Genworth:

  	
   

  	
  If a Change of Control of
  Genworth occurs, GECIS shall, unless the parties otherwise agree
  during a 120-day negotiation period following the Change of Control, have the
  right to terminate all, but not less than all, of the MOAs upon the later of
  (Y) the last day of the 18th month following the effective date of
  the Change of Control or (Z) the expiration of the Initial Term of the MOAs,
  as defined in Exhibit A, provided that such termination right is
  exercised within 15 days following the end of the 120-day negotiation
  period.  The term “Change of Control”
  means any (i) consolidation or merger of Genworth with or into another entity
  or entities (whether or not Genworth is the surviving entity), excluding any
  such consolidation or merger with or into an Affiliate of Genworth or GE or
  an Affiliate of GE, (ii) any sale or transfer by Genworth of fifty percent
  (50%) or more of its assets, excluding any such sale to an Affiliate of
  Genworth or to GE or an Affiliate of GE, (iii) any sale, transfer or issuance
  or series of sales, transfers or issuances of shares or other voting
  securities of Genworth by Genworth or the holders thereof, as a result of
  which one holder, or a group of holders acting in concert (other than GE or
  an Affiliate of GE), acquires the voting power (under ordinary circumstances)
  to elect a majority of the directors of Genworth.  Notwithstanding the foregoing, no transaction of the type
  described in clauses (i), (ii) or (iii) of this Section shall constitute a
  Change of Control if, as of immediately following such transaction, persons
  that possess the voting power (under ordinary circumstances) to elect a
  majority of the directors of Genworth as of immediately prior to such
  transaction continue to hold (directly or indirectly) such voting power.

  
	
   

  	
   

  	
   

  
	
  Obligations on Expiration and Termination:

  	
   

  	
   

  
	
  Service Transfer Assistance:

  	
   

  	
  Section 7.0 of each MOA or any similar provision of the MOAs and PSAs
  will be amended to require GECIS to assist Genworth in making an orderly
  transition of the services upon any expiration or termination of the MOA or
  PSA or exercise of the Carve-Out Option. 
  Genworth may request that such “Services Transfer Assistance” commence
  up to one year prior to such scheduled expiration or termination and extend
  for the period set forth elsewhere in this Exhibit A.  At Genworth’s option, the Services
  Transfer Assistance shall include all or any portion of the services and
  incidental services related to the transition. Charges for such services
  shall be as set forth in the MOA or PSA or, if the MOA or PSA does not
  provide for the types of services requested, as agreed in advance by the
  parties. All additional costs and expenses incurred by GECIS in providing
  Services Transfer Assistance shall be agreed in advance between the parties
  and shall be paid in full by Genworth.

  
	
   

  	
   

  	
   

  
	
  Migration of Processes between Genworth and
  GECIS:

  	
   

  	
   

  
	
  Transition/Migration Costs:

  	
   

  	
  Genworth shall bear all costs agreed in advance between the parties
  and incurred by GECIS on account of transition/migration of
  services/processes from (i) Genworth to GECIS and/or (ii) GECIS to
  Genworth or its designee.

  
	
   

  	
   

  	
   

  
	
  Assignment and Subcontracting

  	
   

  	
   

  
	
   

  	
   

  	
  Without the
  prior written consent of Genworth, GECIS shall not voluntarily, involuntarily
  or by operation of law, assign or otherwise transfer any MOA or PSA or any of
  GECIS’s rights thereunder, except as provided under “Divestiture,” above. Any
  assignment or transfer without Genworth’s written consent or not in
  accordance with the provisions under “Divestiture” shall be void and at the
  option of Genworth shall constitute a material default thereunder. Nothing
  contained in any MOA or PSA shall preclude GECIS from assigning or otherwise
  transferring such MOA or PSA or any of GECIS’s rights thereunder, in whole or
  in part, to any of its Affiliates, upon 30 day’s prior written notice to
  Genworth and
  subject to receipt by Genworth of all necessary regulatory approvals.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding
  Genworth’s consent to any subcontract, GECIS shall remain liable for the
  performance of all of GECIS obligations under the MOAs and PSAs. Genworth
  shall not be obligated to pay any person other than GECIS for Services
  rendered by any subcontractor.

  



 


9

















 


	
  Item

  	
   

  	
  Term

  
	
  Limitation of Liability; Indemnification

  	
   

  	
   

  
	
  Genworth to Provide Systems:

  	
   

  	
  Genworth
  agrees to provide, at its expense, necessary access to the computer mainframe
  on which Genworth data is processed during the times (the “Service Hours”)
  specified by agreement of the parties, subject to reasonable downtime for
  utility outages, maintenance, performance difficulties and the like.  In the event of a change in the Service
  Hours, Genworth will provide GECIS with 15 calendar days’ written notice of
  such change.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECIS shall
  have no liability to Genworth for any delay of performance or breach of this
  Agreement to the extent caused by or related to any errors in the Genworth
  systems or the lack of availability to GECIS of the Genworth systems.

  
	
   

  	
   

  	
   

  
	
  Liability for Simple Breach:

  	
   

  	
  The parties
  shall be liable to one another for 50% of all Direct Damages resulting from
  their respective breaches of any MOA or PSA or negligence in the performance
  of the services during the Initial Term, provided, that (i) neither
  party shall have any liability to the other with respect to an individual
  breach or negligent act or omission until the losses resulting from such
  matter exceed US$25,000, and then only to the extent that such losses exceed
  US$25,000, and (ii) neither party’s liability to the other for all such
  matters under all of the MOAs and PSAs shall exceed US$5,000,000  in the aggregate (the “Simple Breach
  Cap”).

  
	
   

  	
   

  	
   

  
	
  Liability for Excluded Matters:

  	
   

  	
  Subject to the Excluded Matters Cap described in the following
  sentence, the parties shall be liable to one another for 100% of all Direct
  Damages resulting from (i) a party’s gross negligence or willful misconduct,
  (ii) GECIS’ improper or illegal use or disclosure of information of consumer
  information (including, but not limited to, personal, credit or medical
  information) regarding any customer or potential customer of any party, (iii)
  GECIS’ breach of its agreement not to voluntarily withhold services, or (iv)
  a party’s violation of law or regulation (the “Excluded Matters”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties and their Affiliates’ liability to each other for Direct
  Damages arising out of or relating to the Excluded Matters during the Initial
  Term shall not exceed US$25,000,000 in the aggregate.

  
	
   

  	
   

  	
   

  
	
  Definition of Direct Damages (Excluding
  Consequential Damages):

  	
   

  	
  “Direct Damages” means actual, direct damages incurred by the
  claiming party which include, by way of example (a) erroneous payments
  made by GECIS or Genworth as a result of a failure by GECIS to perform its
  obligations under an MOA or PSA, (b) the costs to correct any deficiencies in
  the services, (c) the costs incurred by Genworth to transition to another
  provider of services and/or to take some or all of such functions and
  responsibilities in-house, (d) the difference in the amounts to be paid to
  GECIS hereunder and the charges to be paid to such other provider and/or the
  costs of providing such functions, responsibilities and tasks in-house, and
  (e) similar damages.  “Direct
  Damages” shall not include, and neither party or its Affiliates shall be
  liable for, any indirect, special, incidental, exemplary, punitive or
  consequential damages (including, without limitation, any loss of data or
  records, lost profits or other economic loss) arising out of its breach,
  negligence or any of the Excluded Matters, even if the other party or its
  Affiliates have been advised of the possibility of or could have foreseen
  such damages.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For the avoidance of doubt, GECIS shall remain liable for all Direct
  Damages regardless of whether such damages are the subject of any reinsurance
  arrangement entered into by Genworth.

  
	
   

  	
   

  	
   

  
	
  No Liability for Acts in Accordance with
  Instructions:

  	
   

  	
  Notwithstanding anything to the contrary set forth in the MOAs or
  PSAs, neither party shall be liable to the other party or any of its
  affiliates with respect to any act or omission taken or not taken pursuant to
  the specific instruction, direction or request, in writing of such other
  party made through its authorized representative.

  



 


10

















 


	
  Item

  	
   

  	
  Term

  
	
  Indemnification:

  	
   

  	
  GECIS will indemnify Genworth against claims made by third parties
  arising out of GECIS’:  (i) gross negligence or willful misconduct in
  connection with the services, (ii) improper or illegal use or
  disclosure of information of consumer information (including, but not limited
  to, personal, credit or medical information) regarding any customer or
  potential customer of Genworth, (iii) violation
  of law or regulations in connection with the services, (iv) infringement of
  third-party intellectual property; (v) GECIS provision of any services
  to any third party from the same facilities from which the services are
  provided to Genworth; and (vi) all claims for GECIS’ tax liabilities.  GECIS, in each case, includes GECIS’
  Affiliates (excluding Genworth), agents, consultants, contractors or
  subcontractors.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Genworth will indemnify GECIS against claims arising out of the
  provision of services by GECIS, except for any liabilities (i) arising from
  GECIS’s negligence in connection with the provision of services, or GECIS
  breach of an MOA or PSA, (ii) any of the Excluded Matters relating to any act
  or omission by GECIS or its Affiliates, or (iii) any liabilities for which
  GECIS is required to indemnify Genworth pursuant to the previous paragraph.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties’ and their Affiliates’ liabilities to one another with
  respect to the indemnified matters shall be included in the calculation of,
  and limited by, the Excluded Matters Cap.Each party’s indemnification
  obligation shall be reduced by any insurance proceeds paid to the party to be
  indemnified.

  
	
   

  	
   

  	
   

  
	
  Services Non-Compete

  	
   

  	
   

  
	
   

  	
   

  	
  From the date of the Agreement until the date on which (i) the annualized
  resources used by GECIS to perform the services for Genworth or (ii) the
  annualized revenues received by GECIS to perform the services for Genworth
  are less than 50% of the amount of such resources used or revenues generated
  as of the Closing Date (the “Volume Reduction Date”), to the extent that
  GECIS provides such services to Genworth, GECIS shall not market, sell or
  provide the services (including granting licenses to use any GECIS
  Materials,  as defined in Exhibit B)
  to any third Party in the business of underwriting, marketing, issuing or
  administering any (i) life insurance, long-term care insurance, or annuities
  (ii) mortgage insurance or (iii) credit life, credit health, credit
  unemployment or credit casualty insurance products either directly or through
  a re-insurer;  provided, however,
  GECIS shall have a right to provide the Services to GE and its Affiliates or
  any party that was an Affiliate of GE on the Closing Date.  For purposes of this paragraph, the volume
  of resources used by GECIS to provided services to Genworth shall be
  determined based on the number of full-time-equivalent employees and other
  appropriate measures of resources used to provide such services to be agreed
  upon.  The methodology to be employed
  in such determination and the amount of such resources as of the Closing Date
  shall be agreed upon and documented by the parties prior to the Closing
  Date.  GECIS shall notify Genworth of
  the potential occurrence of the Volume Reduction Date.  If, within 10 days of its receipt of such
  notice, Genworth notifies GECIS of its intent to increase the volume of
  services consumed by Genworth above the 50% threshold, and does so increase
  such volume within 60 days, then the Volume Reduction Date shall not be
  deemed to have occurred.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GECIS acknowledges that any violation of the restrictions contained
  in the foregoing paragraph would result in irreparable injury to Genworth,
  and GECIS further acknowledges that, in the event of its violation of any of
  these restrictions, Genworth shall be entitled to obtain from any court of
  competent jurisdiction (in any jurisdiction) preliminary and permanent
  injunctive relief, regardless of the dispute resolution provisions set forth
  in Exhibit C, as well as damages to which it may be entitled under such
  provisions.

  



 


11

















 


	
  Item

  	
   

  	
  Term

  
	
  Intellectual Property Rights

  	
   

  	
   

  
	
  Definitions:

  	
   

  	
  “GECIS
  Licensed Technology”, means all Technology and Intellectual Property owned by
  GECIS and used in the provision of the services under the MOAs and PSAs
  (which, for the avoidance of doubt, does not include any Technology or
  Intellectual Property owned by a third party).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Genworth
  Licensed Technology” means all Technology and Intellectual Property owned by
  Genworth and provided to GECIS by Genworth for use or necessary for use in
  the provision of the services (which, for the avoidance of doubt, does not
  include any Technology or Intellectual Property owned by a third party).  Genworth Licensed Technology shall include
  Technology or Intellectual Property developed by GECIS and owned by Genworth,
  except as otherwise provided in the MOA or PSA relating to such developed
  Technology or Intellectual Property.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Intellectual Property” means all of the following, whether protected,
  created or arising under the laws of the United States or any other foreign
  jurisdiction: (i) patents, patent applications and statutory invention
  registrations, including divisions, continuations, continuations-in-part,
  substitute applications of the foregoing and any extensions, reissues,
  restorations and reexaminations thereof, and all rights therein provided by
  international treaties or conventions, (ii) copyrights and mask work rights,
  whether or not registered, published or unpublished, and registrations and
  applications for registration thereof, and all rights therein whether
  provided by international treaties or conventions or otherwise, (iii) trade
  secrets, (iv) all other intellectual property and proprietary rights of a
  similar nature to the intellectual property rights set forth in the foregoing
  clauses (i) – (iii) above and (v) all other applications and registrations
  related to any of the intellectual property rights set forth in the foregoing
  clauses (i) – (iv) above.  As used in
  this Agreement, the term “Intellectual Property” expressly excludes (x)
  trademarks, service marks, trade dress, logos and other identifiers of
  source, including all goodwill associated therewith and all common law
  rights, registrations and applications for registration thereof, and all
  rights therein provided by international treaties or conventions, and all
  reissues, extensions and renewals of any of the foregoing and (y)
  intellectual property rights arising from or in respect of domain names,
  domain name registrations and reservations.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Software” means the object and
  source code versions of computer programs and associated documentation,
  training materials and configurations to use and modify such programs,
  including programmer, administrator, end user and other documentation.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Technology”
  means, collectively, all designs, formulas, algorithms, procedures,
  techniques, ideas, know-how, Software, programs, models, routines, databases,
  tools, inventions, creations, improvements, works of authorship, and all
  recordings, graphs, drawings, reports, analyses, other writings, and any
  other embodiment of the above, in any form, whether or not specifically
  listed herein.

  
	
   

  	
   

  	
   

  
	
  Ownership of Pre-Closing IP and Solely Developed IP:

  	
   

  	
  As between Genworth and
  GECIS (i) all Technology and Intellectual Property owned or licensed by
  Genworth or GECIS prior to the Closing Date shall continue to be so owned or
  licensed after the Closing Date, (ii) all Technology and Intellectual
  Property acquired, developed or licensed solely by or on behalf of Genworth
  or solely by or on behalf of GECIS after the Closing Date and used in
  connection with the services provided under the MOAs and PSAs shall continue
  to be owned or licensed by the applicable acquiror, developer or licensee.

  
	
   

  	
   

  	
   

  
	
  Ownership of Post-Closing IP Jointly-Developed  - Default Rule and Modification of Default
  Rule:

  	
   

  	
  After the Closing Date, as
  between Genworth and GECIS, all Technology and Intellectual Property
  developed jointly by or on behalf of GECIS and Genworth pursuant to, or in
  connection with, the MOAs and PSAs shall be owned by GECIS.  GECIS and Genworth may agree in any MOA or
  PSA executed after the Closing Date that certain Technology or Intellectual
  Property that would otherwise be owned by GECIS shall be owned, as between
  the parties, by Genworth.  The MOAs
  and PSAs shall not assign any rights to Technology or Intellectual Property
  between the parties other than as specifically set forth in an MOA or PSA.

  



 


12

















 


	
  Item

  	
   

  	
  Term

  
	
  License from GECIS to Genworth:

  	
   

  	
  GECIS shall license the
  GECIS Licensed Technology to Genworth and its Affiliates pursuant to the
  terms and conditions of Schedule 1. 
  Notwithstanding anything in this Agreement or any MOA or PSA to the
  contrary, Genworth and its Affiliates shall not sublicense, assign or
  otherwise provide to any third party (including any acquiring entity,
  contractor, consultant, customer or supplier of Genworth) any of the
  Technology or Intellectual Property set forth on Schedule 2, without
  the prior written consent of GECIS, which will not be unreasonably
  withheld.  For the avoidance of doubt,
  it shall not be unreasonable to withhold such consent if any such acquiring
  entity, contractor, consultant, customer or supplier is a competitor of
  GECIS.  The
  parties may mutually agree in an MOA or PSA executed after the Closing Date
  to amend Schedule 2 to include additional Technology or Intellectual
  Property.

  
	
   

  	
   

  	
   

  
	
  License from Genworth to GECIS:

  	
   

  	
  Genworth shall license the
  Genworth Licensed Technology to GECIS and its Affiliates pursuant to the
  terms and conditions of Schedule 1, unless otherwise agreed upon in
  any MOA or PSA.  GECIS shall have no
  license to any Genworth Licensed Technology following the termination of the
  MOA or PSA to which such Genworth Licensed Technology relates (including any
  termination in connection with the exercise by Genworth of the Carve-Out
  Option), unless otherwise specifically agreed in such MOA or PSA.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Genworth shall grant, and
  shall cause its Affiliates to grant, to GECIS a license to use the Genworth
  Licensed Technology and certain trademarks, service marks, trade dress, logos
  and other identifiers of source owned by Genworth or its Affiliates on the terms and conditions set forth in
  Section 2.02(a)(ii) of Schedule 1.

  
	
   

  	
   

  	
   

  
	
  Residual Knowledge:

  	
   

  	
  Notwithstanding anything
  to the contrary contained herein or in any MOA or PSA,  GECIS may further develop its generalized
  knowledge, skills and experience, and the mere subsequent use by GECIS of
  such knowledge, skills and experience shall not constitute a breach of this
  Agreement, subject to its obligations respecting Genworth’s confidential
  information pursuant to the provisions under the “Confidentiality” section
  below.

  
	
   

  	
   

  	
   

  
	
  Confidentiality

  	
   

  	
  Each MOA shall include mutually agreed upon
  provisions with respect to confidential information and compliance with
  applicable privacy laws, which provisions will be substantially similar to
  those included in the Master Agreement with respect to such matters, with
  mutually agreed upon modifications as necessary to reflect unique aspects of
  the GECIS business.

  



 


13

















 


	
  Item

  	
   

  	
  Term

  
	
  Notices

  	
   

  	
  All notices
  and other correspondence relating to (i) potential breach of any MOA/PSA by
  either party; (ii) Termination for Cause; (iii) Renewal of any MOA/PSA, (iv)
  Carve Out or (v) Service Transfer Assistance should be directed to the
  specified individuals mentioned below (unless changed by the Party with
  written notice) via E-mail or fax and confirmed by delivery through a
  reputable international courier service. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TO GECIS:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Pramod Bhasin

  
	
   

  	
   

  	
  Designation:

  	
   

  	
  President & CEO

  
	
   

  	
   

  	
  Address:

  	
   

  	
  GE Towers, Sector Road, DLF City Phase V Sector Road, Sector 53,
  Gurgaon, Haryana

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  91 124 235 6976

  
	
   

  	
   

  	
  E-mail:

  	
   

  	
  Pramod.Bhasin@geind.GE.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Copy To:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Raghuram
  Raju

  
	
   

  	
   

  	
  Designation:

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
  Address:

  	
   

  	
  GE Towers, Sector Road, DLF City Phase V Sector Road, Sector 53,
  Gurgaon, Haryana

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  91 124 235 6978

  
	
   

  	
   

  	
  E-mail:

  	
   

  	
  raghuram.raju@geind.ge.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TO GENWORTH:

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Scott McKay

  
	
   

  	
   

  	
  Designation:

  	
   

  	
  Senior Vice President, Operations & Quality

  
	
   

  	
   

  	
  Address:

  	
   

  	
  6620 West Broad Street, Richmond, VA 23230

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  804/662-7766

  
	
   

  	
   

  	
  E-mail:

  	
   

  	
  scott.mckay@ge.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Copy To:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Leon Roday

  
	
   

  	
   

  	
  Designation:

  	
   

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
  Address:

  	
   

  	
  6620 West Broad Street, Richmond, VA 
  23230

  
	
   

  	
   

  	
  Fax:

  	
   

  	
  (804) 662-2414

  
	
   

  	
   

  	
  E-mail:

  	
   

  	
  Leon.Roday@ge.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any change in
  the above shall be made by delivery as set out above.  Notice shall be deemed received if the
  sender has reasonable means of showing receipt thereof.

  
	
   

  	
   

  	
   

  
	
  Dispute Resolution Process

  	
   

  	
  Any dispute,
  controversy or claim arising out of or relating to any MOA or PSA, or the
  validity, interpretation, breach or termination of any provision of any such
  MOA or PSA shall be resolved in accordance with the dispute resolution
  process set forth in Exhibit C.

  



 


14

















 


ANNEX 1


 


Pricing Template


 


[Insert Baseline Cost for each MOA]


 


**


 


15

















 


Schedule 1


License Provisions


 


[Insert]


 


16

















 


Schedule 2


Restricted IP


 


[Insert]


 


17

















 


EXHIBIT B


Terms of Carve-Out Option


 


At any time during the term of any MOA and
prior to the Volume Reduction Date, GECIS agrees that Genworth or its designee
shall have the right, upon the occurrence of any one of the Carve-Out
Conditions and to the extent permissible under (i) applicable law or (ii) any
existing contractual obligation of GECIS, to require GECIS to transfer to it
the Resources used by GECIS to provide or support the provision of the services
under all of the then-outstanding MOAs and related PSAs as described below (the
“Carve-Out Option”).  If the Carve-Out
Option is exercised in connection with any Carve-Out Condition other than a
GECIS Divestiture, the Carve-Out option shall be exercisable for all, but not
less than all, of the Resources used by GECIS in connection with all of the
then-outstanding MOAs and related PSAs. 
If the Carve-Out Option is exercised in connection with a GECIS
Divestiture, the Carve-Out Option shall be exercisable for all, but not less
than all, of the Resources used by GECIS in connection with services
transferred to the acquiror as part of the GECIS Divestiture.


 


GECIS represents that to its knowledge there is no
law or existing contractual obligation of GECIS that would materially impair
the exercise of the Carve-Out Option by Genworth with relation to
Hardware, GECIS Materials and GECIS Employees (as defined in “Resources”
below).


 


Genworth shall notify GECIS of its exercise
of the Carve-Out Option (i) at the expiration of the Initial Term, within 15
days following the Notification Date; (ii) within 15 days of its notice to
GECIS of its intent to terminate the affected PSAs in the case of a Material
Breach, as defined below, (iii) within 120 days following a Change of Control
of GECIS, as defined below, and (iv) within 30 days of GECIS’ notice to it of a
GECIS Divestiture.  Genworth and GECIS
shall cooperate with each other and shall use commercially reasonable efforts
to obtain any approvals, permissions, consents or grants required for Genworth
to exercise its Carve-Out Option with relation to all Resources, including
Third Party Software and Third Party Agreements, (as defined in “Resources”
below) according to the terms of this Exhibit B.  GECIS will not enter into any material
agreement for purchase of Hardware or Third Party Software or enter into any
material Third Party Agreements (as defined in “Resources” below) without the
prior written consent of Genworth.


 


No acquiror of a business operation divested
by Genworth shall be entitled to exercise the Carve-Out Option. For purposes of
this Exhibit B:


 


a.               “GECIS” refers to GECIS and each
Affiliate of GECIS providing services under any MOA or PSA, as applicable;


 


b.              “Resources” refers to the
Hardware, GECIS Licensed Technology, GECIS Third Party Software, GECIS
Employees, GECIS Third Party Agreements, and Facilities, to the extent that
they are severable and identifiable, as described below;


 


c.               “Carve-Out Conditions” refer to
(a) any Change in Control of GECIS,  (b)
a Material Breach (c) Genworth’s becoming entitled to terminate the MOAs as
described under “Termination Right Relating to Damages Caps”  (d) the expiration of the Initial Term or (e) the occurrence of a
GECIS Divestiture;


 


For the purposes of this provision, a Material Breach shall refer to
any breach or a series of breaches resulting in the termination of one or more
PSAs where: (i) such breach or breaches are material and relate to Excluded
Matters (other than matters involving the gross negligence of GECIS), (ii)
Genworth is entitled to recover damages from GECIS in excess of $2,000,000
relating to such breach or breaches, or (iii) such PSAs accounted for 10% or
more of the aggregate billings by GECIS to Genworth under all MOAs during the
immediately preceding 12 months, provided, that any dispute as to
whether a matter constitutes a Material Breach shall be resolved pursuant to
the dispute resolution provisions set forth in Exhibit C and any
exercise of the Carve-Out Option by Genworth based on any such matter shall be
deferred until such dispute is resolved.


 


d.              A “Change of Control” of GECIS means
any (i) consolidation or merger of GECIS with or into another entity or
entities (whether or not GECIS is the surviving entity), excluding any such
consolidation or merger with or into GE or an Affiliate of GE, (ii) any sale or
transfer by GECIS of fifty percent (50%) or


 

















 


more of its assets, excluding any such sale to GE or an Affiliate of
GE, (iii) any sale, transfer or issuance or series of sales, transfers or
issuances of shares or other voting securities of GECIS by GECIS or the holders
thereof, as a result of which one holder, or a group of holders acting in
concert (other than GE or an Affiliate of GE), acquires the voting power (under
ordinary circumstances) to elect a majority of the board of directors (or
similar managing group) of GECIS Notwithstanding the foregoing, no transaction
of the type described in clauses (i), (ii) or (iii) shall constitute a Change
of Control of GECIS if, as of immediately following such transaction, persons
that possess the voting power (under ordinary circumstances) to elect a
majority of the board of directors (or similar managing group) of GECIS as of
immediately prior to such transaction continue to hold (directly or indirectly)
such voting power; and


 


e.               “Fair Market Value” shall mean
the fair market value of the Resources as proposed by Genworth in its Carve-Out
notice, served prior to the Notification Date, and agreed by GECIS. In the
event of disagreement between the parties as to the fair market value of the
Resources as specified in the Carve-Out notice, the parties shall appoint one
Appraiser each and such two Appraisers will jointly appoint a third appraiser
within 30 days of such disagreement. Within 60 days of their appointment, the
three appraisers will each determine and certify in writing the Fair Market
Value of the Resources consistent with the methodology described below.  The Fair Market Value shall be the average
of the three appraised values, which value shall be final and binding on the
parties.  For the purposes of this
provision, an Appraiser shall be an investment banker of international
repute.  Fair Market Value shall be determined
by the Appraisers pursuant to a methodology agreed upon by the parties prior to
the Closing Date, which shall be based upon analyses of discounted cash flows
and multiples of EBITDA relating to the services provided to Genworth under the
MOAs.  Such methodology shall be
prepared by GECIS at its cost and approved by Genworth.


 


If the Carve-Out Option is exercised, the
parties agree to consider in good faith and agree upon commercially reasonable
terms and conditions for the exercise of such option proposed by either party,
including, without limitation, the terms and conditions (A) to optimize the
consequences for both parties on their respective tax and regulatory positions
(B) to optimize the fulfillment of the obligations of GECIS to its employees,
or (C) to optimize the execution of the transition of the Resources from GECIS
to Genworth or its designee, or (D) to optimize the transaction structure, or
combination of transaction structures, to minimize any adverse financial impact
to either party, including, but not limited to, the consideration of joint
ventures or equity ownership or asset sales or some combination thereof provided,
that such optimization does not materially expand or reduce the rights of
Genworth relating to the Carve-Out.  
GECIS shall be obligated to provide Services Transfer Assistance to
Genworth until the Carve-Out is completed, but shall not be required to provide
any portion of the services provided to Genworth under the MOAs after Genworth
has acquired from GECIS the Resources used by GECIS to provide such services or
to provide Services Transfer Assistance for more than 14 months, in the case of
an exercise of the Carve-Out Option relating to the expiration of the Initial
Term or a GECIS Divestiture, 18 months, in the case of an exercise of the
Carve-Out Option relating to a Change in Control of GECIS, and 24 months in any
other case..  Upon completion of the
Carve-Out, all outstanding MOAs and PSAs shall automatically terminate.   The monetary consideration to be
paid by Genworth for the Resources upon the exercise of the Carve-out Option
shall be equal to (i) the Fair Market Value of the Resources if Genworth
exercises the Carve-out Option upon the expiration of the Initial Term, (ii)
the book value and all related transition costs of the Resources at the time of
transfer if Genworth exercises the Carve-out Option following (a) a Material
Breach of any MOA or PSA by GECIS, , and (b) a Change of Control of GECIS or
(iii) if Genworth exercises the Carve-Out Option in connection with a GECIS
Divestiture, the lesser of (y) the book value of the assets to be purchased by
Genworth or (z) the value of the divested operations relating to Genworth
implied by the consideration to be paid by the acquiror in the GECIS
Divestiture.  The parties shall agree
upon a methodology for calculating book value for purposes of this paragraph
prior to the Closing Date.  Such
methodology shall be prepared by GECIS at its cost and approved by Genworth.


 


Resources are further defined as:


 


a.             Hardware.
The hardware and other furniture, fixtures and equipment owned or leased and then
currently being used by GECIS exclusively to perform the services under any MOA
or PSA or to support such performance. To the extent any such items are not
used by GECIS exclusively to perform the services, GECIS shall assist Genworth
or its designee in purchasing, leasing or otherwise obtaining the use of
comparable items.


 


2

















 


a.             GECIS
Third-Party Software.  If GECIS has
licensed or purchased and is using any Software exclusively to provide or
support the provision of the services under any MOA or PSA, Genworth may elect
to take, or elect to direct to its designee, a transfer or an assignment of any
and all of the licenses for such software and any attendant maintenance
agreements, provided that such licenses are by their terms transferable or
assignable.  To the extent any such
licenses and the attendant current maintenance agreements are not used
exclusively to provide services to Genworth or are not transferable or
assignable by GECIS to Genworth or its designee, GECIS shall assist Genworth or
its designee, in obtaining in the name of Genworth or its designee and at the
expense of Genworth, a license for such software and a maintenance agreement
for such software.


 


b.             GECIS
Employees.  Genworth or its designee
shall have the right to make offers of employment to any or all GECIS employees
exclusively performing or supporting the performance of the services. To the
extent any GECIS employees perform or support the performance of the services
on other than an exclusive basis (including all employees indirectly supporting
the performance of the services by providing administrative services, including
legal, human resources, compliance and other services)
(“Non-exclusive Employees”),
GECIS and Genworth shall use commercially reasonable efforts to allocate such Non-exclusive
Employees in an equitable
manner between the parties.


 


c.             Third-Party Agreements.  Any third party agreements not otherwise treated in this Exhibit
B, and used by GECIS exclusively in connection with services being provided
under any MOA or PSA, including, third party agreements for maintenance,
business continuity and disaster recovery services and other necessary third
party services then being used by GECIS to perform the services.  To the extent any such agreements are not
used by GECIS exclusively to provide such Services or are not transferable by
GECIS to Genworth, GECIS shall assist Genworth in obtaining in Genworth’s name,
an agreement for comparable services.


 


d.             Facilities.  GECIS will use commercially reasonable
efforts to assist Genworth in obtaining comparable facilities.


 


3

















 


EXHIBIT C


Dispute Resolution


 


1.1   General Provisions.


 


(a)   Any dispute, controversy or claim arising out
of or relating to the Agreement or any MOA or PSA, or the validity,
interpretation, breach or termination thereof (a “Dispute”), shall be resolved
in accordance with the procedures set forth in this Exhibit C, which
shall be the sole and exclusive procedures for the resolution of any such
Dispute unless otherwise specified below.


 


(b)   Commencing with a request contemplated by Section 1.2
set forth below, all communications between the parties or their
representatives in connection with the attempted resolution of any Dispute,
including any mediator’s evaluation referred to in Section 1.3 set
forth below, shall be deemed to have been delivered in furtherance of a Dispute
settlement and shall be exempt from discovery and production, and shall not be
admissible in evidence for any reason (whether as an admission or otherwise),
in any arbitral or other proceeding for the resolution of the Dispute.


 


(c)   The parties expressly waive and forego any
right to (i) punitive, exemplary, statutorily-enhanced or similar damages in
excess of compensatory damages, and (ii) trial by jury.


 


(d)   The specific procedures set forth below,
including but not limited to the time limits referenced therein, may be
modified by agreement of the parties in writing.


 


(e)   All applicable statutes of limitations and
defenses based upon the passage of time shall be tolled while the procedures
specified in this Exhibit C are pending.  The parties will take such action, if any, required to effectuate
such tolling.


 


1.2   Consideration by Senior Executives.  If a Dispute is not resolved in the normal
course of business at the operational level, the parties shall attempt in good
faith to resolve such Dispute by negotiation between executives who hold, at a
minimum, the office of President and CEO of the respective business entities
involved in such Dispute.  Either party
may initiate the executive negotiation process by providing a written notice to
the other (the “Initial Notice”). 
Fifteen (15) days after delivery of the Initial Notice, the receiving party
shall submit to the other a written response (the “Response”).  The Initial Notice and the Response shall
include (i) a statement of the Dispute and of each party’s position, and (ii)
the name and title of the executive who will represent that party and of any
other person who will accompany the executive. 
Such executives will meet in person or by telephone within thirty (30)
days of the date of the Initial Notice to seek a resolution of the Dispute.


 


1.3   Mediation.  If a Dispute is not resolved by negotiation as provided in Section 1.2
within forty-five (45) days from the delivery of the Initial Notice, then
either party may submit the Dispute for resolution by mediation pursuant to the
CPR Institute for Dispute Resolution (the “CPR”) Model Mediation Procedure as
then in effect.  The parties will select
a mediator from the CPR Panels of Distinguished Neutrals.  Either party at commencement of the
mediation may ask the mediator to provide an evaluation of the Dispute and the
parties’ relative positions.


 


1.4   Arbitration.


 


(a)   If a Dispute is not resolved by mediation as
provided in Section 1.3 within thirty (30) days of the selection of
a mediator (unless the mediator chooses to withdraw sooner), either party may
submit the Dispute to be finally resolved by arbitration pursuant to the CPR
Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration
Rules”).  The parties consent to a
single, consolidated arbitration for all known Disputes existing at the time of
the arbitration and for which arbitration is permitted.


 


4

















 


(b)   The neutral organization for purposes of the
CPR Arbitration Rules will be the CPR. The arbitral tribunal shall be composed
of three arbitrators, of whom each party shall appoint one in accordance with
the “screened” appointment procedure provided in Rule 5.4 of the CPR
Arbitration Rules.  The arbitration
shall be conducted in New York City.  Each
party shall be permitted to present its case, witnesses and evidence, if any,
in the presence of the other party.  A
written transcript of the proceedings shall be made and furnished to the
parties.  The arbitrators shall
determine the Dispute in accordance with the law of the State of New York,
without giving effect to any conflict of law rules or other rules that might
render such law inapplicable or unavailable, and shall apply this Agreement, or
the applicable MOA or PSA, according to its terms, provided that the provisions
relating to arbitration shall be governed by the Federal Arbitration Act, 9
U.S.C. §§ 1 et seq.


 


(c)   The parties agree to be bound by any award or
order resulting from any arbitration conducted in accordance with this Section 1.4
and further agree that judgment on any award or order resulting from an
arbitration conducted under this Section 1.4 may be entered and
enforced in any court having jurisdiction thereof.


 


(d)   Except as expressly permitted by this
Agreement, no party will commence or voluntarily participate in any court
action or proceeding concerning a Dispute, except (i) for enforcement as
contemplated by Section 1.4(c) above, (ii) to restrict or vacate an
arbitral decision based on the grounds specified under applicable law, or (iii)
for interim relief as provided in paragraph (e) below. For purposes of the
foregoing, the parties hereto submit to the non-exclusive jurisdiction of the
courts of the State of New York.


 


(e)   In addition to the authority otherwise
conferred on the arbitral tribunal, the tribunal shall have the authority to
make such orders for interim relief, including injunctive relief, as it may
deem just and equitable.  If the
tribunal shall not have been appointed, either party may seek interim relief
from a court having jurisdiction if the award to which the applicant may be
entitled may be rendered ineffectual without such interim relief.  Upon appointment of the tribunal following
any grant of interim relief by a court, the tribunal may affirm or disaffirm
such relief, and the parties will seek modification or rescission of the court action
as necessary to accord with the tribunal’s decision.


 


Each party will bear its own attorneys’ fees and costs incurred in
connection with the resolution of any Dispute in accordance with this Exhibit
C.


 


5

















 


OSSA
Schedule 1


 


ARTICLE
I

Definitions


 


Section 1.01.        Certain Defined Terms.  The
following capitalized terms used in this Agreement shall have the meanings set
forth below:


 


“Bankruptcy
Code” has the meaning set forth in Section 2.05 of
this Schedule 1.


 


“Improvement” means
any modification, derivative work or improvement of any Technology.


 


“Licensed Products and Services”
means those products and services that use, practice or incorporate the
Licensor’s Intellectual Property or Technology.


 


“Licensee” means a Person
receiving a license or sublicense under this Schedule 1.


 


“Licensor” means a Person
granting a license or sublicense under this Schedule 1.


 


ARTICLE
II

License Grant


 


Section 2.01.        Grant from GECIS
to Genworth and its Affiliates.


 


(a)           GECIS will grant, and will cause its
Affiliates to grant, to Genworth and its Affiliates a non-exclusive,
irrevocable, royalty-free, fully paid up, worldwide, perpetual right and
license, with no right to sublicense except as provided herein, under the GECIS
Licensed Technology:  (i) to allow
employees, directors and officers of Genworth and its Affiliates to use and
practice the GECIS Licensed Technology for internal purposes, (ii) to make,
have made, use, sell, have sold, import, and otherwise commercialize Licensed
Products and Services and (iii) to create Improvements in accordance with
Section 2.03 of this Schedule 1.


 


(b)           Subject to the “License from GECIS to
Genworth” section of Exhibit A of this Agreement, Genworth and its Affiliates may grant sublicenses of the right
and license granted under this Section 2.01 of this Schedule 1 to an acquiror
of any of the businesses, operations or assets of Genworth or its Affiliates to
which this Agreement relates, which acquiror executes an agreement to be bound by
all obligations of Genworth and its Affiliates under this Schedule 1 relating
to such right and license (a copy of which agreement is provided to
GECIS).  Genworth may assign the right
and license granted under this Section 2.01 of this Schedule 1 in accordance
with Section 5.01 of this Schedule 1.


 


(c)           Subject to the provisions under the “Confidentiality” section of
Exhibit A of this Agreement, Genworth and its Affiliates may permit
their suppliers, contractors and consultants to exercise the right and license
granted to Genworth and its Affiliates under this Section 2.01 of this Schedule
1 on behalf of and at the direction of Genworth and its Affiliates (and not
solely for the benefit of such suppliers, contractors and consultants).


 


(d)           Subject to the provisions under the
“Confidentiality” section of Exhibit A of this Agreement, Genworth and
its Affiliates may permit employees, directors and officers of their customers
and suppliers in the ordinary course of
Genworth’s business (and not Persons


 


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who
are customers or suppliers merely to access and use the GECIS Licensed
Technology) to use training and productivity-enhancing Software and
documentation that is subject to the right and license granted under this
Section 2.01 of this Schedule 1 and is for general use by customers and suppliers, provided that
Genworth’s or its Affiliates’ purpose in permitting such use is to benefit the
business of Genworth or its Affiliates, provided further that such customers
and suppliers may not use any such Software and documentation in advertising,
publicity or marketing activities without GECIS’ prior written approval, which approval will not be
unreasonably withheld.


 


Section 2.02.        Grant from
Genworth to GECIS and its Affiliates.


 


(a)           (i)            Genworth will grant, and will cause
its Affiliates to grant, to GECIS and its Affiliates a non-exclusive,
irrevocable, royalty-free, fully paid up, worldwide, perpetual right and
license, with no right to sublicense except as provided herein, under the
Genworth Licensed Technology:  (A) to
allow employees, directors and officers of GECIS and its Affiliates to use and
practice the Genworth Licensed Technology for internal purposes, (B) to make,
have made, use, sell, have sold, import, and otherwise commercialize Licensed
Products and Services and (C) to
create Improvements in accordance with Section 2.03 of this Schedule 1.


 


(ii)           In addition to the foregoing right
and license, Genworth will grant, and shall cause its Affiliates to grant, to
GECIS a non-exclusive, royalty-free, fully paid up, worldwide right and
license, irrevocable during the term of this Agreement and with no right to
sublicense, to use all Genworth Licensed Technology, trademarks, service marks,
trade dress, logos and other identifiers of source owned by Genworth or its
Affiliates and provided to GECIS for the sole purpose of providing services to
Genworth and its Affiliates under the MOAs and PSAs.  GECIS shall comply with all reasonable quality control standards
and guidelines provided by Genworth to GECIS in writing that are intended to
protect the goodwill associated with such trademarks, service marks, trade
dress, logos and other identifiers of source. 
GECIS may permit its suppliers, contractors and consultants to exercise
such right and license on behalf of and at the direction of GECIS (and not for
the benefit of such suppliers, contractors and consultants), subject to the
prior written consent of Genworth (which shall not be required in the case of
temporary employees of GECIS and which, otherwise, shall not be unreasonably
withheld) and the receipt of any necessary regulatory approval.


 


(b)           Subject to the provisions under the “Assignment and Subcontracting”
section of Exhibit A of this Agreement, GECIS and its Affiliates may grant
sublicenses of the right and license granted under this Section 2.02 of this
Schedule 1 to an acquiror of any of the businesses, operations or assets of
GECIS or its Affiliates to which this Agreement relates, which acquiror
executes an agreement to be bound by all obligations of GECIS and its
Affiliates under this Schedule 1 relating to such right and license (a copy of
which agreement is provided to Genworth). 
GECIS may assign the right and license granted under this Section 2.01
of this Schedule 1 in accordance with Section 5.01 of this Schedule 1.


 


(c)           Subject to the provisions under the
“Confidentiality” and “Assignment and Subcontracting” sections of Exhibit A of
this Agreement, GECIS and its Affiliates may permit their suppliers,
contractors and consultants to exercise the right and license granted to GECIS
and its Affiliates under this Section 2.02 of this Schedule 1 on behalf of and
at the direction of


 


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GECIS and its Affiliates
(and not solely for the benefit of such suppliers, contractors and
consultants).


 


(d)           Subject to the provisions under the
“Confidentiality” section of Exhibit A of this Agreement, GECIS and its
Affiliates may permit employees, directors and officers of their customers and
suppliers in the ordinary course of
GECIS’ business (and not Persons who are customers or suppliers merely to
access and use the Genworth Licensed Technology) to use training and
productivity-enhancing Software and documentation that is subject to the right
and license granted under this Section 2.02 of this Schedule 1 and is for general use by customers and
suppliers, provided that GECIS’ or its Affiliates’ purpose in permitting such
use is to benefit the business of GECIS or its Affiliates, provided further
that such customers and suppliers may not use any such Software and
documentation in advertising, publicity or marketing activities without Genworth’s prior written approval,
which approval will not be unreasonably withheld.


 


Section 2.03.        Improvements.  Improvements and all Intellectual Property
rights therein made solely by or on behalf of the Licensee shall be owned by
the Licensee.  Improvements jointly
developed by Licensee and Licensor shall be owned by GECIS.  For the avoidance of doubt, (i) Licensee
shall not own any Intellectual Property rights or Technology licensed to
Licensee hereunder and (ii) each party may freely assign or license
Improvements owned by it but shall not have the right to assign any
Intellectual Property or Technology of the other party and shall only have the
right to sublicense Intellectual Property or Technology of the other party as
expressly set forth herein.  No rights
are granted to the other party to any Improvements owned by each party, unless
such Improvements are otherwise subject to the provisions of Sections 2.01 or
2.02 of this Schedule 1.


 


Section 2.04.        Section 365(n) of
the Bankruptcy Code.  All rights and licenses granted under this Schedule 1 are, and
shall otherwise be deemed to be, for purposes of Section 365(n) of the United
States Bankruptcy Code (the “Bankruptcy Code”),
licenses of rights to “intellectual property” as defined under Section 101(35A)
of the Bankruptcy Code.  The parties
shall retain and may fully exercise all of their respective rights and
elections under the Bankruptcy Code.


 


Section 2.05.        Customers.  Each party agrees that it will use reasonable efforts to not
knowingly bring any legal action or proceeding against, or otherwise
communicate with, any customer of the other party with respect to any alleged
infringement, misappropriation or violation of any Intellectual Property of
such party licensed hereunder based on such customer’s use of the other party’s
products or services without first providing the other party written notice of
such alleged infringement, misappropriation or violation.


 


Section 2.06.        Reservation of
Rights. 
All rights not expressly granted by a party hereunder are reserved by
such party.  Without limiting the
generality of the foregoing, the parties expressly acknowledge that nothing
contained herein shall be construed or interpreted as a grant, by implication
or otherwise, of any licenses other than the licenses expressly set forth in
this Article II.  The licenses granted
in Sections 2.01 and 2.02 of this Schedule 1 are subject to, and limited by,
any and all licenses, rights, limitations and restrictions with respect to, as
applicable, the GECIS Licensed Technology and the Genworth Licensed Technology
previously granted to or otherwise obtained by any third party that are in
effect as of the Closing.


 


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Section 2.07.        Delivery of Software.


 


(a)           Either party may request one (1) copy
of Software or other electronic or written documentation (“Electronic Materials”) that
(i) is subject to the license granted to such requesting party under this
Article II and (ii) has not already been provided to the requesting party since
the Closing Date.  The delivering party
shall make available or deliver to the requesting party a copy of any such
Software or Electronic Materials that is in existence at the time of such
request.


 


(b)           All Software and Electronic Materials
required to be made available to or delivered to a Licensee pursuant to Section
2.07(a) of this Schedule 1 will be delivered by the Licensor to the Licensee
electronically, or with the assistance of the Licensor, downloaded by the
Licensee from the Internet, provided that the Licensee complies with all
reasonable security measures implemented by the Licensor.


 


Section
2.08.        Liability for Acts of Permitted Users and Sublicensees.


 


Each party shall be liable to the other party
for the acts of its sublicensees and other persons permitted to use any
Intellectual Property or Technology of the other party in accordance with this
Article II as though such persons were licensees thereunder.


 


ARTICLE
III

Covenants


 


Section 3.01.        Ownership.  No party shall represent that it has any
ownership interest in any Intellectual Property or Technology of the other
party licensed hereunder.


 


Section 3.02.        Prosecution and Maintenance.  Each party retains the sole right to protect
at its sole discretion the Intellectual Property and Technology owned by such
party, including, without limitation, deciding whether to file and prosecute
applications to register patents, copyrights and mask work rights included in
such Intellectual Property, whether to abandon prosecution of such
applications, and whether to discontinue payment of any maintenance or renewal
fees with respect to any patents included in such Intellectual Property.


 


Section 3.03.        Third Party
Infringements, Misappropriations, Violations.


 


(a)           Subject to any confidentiality
restrictions that would prevent such disclosure, each party shall promptly
notify the other party in writing of any actual or possible infringements,
misappropriations or other violations of the Technology or Intellectual
Property of the other party being licensed hereunder by a third party that come
to such party’s attention, as well as the identity of such third party or
alleged third party and any evidence of such infringement, misappropriation or
other violation within such party’s custody or control.  The other party shall have the sole right to
determine at its sole discretion whether any action shall be taken in response
to such infringements, misappropriations or other violations.


 


(b)           Subject to any confidentiality
restrictions that would prevent such disclosure, each party shall promptly
notify the other party in writing upon learning of the existence or possible
existence of rights held by any third party that may be infringed,


 


9

















 


misappropriated or
otherwise violated by the use or practice of the Technology or Intellectual
Property of the other party (or any element or portion thereof) licensed
hereunder, as well as the identity of such third party and any evidence
relating to such purported infringement, misappropriation or other violation
within such party’s custody or control. 
Such party shall cooperate fully with the other party to avoid
infringing, misappropriating or violating any third party intellectual property
rights, and shall discontinue all use and practice of such Technology or
Intellectual Property that is the subject of such purported infringement,
misappropriation or other violation upon the reasonable request of the other
party.


 


(c)           Subject to any confidentiality
restrictions that would prevent such disclosure, each party shall promptly
notify the other party in writing upon learning of the existence or possible
existence of rights held by any third party that may be infringed,
misappropriated or otherwise violated by the use or practice of the Technology
or Intellectual Property (or any element or portion thereof) licensed to the
other party hereunder, as well as the identity of such third party.  The other party shall cooperate fully with
such party to avoid infringing, misappropriating or violating any third party
intellectual property rights, and shall discontinue all use and practice of
such Technology or Intellectual Property that is the subject of such purported
infringement, misappropriation or other violation upon the reasonable request
of such party, and shall provide such party any evidence relating to such
purported infringement, misappropriation or other violation within the other
party’s custody or control.


 


Section 3.04.        Patent Marking.  Each party acknowledges and agrees that it
will comply with all reasonable requests of the other party relative to patent
markings required to comply with or obtain the benefit of statutory notice or
other provisions.


 


ARTICLE
IV

No
Termination


 


Notwithstanding anything to
the contrary contained herein or in the Agreement, the terms and conditions of
this Schedule 1 may only be terminated upon the mutual written agreement of the
parties.  In the event of a breach of
the terms or conditions of this Schedule 1, the sole and exclusive remedy of
the non-breaching party shall be to recover monetary damages and/or to obtain
injunctive or equitable relief.


 


ARTICLE
V

General
Provisions


 


Section 5.01.        Assignment.


 


(a)           The rights and duties under this
Schedule 1 shall not be assignable or delegable, in whole or in part, by any
party hereto to any third party, including, without limitation, Affiliates of
any party, without the prior written consent of the other party hereto and any
necessary regulatory approval, and any attempted assignment or delegation
without such consent shall be null and void. 
Notwithstanding the foregoing, the rights and duties under this Schedule
1 may be assigned by any party as follows without obtaining the prior written
consent of the other party hereto:


 


10

















 


(i)            GECIS, in its sole discretion, may
assign any or all of its rights under this Schedule 1, and may delegate any or
all of its duties under this Schedule 1 to any Affiliate of GECIS at any time,
which expressly accepts such assignment in writing and assumes, as applicable,
any such obligations, provided that GECIS shall continue to remain liable for
the performance by such assignee;


 


(ii)           Genworth, in its sole discretion, may
assign any or all of its rights under this Schedule 1, and may delegate any or
all of its duties under this Schedule 1 to any Affiliate of Genworth at any time,
which expressly accepts such assignment in writing and assumes, as applicable,
any such obligations, provided that Genworth shall continue to remain liable
for the performance by such assignee; and


 


(iii)          Subject to the “License from GECIS to Genworth”
section of Exhibit A of this Agreement, each party may assign any or all
of its rights, or delegate any or all of its duties, under this Schedule 1 to
(i) an acquiror of all or substantially all of the equity or assets of the
business of such party to which this Agreement relates or (ii) the surviving
entity in any merger, consolidation, equity exchange or reorganization
involving such party, provided that such acquiror or surviving entity, as the
case may be, executes an agreement to be bound by all the obligations of such
party under this Schedule 1 (a copy of which agreement is provided to the other
party).


 


(b)           If a party requests the written
consent of the other party to any assignment of this Agreement, the other party
agrees to negotiate in good faith with such party regarding such consent.  The terms and conditions of this Schedule 1
shall also be binding upon and inure to the benefit of and be enforceable by
the successors, legal representatives and permitted assigns of each party
hereto.  All license rights and
covenants contained herein shall run with all Intellectual Property of any
party licensed hereunder and shall be binding on any successors in interest or
assigns thereof.


 


Section 5.02.        Warranty and
Disclaimer.  NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, IN THE MASTER AGREEMENT OR IN ANY MOA OR PSA, THE
INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSED BY EACH PARTY TO THE OTHER PARTY
PURSUANT TO THIS AGREEMENT IS FURNISHED “AS IS”, WITH ALL FAULTS AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY,
ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.


 


Section 5.03.        Assumption of Risk.


 


(a)           Except as provided in the Master
Agreement, Genworth, on behalf of itself and its Affiliates, hereby assumes all
risk and liability in connection with their use of the GECIS Licensed
Technology.


 


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(b)           Except as provided in the Master
Agreement, GECIS, on behalf of itself and its Affiliates, hereby assumes all
risk and liability in connection with their use of the Genworth Licensed
Technology.


 


Section 5.04.        MOA or PSA.  The parties may agree in any MOA or PSA to
amend the terms and conditions of the licenses granted under this Schedule 1.


 


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