Exhibit 10.3


 


TRANSITION SERVICES AGREEMENT


 


dated
                        ,
2004


 


among


 


GENERAL ELECTRIC COMPANY,


 


GENERAL ELECTRIC CAPITAL
CORPORATION,


 


GEI, INC.,


 


GE FINANCIAL ASSURANCE HOLDINGS,
INC.,


 


GNA CORPORATION, 


 


GE ASSET MANAGEMENT INCORPORATED, 


 


GENERAL ELECTRIC MORTGAGE HOLDINGS
LLC


 


and


 


GENWORTH FINANCIAL, INC.


 

















 


TABLE OF CONTENTS


 


	
  Article I

  	
  DEFINITIONS

  
	
   

  	
   

  
	
   

  	
  SECTION 1.01.

  	
  Certain Defined Terms

  
	
   

  	
  SECTION 1.02.

  	
  Other
  Terms

  
	
   

  	
   

  	
   

  	
   

  
	
  Article II

  	
  SERVICES AND TERMS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.01.

  	
  Services;
  Scope

  
	
   

  	
  SECTION 2.02.

  	
  Conversion Services

  
	
   

  	
  SECTION 2.03.

  	
  GE Services Manager

  
	
   

  	
  SECTION 2.04.

  	
  Company Services Manager

  
	
   

  	
  SECTION 2.05.

  	
  Performance and Receipt of Services

  
	
   

  	
   

  	
   

  	
   

  
	
  Article III

  	
  OTHER ARRANGEMENTS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.01.

  	
  Vendor
  Agreements

  
	
   

  	
  SECTION 3.02.

  	
  Six Sigma Programs

  
	
   

  	
   

  	
   

  	
   

  
	
  Article IV

  	
  ADDITIONAL AGREEMENTS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.01.

  	
  Leases

  
	
   

  	
  SECTION 4.02.

  	
  Computer-Based Resources

  
	
   

  	
  SECTION 4.03.

  	
  GRC
  Matters

  
	
   

  	
  SECTION 4.04.

  	
  Consents

  
	
   

  	
  SECTION 4.05.

  	
  Access

  
	
   

  	
  SECTION 4.06.

  	
  Management Consulting Services

  
	
   

  	
   

  	
   

  	
   

  
	
  Article V

  	
  COSTS AND DISBURSEMENTS; PAYMENTS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.01.

  	
  Costs and Disbursements; Payments

  
	
   

  	
   

  	
   

  	
   

  
	
  Article VI

  	
  STANDARD FOR SERVICE; COMPLIANCE WITH LAWS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.01.

  	
  Standard for Service

  
	
   

  	
  SECTION 6.02.

  	
  Compliance with Laws

  
	
   

  	
   

  	
   

  
	
  Article VII

  	
  INDEMNIFICATION; LIMITATION ON LIABILITY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 7.01.

  	
  Limited Liability of a Provider

  
	
   

  	
  SECTION 7.02.

  	
  Indemnification by Each Provider

  
	
   

  	
  SECTION 7.03.

  	
  Indemnification by Each Recipient

  
	
   

  	
  SECTION 7.04.

  	
  Indemnification Procedures

  
	
   

  	
  SECTION 7.05.

  	
  Limitation on Liability

  
	
   

  	
  SECTION 7.06.

  	
  Liability for Payment Obligations

  
	
   

  	
  SECTION 7.07.

  	
  Exclusions

  
	
   

  	
   

  	
   

  
	
  Article VIII

  	
  DISPUTE RESOLUTION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 8.01.

  	
  Applicable
  Law

  
	
   

  	
  SECTION 8.02.

  	
  Dispute Resolution

  



 

















 


	
  Article IX

  	
  TERMINATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 9.01.

  	
  Termination

  
	
   

  	
  SECTION 9.02.

  	
  Effect of Termination

  
	
   

  	
  SECTION 9.03.

  	
  Survival

  
	
   

  	
  SECTION 9.04.

  	
  Business Continuity; Force Majeure

  
	
   

  	
   

  	
   

  
	
  Article X

  	
  GENERAL PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 10.01.

  	
  Independent Contractors

  
	
   

  	
  SECTION 10.02.

  	
  Subcontractors

  
	
   

  	
  SECTION 10.03.

  	
  Additional Services; Books and Records

  
	
   

  	
  SECTION 10.04.

  	
  Confidential Information

  
	
   

  	
  SECTION 10.05.

  	
  Notices

  
	
   

  	
  SECTION 10.06.

  	
  Taxes

  
	
   

  	
  SECTION 10.07.

  	
  Regulatory Approval and Compliance

  
	
   

  	
  SECTION 10.08.

  	
  Severability

  
	
   

  	
  SECTION 10.09.

  	
  Entire Agreement

  
	
   

  	
  SECTION 10.10.

  	
  Assignment; No Third-Party Beneficiaries

  
	
   

  	
  SECTION 10.11.

  	
  Amendment

  
	
   

  	
  SECTION 10.12.

  	
  Rules of Construction

  
	
   

  	
  SECTION 10.13.

  	
  Counterparts

  
	
   

  	
  SECTION 10.14.

  	
  No Right to Set-Off

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SCHEDULE A

  	
  GE
  Services

  
	
   

  	
  SCHEDULE A-1

  	
  Investment IT Services

  
	
   

  	
  SCHEDULE B

  	
  Company
  Services

  
	
   

  	
  SCHEDULE C-1

  	
  Leased
  Facilities (GE to Genworth)

  
	
   

  	
  SCHEDULE C-2

  	
  Leased Facilities (Genworth to GE)

  
	
   

  	
  SCHEDULE D

  	
  GRC
  Projects

  
	
   

  	
  SCHEDULE E

  	
  Management Consulting Services

  
	
   

  	
  SCHEDULE F

  	
  Business Associate Addendum

  



 


 


ii

















 


This Transition Services
Agreement, dated
              ,
2004 (this “Agreement”), is made by and among GENERAL ELECTRIC COMPANY,
a New York corporation (“General Electric”), GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“GE Capital”), GEI, INC., a
Delaware corporation (“GEI”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a
Delaware corporation (“GEFAHI”), GNA CORPORATION, a Washington
corporation (“GNA”), GE ASSET MANAGEMENT INCORPORATED, a Delaware
corporation (“GEAM”), GENERAL ELECTRIC MORTGAGE HOLDINGS LLC, a North
Carolina limited liability company (“GEMH”), and GENWORTH FINANCIAL,
INC., a Delaware corporation (“Genworth”).


 


RECITALS


 


A.                                   General Electric, GE
Capital, GEI, GEFAHI and Genworth entered into a Master Agreement, dated as of
          , 2004 (the “Master
Agreement”).


 


B.                                     It is contemplated
by the Master Agreement that after the date hereof (i) General Electric will
continue to provide, or cause to continue to be provided, certain
administrative and support services and other assistance to Genworth (together
with its Subsidiaries, including GNA and GEMH, collectively hereinafter
referred to as the “Company”) on a transitional basis and in accordance
with the terms and subject to the conditions set forth herein, and (ii) the
Company will continue to provide, or cause to continue be provided, certain
administrative and support services and other assistance to General Electric
(together with its Subsidiaries, including GE Capital, GEFAHI, and GEAM (but
excluding Genworth and its Subsidiaries), collectively hereinafter referred to
as “GE”) on a transitional basis and in accordance with the terms and
subject to the conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein and
for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01.                 Certain
Defined Terms.  Unless otherwise
defined herein, all capitalized terms used herein shall have the same meaning
as in the Master Agreement.


 


The following capitalized
terms used in this Agreement shall have the meanings set forth below:


 


“Cross License”
means the Intellectual Property Cross License and Non-Assertion Agreement,
dated as of the date hereof, by and between General Electric and Genworth.


 


“European Transition
Services Agreement” means the Transitional Services Agreement, dated as of
the date hereof, between Financial Insurance Group Services Limited and GE Life
Services Limited.  


 

















 


“GEFAHI Divested
Companies” means the following companies and their associated business
divested by GEFAHI on or about August 29, 2003:  (i) GE Property and Casualty Insurance Company; (ii) GE Casualty
Insurance Company; (iii) GE Indemnity Insurance Company; (iv) GE Auto &
Home Insurance Company, (v) Bayside Casualty Insurance Company; (vi) GE
Financial Assurance Japan Ltd.; (vii) GE Edison Life Insurance Company; (viii)
Toho Shinyo Hosho Company; and (ix) GE Edison Services Company. 


 


“Information Systems”
means computing, telecommunications or other digital operating or processing
systems or environments, including, without limitation, computer programs,
data, databases, computers, computer libraries, communications equipment,
networks and systems.  When referenced
in connection with Services, Information Systems shall mean the Information
Systems accessed and/or used in connection with the Services.


 


“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 application 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) 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, (iv) intellectual property
rights arising from or in respect of domain names, domain name registrations
and reservations, (v) trade secrets, (vi) intellectual property rights arising
from or in respect of Technology, and (vii) all other applications and
registrations related to any of the intellectual property rights set forth in
the foregoing clauses (i) – (vi) above. 


 


“Investment Management
Agreements” means each of the Amended and Restated Investment Management
and Services Agreements dated as of the date hereof between GEAM and one or
more Subsidiaries of Genworth.


 


“Provider” means
the party providing a Service under this Agreement.


 


“Recipient” means
the party to whom a Service under this Agreement is being provided.  


 


“Representative(s)”
of a Person means any director, officer, employee, agent, consultant,
accountant, auditor, financing source, attorney, investment banker or other
representative of such Person.


 


“Retained Businesses”
means the insurance businesses owned or managed, directly or indirectly, by
General Electric or one of its Subsidiaries immediately prior to the Closing
and any other businesses owned or managed, directly or indirectly, by General
Electric or one of its Subsidiaries immediately prior to the Closing that
received any service or support


 


2

















 


substantially the same as
the Company Services described in Schedule B hereto from GEFAHI or
the Company at any time prior to the Closing, in each case to the extent such
businesses are not transferred or contributed to the Company at the Closing.


 


“Software” means
the object and source code versions of computer programs and any associated
documentation therefore.


 


“Service(s)” means,
individually and collectively, the GE Services, Company Services and
Undertakings (but specifically excludes the Management Consulting Services). 


 


“Service Termination
Date” shall have the meaning specified in Schedule A, Schedule A-1
or Schedule B, as applicable, in respect of any Service, or such
earlier date as provided hereunder.


 


“Technology”
means, collectively, all designs, formulas, algorithms, procedures, techniques,
ideas, know-how, software, programs, models, routines, confidential and proprietary
information, databases, tools, inventions, invention disclosures, 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.


 


“Total Consent Cost
Amount” means
$              ,
which amount represents the parties’ agreed-upon good faith estimate of the
anticipated out-of-pocket costs with respect to obtaining, performing or
otherwise satisfying (i) the Consents  pursuant
to the terms of this Agreement and (ii) the Consents (as such term is defined
in the European Transition Services Agreement) pursuant to the terms of the
European Transition Services Agreement.


 


“Total Conversion Cost
Amount” means $          
[To be extracted from Schedules A and A-1],
which amount represents the parties’ agreed-upon good faith estimate of the
anticipated nonrecurring, out-of-pocket conversion costs with respect to the
transition of (i) the GE Services pursuant to the terms of this Agreement and
(ii) the GEIH Services (as such term is defined in the European Transition
Services Agreement) pursuant to the terms of the European Transition Services
Agreement.


 


“Undertakings”
means, collectively, the obligations of General Electric and its Subsidiaries
and Genworth and its Subsidiaries set forth in Article III.


 


“Virus” shall mean
any computer instructions (i) that adversely affect the operation, security or
integrity of a computing, telecommunications or other digital operating or
processing system or environment, including without limitation, other programs,
data, databases, computer libraries and computer and communications equipment,
by altering, destroying, disrupting or inhibiting such operation, security or
integrity; (ii) that without functional purpose, self-replicate without manual
intervention; and/or (iii) that purport to perform a useful function but which
actually perform either a destructive or harmful function, or perform no useful
function and utilize substantial computer, telecommunications or memory
resources.


 


SECTION 1.02.                 Other
Terms.  For purposes of this
Agreement, the following terms have the meanings set forth in the sections or
agreements indicated.


 


3

















 


	
  Term

  	
   

  	
  Section

  
	
  Affiliate

  	
   

  	
  Master Agreement

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Breaching Party

  	
   

  	
  Section 9.01(a)

  
	
  Business Day

  	
   

  	
  Master Agreement

  
	
  Closing

  	
   

  	
  Master Agreement

  
	
  Closing Date

  	
   

  	
  Master Agreement

  
	
  Company

  	
   

  	
  Recitals

  
	
  Company Indemnified Party

  	
   

  	
  Section 3.02(b)

  
	
  Company Services

  	
   

  	
  Section 2.01(b)

  
	
  Company Services Manager

  	
   

  	
  Section 2.04

  
	
  Company Substitute Service

  	
   

  	
  Section 2.01(b)

  
	
  Company Vendor Agreements

  	
   

  	
  Section 3.01(b)

  
	
  Consents

  	
   

  	
  Section 4.04(a)

  
	
  Controlled

  	
   

  	
  Cross License

  
	
  Electronic Materials

  	
   

  	
  Section 2.02(a)(iii)

  
	
  Force Majeure

  	
   

  	
  Master Agreement

  
	
  General Electric

  	
   

  	
  Preamble

  
	
  GE

  	
   

  	
  Recitals

  
	
  GE Acquired Unit

  	
   

  	
  Section 10.10

  
	
  GEAM

  	
   

  	
  Preamble

  
	
  GE Basic Substitute Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Confidential Information

  	
   

  	
  Master Agreement

  
	
  GE Capital

  	
   

  	
  Preamble

  
	
  GE Divested Unit

  	
   

  	
  Section 10.10

  
	
  GEFAHI

  	
   

  	
  Preamble

  
	
  GEI

  	
   

  	
  Preamble

  
	
  GE Intellectual Property

  	
   

  	
  Cross License

  
	
  GEMH

  	
   

  	
  Preamble

  
	
  Genworth

  	
   

  	
  Preamble

  
	
  Genworth Acquired Unit

  	
   

  	
  Section 10.10

  
	
  Genworth Business

  	
   

  	
  Master Agreement

  
	
  Genworth Confidential Information

  	
   

  	
  Master Agreement

  
	
  Genworth Divested Unit

  	
   

  	
  Section 10.10

  
	
  Genworth Intellectual Property

  	
   

  	
  Cross License

  
	
  GE-Owned GRC Intellectual Property

  	
   

  	
  Section 4.03(b)

  
	
  GE Services

  	
   

  	
  Section 2.01(a)

  
	
  GE Services Manager

  	
   

  	
  Section 2.03

  
	
  GE Substitute Investment IT Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Substitute Service

  	
   

  	
  Section 2.01(a)

  
	
  GE Vendor Agreements

  	
   

  	
  Section 3.01(a)

  
	
  GNA

  	
   

  	
  Preamble

  
	
  HIPAA

  	
   

  	
  Schedule F

  
	
  HIPAA Privacy Rule

  	
   

  	
  Schedule F

  
	
  IBS

  	
   

  	
  Section 5.01(c)(i)

  
	
  Improvement

  	
   

  	
  Cross License

  



 


4

















 


	
  Term

  	
   

  	
  Section

  
	
  Investment IT Services

  	
   

  	
  Section 2.01(a)

  
	
  Laws

  	
   

  	
  Master Agreement

  
	
  Liabilities

  	
   

  	
  Master Agreement

  
	
  Management Consulting Services

  	
   

  	
  Section 4.06(a)

  
	
  Master Agreement

  	
   

  	
  Recitals

  
	
  Non-Breaching Party

  	
   

  	
  Section 9.01(a)

  
	
  Other Costs

  	
   

  	
  Section 5.01(a)

  
	
  Permitted Use

  	
   

  	
  Section 3.02(a)

  
	
  Provider Indemnified Party

  	
   

  	
  Section 7.01

  
	
  Recipient Indemnified Party

  	
   

  	
  Section 7.02

  
	
  Reinsurance Agreement(s)

  	
   

  	
  Master Agreement

  
	
  Service Charges

  	
   

  	
  Section 5.01(a)

  
	
  Six Sigma Programs

  	
   

  	
  Section 3.02(a)

  
	
  Standard for Services

  	
   

  	
  Section 6.01

  
	
  Subsidiary

  	
   

  	
  Master Agreement

  
	
  Taxes

  	
   

  	
  Section 10.06(b)

  
	
  Transactions

  	
   

  	
  Master Agreement

  
	
  Trigger Date

  	
   

  	
  Master Agreement

  



 


ARTICLE II



SERVICES AND TERMS


 


SECTION 2.01.                 Services;
Scope


 


(a)                                  During
the period commencing on the date hereof and ending on the relevant Service
Termination Date, subject to the terms and conditions set forth in this
Agreement, General Electric shall provide or cause to be provided to the
Company the services listed in Schedule A (the “GE Service(s)”).  The “GE Services” also shall include (1) any
Services to be provided by GE to the Company as agreed pursuant to
Section 10.03(a), (2) the investment-related information technology
services set forth on Schedule A-1 (the “Investment IT Services”),
and (3) any GE Substitute Service; provided, however, that (i)
the scope of each GE Service shall be substantially the same as the scope of
such service provided by GE to the Company or the Company’s predecessor, as
applicable, on the last day prior to the date hereof that such service was
provided by GE to the Company or the Company’s predecessor, as applicable, in
the ordinary course, (ii) the use of each GE Service by the Company shall
include use by the Company’s contractors in substantially the same manner as
used by the contractors of the Company or the Company’s predecessor, as
applicable, prior to the Closing and (iii) except as provided in
Section 10.10, nothing in this Agreement shall require that any GE Service
be provided other than for use in, or in connection with the Genworth
Business.  Nothing in the preceding
sentence or elsewhere in this Agreement shall be deemed to restrict or
otherwise limit the volume or quantity of any GE Service, provided that certain
volume or quantity changes with respect to a GE Service may require the parties
to negotiate in good faith and use their commercially reasonable efforts to
agree upon a price change with respect to such GE Service pursuant to
Section 10.10.  If, for any reason,
GE is unable to provide any GE Service (other than


 


5

















 


an Investment IT
Service) to the Company pursuant to the terms of this Agreement, GE shall
provide to the Company a substantially equivalent service (a “GE Basic
Substitute Service”) at or below the cost for the substituted GE Service as
set forth in Schedule A and otherwise in accordance with the terms
of this Agreement, including the Standard for Services.  If, for any reason, GE is unable to provide
any Investment IT Service to the Company pursuant to the terms of this
Agreement or GE elects to provide a substitute service in lieu of such
Investment IT Service, GE shall provide to the Company a substantially
equivalent service (a “GE Substitute Investment IT Service”) at or below
the cost for the substituted Investment IT Service as set forth in Schedule A-1
(subject to any increase in such costs provided for in the Investment
Management Agreements) and otherwise in accordance with the terms of this
Agreement, including the Standard for Services; provided, however,
(i) GE shall provide the Recipient of such GE Substitute Investment IT Service
with reasonable advance notice of the proposed commencement date of such GE
Substitute Investment IT Service and (ii) upon such Recipient’s request, GE
shall provide such Recipient with information regarding GE’s plans to
substitute the existing Investment IT Service with the GE Substitute Investment
IT Service and permit such Recipient to (A) consult with applicable GE
personnel regarding the proposed GE Substitute Investment IT Service and the
third party provider thereof and (B) participate in negotiations with any third
party provider of such GE Substitute Investment IT Service, provided that GE
shall have the exclusive right, subject to the terms of this Agreement, to
ultimately select the GE Substitute Investment IT Service and the provider
thereof.  Together, the GE Basic
Substitute Services and the GE Substitute Investment IT Services shall be the “GE
Substitute Services.”


 


(b)                                 During
the period commencing on the date hereof and ending on the relevant Service
Termination Date, subject to the terms and conditions set forth in this
Agreement, Genworth shall provide or cause to be provided to GE the services
listed in Schedule B (the “Company Service(s)”).  The “Company Services” also shall include
(1) any Services to be provided by the Company to GE as agreed pursuant to
Section 10.03(a) and (2) any Company Substitute Service; provided, however,
that (i) the scope of each Company Service shall be substantially the same as
the scope of such service provided by the Company or the Company’s predecessor,
as applicable, to GE on the last day prior to the date hereof that such service
was provided by the Company or the Company’s predecessor, as applicable, to GE
in the ordinary course, (ii) the use of each Company Service by GE shall
include use by GE’s contractors in substantially the same manner as used by the
contractors of GE prior to the Closing and (iii) except as provided in
Section 10.10, nothing in this Agreement shall require that any Company
Service be provided other than for use in, or in connection with (A) the
Retained Businesses or (B) the GEFAHI Divested Companies.  Nothing in the preceding sentence or
elsewhere in this Agreement shall be deemed to restrict or otherwise limit the
volume or quantity of any Company Service, provided that certain volume or
quantity changes with respect to a Company Service may require the parties to
negotiate in good faith and use their commercially reasonable efforts to agree
upon a price change with respect to such Company Service pursuant to
Section 10.10 hereof.  The Company
Services shall not include any services the Company provides or causes to be
provided pursuant to that certain Business Services Agreement, dated as of
          , by and between
GNA and Union Fidelity Life Insurance Company or pursuant to the Reinsurance
Agreements.  If, for any reason, the
Company is unable to provide any Company Service to GE pursuant to the terms of
this Agreement, the Company shall provide to GE a substantially equivalent
service (a “Company Substitute Service”) at or below the cost for the
substituted


 


6

















 


Company Service as
set forth in Schedule B and otherwise in accordance with the terms
of this Agreement, including the Standard for Services.


 


(c)                                  The
GE Services shall include, and the Service Charges reflect charges for, such
maintenance, support, error correction, training, updates and enhancements
normally and customarily provided by GE to its Subsidiaries that receive such
services.  If the Company requests that
GE provide a custom modification in connection with any GE Service, the Company
shall be responsible for the cost of such custom modification, and to the
extent such custom modification constitutes Software and such Software and all
Intellectual Property therein is owned by GE, GE hereby assigns such Software
and all Intellectual Property therein to the Company and the Company hereby
grants GE a perpetual, worldwide, fully paid up, irrevocable, transferable,
royalty-free, non-exclusive license, with the right to sublicense, to use and
modify such Software.  The GE Services
shall include all functions, responsibilities, activities and tasks, and the
materials, documentation, resources, rights and licenses to be used, granted or
provided by GE that are not specifically described in this Agreement as a part
of the GE Services, but are incidental to, and would normally be considered an
inherent part of, or necessary subpart included within, the GE Services or are
otherwise necessary for GE to provide, or the Company to receive, the GE
Services.


 


(d)                                 The
Company Services shall include, and the Service Charges reflect charges for,
such maintenance, support, error correction, training, updates and enhancements
normally and customarily provided by the Company to its Subsidiaries that
receive such services.  If GE requests
that the Company provide a custom modification in connection with any Company Service,
GE shall be responsible for the cost of such custom modification, and to the
extent such custom modification constitutes Software and such Software and all
Intellectual Property therein is owned by the Company, the Company hereby
assigns such Software and all Intellectual Property therein to GE and GE hereby
grants the Company a perpetual, worldwide, fully paid up, irrevocable,
transferable, royalty-free, non-exclusive license, with the right to
sublicense, to use and modify such Software. 
The Company Services shall include all functions, responsibilities,
activities and tasks, and the materials, documentation, resources, rights and
licenses to be used, granted or provided by the Company that are not
specifically described in this Agreement as a part of the Company Services, but
are incidental to, and would normally be considered an inherent part of, or
necessary subpart included within, the Company Services or are otherwise
necessary for the Company to provide, or GE to receive, the Company Services.


 


(e)                                  This Agreement
(including Section 4.03 hereof) shall not assign any rights to Technology
or Intellectual Property between the parties other than as specifically set
forth herein.


 


(f)                                    The
parties acknowledge and agree that in connection with the implementation,
provision, receipt and transition of the Services, there will be certain
nonrecurring, out-of-pocket conversion costs incurred by GE or the
Company.  After the Service Termination
Date, with respect to each GE Service, GE shall either reimburse the Company
for all actual, out-of-pocket conversion costs incurred by the Company and
related to such GE Service or, after consultation with the Company, pay such
conversion costs directly, in either case whether the Company replaces the GE
Service with the same application, system, vendor or other means of effecting
the GE Service; provided, however, that GE’s payment and


 


7

















 


reimbursement
obligations under this Section 2.01(f) and Section 3.3.1 of the
European Transition Services Agreement shall not exceed, in the aggregate, the
Total Conversion Cost Amount.  GE shall
be solely responsible for paying any one-time conversion and related costs with
respect to the Company Services, and any such one-time conversion or related
costs shall not be included in the Total Conversion Cost Amount.


 


(g)                                 Prior
to receiving any reimbursement for its actual, out-of-pocket conversion costs
pursuant to Section 2.01(f) above, the Company shall provide GE with an
invoice accompanied by reasonably detailed data and documentation sufficient to
evidence the out-of-pocket expenses for which the Company is seeking
reimbursement.  Upon receipt of such
invoice and data and documentation, GE shall, except as otherwise provided in
Section 2.01(f), pay the amount of such invoice to the Company within 30
days of the date of receipt of such invoice. 
If GE in good faith disputes the invoiced amount, then the parties shall
work together to resolve such dispute. 
If the parties are unable to resolve such dispute within 30 days, the
dispute shall be resolved pursuant to Section 8.02.  The parties acknowledge and agree that no
prior approval shall be required from GE for the Company to seek any
reimbursement pursuant to Section 2.01(f) and this
Section 2.01(g).  


 


(h)                                 Throughout
the term of this Agreement, the Provider and the Recipient of any Service shall
cooperate with one another and use their good faith, commercially reasonable
efforts to effect the efficient, timely and seamless provision and receipt of
such Service. 


 


(i)                                     Any
Software delivered by a Provider hereunder shall be delivered, at the election
of the Provider, either (i) with the assistance of the Provider, through
electronic transmission or downloaded by the Recipient from the GE intranet, or
(ii) by installation by Provider on the relevant equipment with retention by
Provider of all tangible media on which such Software resides.  Provider and Recipient acknowledge and agree
that no tangible medium containing such Software (including any enhancements,
upgrades or updates) will be transferred to Recipient at any time for any
reason under the terms of this Agreement, and that Provider will, at all times,
retain possession and control of any such tangible medium used or consumed by
Provider in the performance of this Agreement. 
Each party shall comply with all reasonable security measures
implemented by the other party in connection with the delivery of Software.


 


SECTION 2.02.                 Conversion
Services.


 


(a)                                  During
the term of this Agreement, GE shall provide, or cause to be provided, the
following support, which support shall be in addition to the GE Services
described in Schedule A and Schedule A-1, at no cost
except for actual out-of-pocket costs and expenses approved in advance in
writing by the Company Services Manager:


 


(i)                                     GE
shall provide, or cause to be provided, current and reasonably available
historical data related to the GE Services and predecessor services thereto as
reasonably required by the Company in a manner and within a time period as
mutually agreed by the parties.


 


(ii)                                  GE
shall make reasonably available to the Company employees and contractors of GE
whose assistance, expertise or presence is necessary to assist the


 


8

















 


Company’s
transition team in establishing a fully functioning stand-alone environment and
the timely assumption by the Company, or by a supplier to the Company, of the
GE Services.


 


(iii)                               With
respect to any Software or other electronic content (“Electronic Materials”)
licensed to Company under the Cross License and used to provide a GE Service,
GE shall make available or deliver to the Company a copy of such Software or
Electronic Materials that are in existence and current as of the Service
Termination Date for such GE Service, including any upgrades, updates and other
modifications made to such Software and Electronic Materials since the Closing
Date.  Any upgrades, updates or other
modifications to Software and Electronic Materials made available or delivered
to the Company pursuant to this Section 2.02(a)(iii) shall be deemed to be
GE Intellectual Property under the Cross License and licensed to the Company
pursuant to the terms of the Cross License, notwithstanding that such upgrades,
updates or other modifications (x) were not used, held for use or contemplated
to be used by the Company as of the Closing Date, (y) were not Controlled by GE
as of the Closing Date or (z) may constitute Improvements made after the
Closing Date. 


 


(b)                                 During
the term of this Agreement, the Company shall provide, or cause to be provided,
the following support, which support shall be in addition to the Company
Services described in Schedule B, at no cost except for actual
out-of-pocket costs and expenses approved in advance in writing by the GE
Services Manager:


 


(i)                                     The
Company shall provide, or cause to be provided, current and reasonably
available historical data related to the Company Services and predecessor
services thereto as reasonably required by GE in a manner and within a time
period as mutually agreed by the parties.


 


(ii)                                  The
Company shall make reasonably available to GE employees and contractors of the
Company whose assistance, expertise or presence is necessary to assist GE’s
transition team in establishing a fully functioning stand-alone environment in respect
of the Retained Businesses and the timely assumption by GE, or by a supplier of
GE, of the Company Services.


 


(iii)                               With
respect to any Software or other Electronic Materials licensed to GE under the
Cross License and used to provide a Company Service, Company shall make
available or deliver to GE a copy of such Software or Electronic Materials that
are in existence and current as of the Service Termination Date for such
Company Service, including any upgrades, updates and other modifications made to
such Software and Electronic Materials since the Closing Date.  Any upgrades, updates or other modifications
to Software and Electronic Materials made available or delivered to GE pursuant
to this Section 2.02(b)(iii) shall be deemed to be Genworth Intellectual
Property under the Cross License and licensed to the GE pursuant to the terms
of the Cross License, notwithstanding that such upgrades, updates or other
modifications (x) were not used, held for use or contemplated to be used by GE
as of the Closing Date, (y) were not Controlled by the Company as of the
Closing Date or (z) may constitute Improvements made after the Closing Date.


 


SECTION 2.03.                 GE
Services Manager.  GE will designate
a dedicated services account manager (the “GE Services Manager”) who
will be directly responsible for


 


9

















 


coordinating and
managing the delivery of the GE Services and will have authority to act on GE’s
behalf with respect to the Services. 
The GE Services Manager will work with the Company Services Manager to
address the Company’s issues and the parties’ relationship under this
Agreement.


 


SECTION 2.04.                 Company
Services Manager.  The Company will
designate a dedicated services account manager (the “Company Services
Manager”) who will be directly responsible for coordinating and managing
the delivery of the Services by the Company and will have authority to act on
the Company’s behalf with respect to the Services.  The Company Services Manager will work with the GE Services Manager
to address GE’s issues and the parties’ relationship under this Agreement.


 


SECTION 2.05.                 Performance
and Receipt of Services.  The
following provisions shall apply to the Services: 


 


(a)                                  Security.  Each Provider and Recipient shall at all
times comply with its own then in-force security guidelines and policies
applicable to the performance, access and/or use of the Services and
Information Systems.


 


(b)                                 No
Viruses.  Each of the Company and GE
shall take commercially reasonable measures to ensure that no Viruses or
similar items are coded or introduced into the Services or Information
Systems.  If a Virus is found to have
been introduced into the Services or Information Systems, the parties hereto
shall use their commercially reasonable efforts to cooperate and to diligently
work together to eliminate the effects of such Virus. 


 


(c)                                  Reasonable
Care.  Each Provider and Recipient
shall exercise reasonable care in providing and receiving the Services to (i)
prevent access to the Services or Information Systems by unauthorized Persons
and (ii) not damage, disrupt or interrupt the Services or Information Systems.


 


ARTICLE III



OTHER ARRANGEMENTS


 


SECTION 3.01.                 Vendor
Agreements.  


 


(a)                                  During
the period beginning on the date hereof and ending on the Trigger Date, GE is
or may become a party to certain corporate purchasing contracts, master
services agreements, vendor contracts, software and other Intellectual Property
licenses or similar agreements unrelated to the GE Services (the “GE Vendor
Agreements”) under which (or under open work orders thereunder) the Company
purchases goods or services, licenses rights to use Intellectual Property and
realizes certain other benefits and rights. 
The parties hereby agree that the Company shall continue to retain the right
to purchase goods or services and continue to realize such other benefits and
rights under each GE Vendor Agreement to the extent allowed by such GE Vendor
Agreement until the expiration or termination date of such rights or benefits
pursuant to the terms of such GE Vendor Agreement (including, without
limitation, any voluntary termination of such GE Vendor Agreement by GE).  Additionally, for so long as the purchasing
or other rights remain in full force and effect under a GE Vendor Agreement and
the


 


10

















 


Company continues
to exercise its purchasing or other rights and benefits under such GE Vendor
Agreement and for a period of six months thereafter, GE shall use its
commercially reasonable efforts, upon the written request of the Company, to
assist the Company in obtaining a purchasing contract, master services
agreement, vendor contract or similar agreement directly with the third party
provider that is a party to the GE Vendor Agreement.


 


(b)                                 During
the period beginning on the date hereof and ending on the Trigger Date, the
Company is or may become a party to certain corporate purchasing contracts,
master services agreements, vendor contracts, software and other Intellectual
Property licenses or similar agreements unrelated to the Company Services (the
“Company Vendor Agreements”) under which (or under open work orders
thereunder) GE purchases goods or services, licenses rights to use Intellectual
Property and realizes certain other benefits and rights.  The parties hereby agree that GE shall
continue to retain the right to purchase goods or services and continue to
realize such other benefits and rights under each Company Vendor Agreement to
the extent allowed by such Company Vendor Agreement until the expiration or
termination date of such rights or benefits pursuant to the terms of such
Company Vendor Agreement (including, without limitation, any voluntary
termination of such Company Vendor Agreement by the Company).  Additionally, for so long as the purchasing
or other rights remain in full force and effect under a Company Vendor
Agreement and GE continues to exercise its purchasing or other rights and
benefits under such Company Vendor Agreement and for a period of six months
thereafter, the Company shall use its commercially reasonable efforts, upon the
written request of GE, to assist GE in obtaining a purchasing contract, master
services agreement, vendor contract or similar agreement directly with the
third party provider that is a party to the Company Vendor Agreement.


 


SECTION 3.02.                 Six
Sigma Programs. 


 


(a)                                  With
regard to the materials, concepts, and methodology comprising the Six Sigma
programs used by the Company and its predecessors prior to the date hereof (the
“Six Sigma Programs”), GE, at no cost to Company, shall ensure that on
and after the date hereof, Company may continue to use the Six Sigma Programs
in the same manner as used by the Company and its predecessors prior to the
date hereof (“Permitted Use”).


 


(b)                                 GE
shall indemnify, defend and hold harmless the Company and its directors,
officers, employees and each of the heirs, executors, successors and assigns of
any of the foregoing (each a “Company Indemnified Party”), from and
against any and all Liabilities of the Company Indemnified Parties relating to,
arising out of, or resulting from, the Permitted Use, which Liabilities relate
to, arise out of, or result from, claims or allegations relating to the
Company’s right to use the Six Sigma Programs pursuant to Section 3.02(a)
hereof, and which claims or allegations are asserted by consultants,
contractors, former employees, or other Persons who contributed to or provided
such materials, concepts or methodologies to the Six Sigma Programs.


 


11

















 


ARTICLE IV



ADDITIONAL AGREEMENTS


 


SECTION 4.01.                 Leases.  


 


(a)                                  Each
lease or sublease listed on Schedule C-1, pursuant to which the
Company leases or subleases real property from GE, shall remain in full force
and effect pursuant to its terms. 


 


(b)                                 Each
lease or sublease listed on Schedule C-2, pursuant to which GE
leases or subleases real property from the Company, shall remain in full force
and effect pursuant to its terms. 


 


SECTION 4.02.                 Computer-Based
Resources.  


 


(a)                                  Prior
to the Trigger Date, the Company shall continue to have access to the
Information Systems of GE.  On and after
the Trigger Date, the Company shall not have access to all or any part of the
Information Systems of GE, except to the extent necessary for the Company to
perform the Company Services or receive the GE Services (subject to the Company
complying with all reasonable security measures implemented by GE as deemed
necessary by GE to protect its Information Systems, provided that the Company
has had a commercially reasonable period of time in which to comply with such
security measures).


 


(b)                                 Prior
to the Trigger Date, GE shall continue to have access to the Information
Systems of the Company.  On and after
the Trigger Date, GE shall not have access to all or any part of the
Information Systems of the Company, except to the extent necessary for GE to
perform the GE Services or receive the Company Services (subject to GE
complying with all reasonable security measures implemented by the Company as
deemed necessary by the Company to protect its Information Systems, provided
that GE has had a commercially reasonable period of time in which to comply
with such security measures). 


 


SECTION 4.03.                 GRC
Matters.  


 


(a)                                  GE’s
Global Research Center shall continue to provide research and development
services and related consultation to the Company for the projects set forth in Schedule D
in accordance with the terms of any existing written agreements between the
Company and GE relating thereto, which shall continue after the date hereof in
accordance with the terms of such written agreements.  


 


(b)                                 Unless
the parties specifically agree otherwise in any such existing agreement for the
projects set forth in Schedule D, as between the parties, all
deliverables pursuant to such projects and the Intellectual Property therein
created by or on behalf of GE or jointly by or on behalf of GE and the Company
(other than any such Intellectual Property or Technology provided to GE by the
Company) shall be owned by GE.  All such
deliverables and Intellectual Property therein (other than any such
Intellectual Property or Technology owned by a third party) shall be referred
to herein as the “GE-Owned GRC Intellectual Property”.  The GE-Owned GRC Intellectual Property shall
be deemed to be GE Intellectual Property under the


 


12

















 


Cross License and
licensed to the Company pursuant to the terms of the Cross License,
notwithstanding that the GE-Owned GRC Intellectual Property (x) was not used,
held for use or contemplated to be used by the Company as of the Closing Date,
(y) was not Controlled by GE as of the Closing Date or (z) may constitute
Improvements made after the Closing Date.


 


(c)                                  For each project
listed on Schedule D, each of the Company and GE shall be solely
responsible for the costs assigned to it on Schedule D during
2004.  If, following the date hereof,
the Company desires to enter into arrangements with GE’s Global Research Center
to provide research and development services or related consultation to the
Company for any additional projects, GE and the Company shall use commercially
reasonable efforts to negotiate in good faith a contract for such services.


 


SECTION 4.04.                 Consents.


 


(a)                                  The
parties acknowledge and agree that certain software and other licenses,
consents, approvals, notices, registrations, recordings, filings and other
actions (collectively, “Consents”) need to be obtained in connection
with the Transactions.  GE shall, after
consultation with the Company, either directly pay the out-of-pocket costs
incurred to obtain, perform or otherwise satisfy each Consent or after any such
Consent is obtained, performed or otherwise satisfied, reimburse the Company
for all actual, out-of-pocket costs incurred by the Company and related to such
Consent; provided, however, that GE’s payment and reimbursement
obligations under this Section 4.04(a) and Section 4.5 of the UK
Transition Services Agreement shall not exceed, in the aggregate, the Total
Consent Cost Amount.  GE shall be solely responsible for paying any
costs or fees in connection with any Consents with respect to the Company
Services or with respect to any agreements to be assigned to GE pursuant to the
Master Agreement, and any such costs or fees shall not be included in
the Total Consent Cost Amount. 


 


(b)                                 Prior
to receiving any reimbursement for its actual, out-of-pocket costs pursuant to
Section 4.04(a) above, the Company shall provide GE with an invoice
accompanied by reasonably detailed data and documentation sufficient to
evidence the out-of-pocket expenses for which the Company is seeking
reimbursement.  Upon receipt of such
invoice and data and documentation, GE shall, except as otherwise provided in
Section 4.04(a), pay the amount of such invoice to the Company within 30
days of the date of receipt of such invoice. 
If GE in good faith disputes the invoiced amount, then the parties shall
work together to resolve such dispute. 
If the parties are unable to resolve such dispute, the dispute shall be
resolved pursuant to Section 8.02. 
The parties acknowledge and agree that no prior approval from GE shall
be required for the Company to seek any reimbursement pursuant to
Section 4.04(a) and this Section 4.04(b).


 


SECTION 4.05.                 Access.


 


(a)                                  The
Company will allow GE and its Representatives reasonable access to the
facilities of the Company necessary for the performance of the GE Services
listed on Schedule A and Schedule A-1 for GE to fulfill
its obligations under this Agreement.


 


13

















 


(b)                                 GE
will allow the Company and its Representatives reasonable access to the
facilities of GE necessary for the performance of the Company Services listed
on Schedule B for the Company to fulfill its obligations under this
Agreement.


 


SECTION 4.06.                 Management
Consulting Services.  


 


(a)                                  For
a period of sixty (60) months from the date hereof, subject to the payment by
GE of the amount specified in Section 4.06(e) below and upon the
reasonable, prior written request of GE, the Company will make such appropriate
members of its senior management team reasonably available to provide the
services described on Schedule E (the “Management Consulting
Services”).  


 


(b)                                 GE
and the Company will mutually agree on the schedule for delivery of the
Management Consulting Services.  The
schedule will be based on (i) the GE and Company Corporate Calendars, (ii)
the GE and Company Functional Calendars, (iii) GE’s requests, and (iv) GE’s and
the Company’s shared customer requests. 
The parties will reasonably work together to accommodate each other’s
specific needs regarding meeting logistics, including method, travel, time, and
notice.  For avoidance of doubt,
schedule conflicts shall not constitute a breach of this Agreement.  


 


(c)                                  The
Company will make reasonable efforts to accommodate GE’s requests; provided
however, each participating Company employee shall not be required to
spend any more time than the time spent in similar activities in the calendar
year immediately preceding the date hereof. 
Meeting and other service requests may be submitted by GE and will be
considered complete and proper if (i) presented at least one week in advance of
any required meeting or such shorter time period as agreed to by the parties,
(ii) accompanied by an agenda or a detailed listing of services requested
and/or any materials requiring preparation by the Company.  If prepared materials by the Company are
requested, then the Company, at its sole discretion, may request additional
lead time adequate to prepare the materials.


 


(d)                                 The
Management Consulting Services shall be in addition to the Company’s
obligations pursuant to Section 2.01(h) and 2.02(b) of this
Agreement.  In connection with providing
the Management Consulting Services and unless otherwise agreed to by the
Company, the Company shall not be required to provide any service that would
(i) require the disclosure to GE of Company trade secret information or other
information that provides the Company a significant competitive advantage, or
(ii) require the Company to violate any attorney-client privilege or otherwise
lose the protection of other privileged information.  In addition, the Company shall not be required to provide any
Management Consulting Services whenever the Company’s and GE’s interests
related to such Management Consulting Services are in conflict.


 


(e)                                  In
consideration of the availability and/or receipt of the Management Consulting
Services, GE shall pay the Company the following amounts:  (i) $1 million per month during the
forty-eight (48) month period beginning on the date hereof; and (ii) $500,000
per month thereafter until the termination of the Company’s obligation to
provide the Management Consulting Services. 
Each such monthly payment shall be payable in arrears within thirty (30)
days following the last day of the month to which such payment relates.  GE shall also reimburse


 


14

















 


the Company’s
reasonable out-of-pocket costs and expenses incurred in connection with the
provision of the Management Consulting Services, including, but not limited to,
travel and lodging expenses.


 


(f)                                    Notwithstanding
anything herein to the contrary, GE acknowledges and agrees that the Management
Consulting Services are provided as-is, that GE assumes all risks and liability
arising from or relating to its use of and reliance upon the Management
Consulting Services and the Company makes no warranty with respect
thereto.  THE COMPANY HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES REGARDING THE MANAGEMENT CONSULTING SERVICES, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY IN REGARD TO
QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR
FITNESS OF THE MANAGEMENT CONSULTING SERVICES FOR A PARTICULAR PURPOSE.


 


(g)                                 Notwithstanding
the provisions of Articles VI and VII, neither the Company nor any of its
directors, officers, employees, or any of the heirs, executors, successors or
assigns of any of the foregoing shall have any liability in contract, tort or
otherwise to GE, its Affiliates or Representatives for or in connection with
the Management Consulting Services.


 


(h)                                 GE
and the Company acknowledge and agree that (i) Articles VI and VII of this
Agreement shall not apply to this Section 4.06 or the Management
Consulting Services and (ii) notwithstanding Section 10.10 of this
Agreement, under no circumstances shall the Company be obligated to provide the
Management Consulting Services to a GE Divested Unit. 


 


ARTICLE V



COSTS AND DISBURSEMENTS; PAYMENTS


 


SECTION 5.01.                 Costs
and Disbursements; Payments.  


 


(a)                                  Schedules
A, A-1 and B hereto set forth with respect to each Service to
be provided a description of the charges (the “Service Charges”) for
such Service or the basis for the determination thereof.  During the 24-month period following the
date of this Agreement, notwithstanding the Service Charges set forth on Schedule B,
the aggregate Service Charges payable by GE to the Company shall,  subject
to reduction following termination of any Company Service pursuant to
Section 9.01(a)(ii), be equal to $47.2 million, and such aggregate
amount shall be paid by GE to the Company in eight equal quarterly installments
payable on each March 31, June 30, September 30 and
December 31 during such 24-month period. 
At the time of each quarterly
payment, GE also shall pay the Service Charges for the Company Services
provided with respect to the GEFAHI Divested Companies as identified on Schedule B
in the three months ending on the date the quarterly payment is due for so long
as such Company Services are rendered. 
Further, in connection with performance of the Services and in
connection with the Undertakings, the Provider may incur certain out-of-pocket
costs (the “Other Costs”), which shall, without duplication, either be
paid directly by the Recipient or reimbursed to the Provider by the Recipient; provided
that any Other Costs shall only be payable by the Company or GE, as the case
may be, in accordance with this Section 5.01(a) if (i) such Other Costs
have been authorized in writing by the Company Services Manager (if the Company
is the


 


15

















 


Recipient) or the
GE Services Manager (if GE is the Recipient) prior to having been incurred by
the Provider and (ii) the Recipient receives from the Provider reasonably
detailed data and other documentation sufficient to support the calculation of
amounts due to the Provider as a result of such Other Costs.


 


(b)                                 Notwithstanding the Service Charges set forth
in Schedule A with respect to the Company’s use of GE’s U.S. shared
data center services supporting GE’s U.S. businesses, GE shall reduce the
Service Charges with respect to such services by $2 million per quarter for a
period of two years from the date hereof.


 


(c)                                  Except
with respect to Service Charges for the provision of the Company Services
during the 24-month period referenced in Section 5.01(a): 


 


(i)                                     Prior
to the Trigger Date, the Provider and Recipient shall arrange for the payment
of all Service Charges and Other Costs through the GE Internal Billing System
(“IBS”).  The Recipient shall
have the right to dispute any Service Charges and Other Costs settled through
the IBS during any calendar quarter by delivering written notice of such
dispute, setting forth in reasonable detail the basis therefor, to the Provider
within, and no later than, 60 days after the end of such quarter.  As soon as practicable after receipt of any
such notice, the Provider shall provide the Recipient with reasonably detailed
data and documentation sufficient to support the calculation of any Service
Charges and Other Costs that are the subject of the dispute.  If the Provider’s furnishing of such
information does not promptly resolve such dispute, the dispute shall be
resolved pursuant to Section 8.02.


 


(ii)                                  From
and after the Trigger Date, the Provider shall deliver an invoice to the
Recipient on a monthly basis (or at such other frequency as is consistent with
the basis on which the Service Charges are determined and, if applicable,
charged to Affiliates of the Provider) in arrears for the Service Charges and
any Other Costs due to the Provider under this Agreement.  The Recipient shall pay the amount of such
invoice to the Provider in U.S. dollars within seventy-five (75) days of the
date of such invoice, provided that, to the extent consistent with past
practice with respect to Services rendered outside the United States, payments
may be made in local currency.  If the
Recipient fails to pay such amount (excluding any amount contested in good
faith) by such date, the Recipient shall be obligated to pay to the Provider,
in addition to the amount due, interest on such amount at 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. 
As soon as practicable after receipt by the Provider of any reasonable
written request by the Recipient, the Provider shall provide the Recipient with
reasonably detailed data and documentation sufficient to support the
calculation of any amount due to the Provider under this Agreement for the
purpose of verifying the accuracy of such calculation.  If, after reviewing such data and
documentation, the Recipient disputes the Provider’s calculation of any amount
due to the Provider, then the dispute shall be resolved pursuant to
Section 8.02.


 


16

















 


ARTICLE VI



STANDARD FOR SERVICE; COMPLIANCE WITH LAWS


 


SECTION 6.01.                 Standard
for Service.  Except as otherwise
provided in this Agreement (including in Schedules A, A-1
and B hereto), the Provider agrees to perform the Services such that the
nature, quality, standard of care and the service levels at which such Services
are performed are no less than the nature, quality, standard of care and
service levels at which the substantially same services were performed by or on
behalf of the Provider during the most recent service period prior to the date
hereof in which such services were performed by or on behalf of the Provider in
the ordinary course (the “Standard for Services”). 


 


SECTION 6.02.                 Compliance
with Laws.  Each of GE and the
Company shall comply with all applicable Laws when providing or receiving the
Services or when performing obligations under this Agreement.


 


ARTICLE VII



INDEMNIFICATION; LIMITATION ON LIABILITY


 


SECTION 7.01.                 Limited
Liability of a Provider. 
Notwithstanding the provisions of Section 6.01, no Provider or its
Affiliates or any of their respective directors, officers or employees, or any
of the heirs, executors, successors or assigns of any of the foregoing (each, a
“Provider Indemnified Party”), shall have any liability in contract,
tort or otherwise to the Recipient or its Affiliates or Representatives for or
in connection with (i) any Services rendered or to be rendered by any Provider
Indemnified Party pursuant to this Agreement, (ii) the transactions
contemplated by this Agreement or (iii) any Provider Indemnified Party’s
actions or inactions in connection with any such Services or transactions; provided,
however, that such limitation on liability shall not extend to or
otherwise limit any Liabilities that have resulted directly from such Provider
Indemnified Party’s (A) gross negligence or willful misconduct, (B) improper
use or disclosure of information of, or regarding, a customer or potential
customer of a Recipient Indemnified Party (defined below) or (C) violation of
applicable Law.


 


SECTION 7.02.                 Indemnification
by Each Provider.  Each Provider
shall indemnify, defend and hold harmless each relevant Recipient and each of
its Subsidiaries and each of their respective directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of
the foregoing (each a “Recipient Indemnified Party”), from and against
any and all Liabilities of the Recipient Indemnified Parties relating to,
arising out of, or resulting from (i) the gross negligence or willful
misconduct of a Provider Indemnified Party in connection with the transactions
contemplated by this Agreement or such Provider Indemnified Party’s provision
of the Services, (ii) the improper use or disclosure of information of, or
regarding, a customer or potential customer of a Recipient Indemnified Party in
connection with the transactions contemplated by this Agreement or such
Provider Indemnified Party’s provision of the Services, or (iii) any violation
of applicable Law by a Provider Indemnified Party in connection with the
transactions contemplated by this Agreement or such Provider Indemnified
Party’s provision of the Services; provided, that (1) the aggregate
liability of GE as a Provider


 


17

















 


pursuant to this
Article VII shall in no event exceed $15 million and (2) the aggregate
liability of the Company as a Provider pursuant to this Article VII shall
in no event exceed $10 million. 


 


SECTION 7.03.                 Indemnification
by Each Recipient.  Each Recipient
shall indemnify, defend and hold harmless each relevant Provider Indemnified
Party from and against any and all Liabilities of the Provider Indemnified
Parties relating to, arising out of, or resulting from the provision of the
Services by any Provider or any of its Subsidiaries, except for (A) any
Liabilities that result from a Provider Indemnified Party’s negligence in
connection with the provision of the Services, (B) any Liabilities that result
from a Provider Indemnified Party’s breach of this Agreement or (C) any
Liabilities for which the Provider is required to indemnify a Recipient
Indemnified Party pursuant to Section 7.02.


 


SECTION 7.04.                 Indemnification
Procedures.  The matters set forth
in Sections 5.6 through 5.9 of the Master Agreement shall be deemed
incorporated into, and a made a part of, this Agreement.


 


SECTION 7.05.                 Limitation
on Liability.  Notwithstanding any
other provision contained in this Agreement, neither GE on the one hand, nor
the Company, on the other hand, shall be liable to the other for any special,
indirect, punitive, incidental or consequential losses, damages or expenses of
the other, including, without limitation, loss of profits, arising from any
claim relating to breach of this Agreement or otherwise relating to any of the
Services or Undertakings provided hereunder. 
For clarification purposes only, the parties hereto agree that the limitation
on liability contained in this Section 7.05 shall not apply to (a) damages
awarded to a third party pursuant to a third party claim for which a Provider
is required to indemnify, defend and hold harmless any Recipient Indemnified
Party under Section 7.02 and (b) damages awarded to a third party pursuant
to a third party claim for which a Recipient is required to indemnify, defend
and hold harmless any Provider Indemnified Party under Section 7.03.


 


SECTION 7.06.                 Liability
for Payment Obligations.  Nothing in
this Article VII shall be deemed to eliminate or limit, in any respect, GE
or the Company’s express obligation in this Agreement to pay or reimburse, as
applicable, for (i) Service Charges for Services rendered in accordance with
this Agreement, (ii) Other Costs, (iii) the Total Consent Cost Amount, (iv) the
Total Conversion Cost Amount, (v) amounts in respect of the Management
Consulting Services, (vi) amounts with respect to any custom modification
provided pursuant to Sections 2.01(c) and (d) (Services; Scope), (vii) amounts
in respect of conversion services provided pursuant to Section 2.02
(Conversion Services), (viii) amounts payable or reimbursable pursuant to the
terms of the leases referred to in Section 4.01 (Leases), (ix) amounts
payable or reimbursable pursuant to Section 4.03 (GRC Matters) and the
terms of the existing written agreements referenced therein, (x) amounts
payable or reimbursable pursuant to Section 10.03(b) (Books and Records),
(xi) amounts payable or reimbursable pursuant to Section 10.06 (Taxes),
(xii) amounts payable or reimbursable pursuant to Section 10.07
(Regulatory Approval and Compliance), and (xiii) amounts payable or
reimbursable pursuant to Section 10.10 (Assignment; No Third Party
Beneficiaries).


 


SECTION 7.07.                 Exclusions.  This Article VII shall not apply to or
limit any liability or obligation of GE under Sections 3.02(a) and (b).


 


18

















 


ARTICLE VIII



DISPUTE RESOLUTION


 


SECTION 8.01.                 Applicable
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.


 


SECTION 8.02.                 Dispute
Resolution.  To the extent not
resolved through discussions between the GE Services Manager and the Company
Services Manager, any dispute, controversy or claim arising out of, or relating
to this Agreement shall be resolved in accordance with Article IX of the
Master Agreement.


 


ARTICLE IX



TERMINATION


 


SECTION 9.01.                 Termination.


 


(a)                                  The
term of this Agreement shall commence on the date hereof and expire on the
first date on which neither GE nor the Company has any further obligations to
provide a Service, perform an Undertaking or perform or pay for the Management
Consulting Services.  This Agreement
shall terminate with respect to each Service and Undertaking on the applicable
Service Termination Date or other termination date specified in this Agreement
or the Schedules hereto.  In addition,
(i) a Recipient may from time to time terminate any Service, in whole and not
in part, upon giving at least sixty (60) days’ (or such shorter period of time
as is mutually agreed upon in writing by the parties) prior written notice to
the Provider specifying which Service is being so terminated (such termination
will not in any way affect the obligations of the party terminating this
Agreement with respect to such Service to continue to receive all other
Services not so terminated and to continue to provide Services as required by
this Agreement); provided,  however, that GE may not exercise this
termination right during the 24-month period commencing on the date hereof, and
(ii) either party (the “Non-Breaching Party”) may terminate this
Agreement with respect to any Service, in whole but not in part, at any time
upon prior written notice by the Non-Breaching Party to the other party (the “Breaching
Party”) if the Breaching Party has failed to perform any of its material
obligations under this Agreement relating to such Service, and such failure
shall have continued without cure for a period of sixty (60) days after receipt
by the Breaching Party of a written notice of such failure from the Non-Breaching
Party seeking to terminate such Service; provided,  however, that
no Service may be terminated pursuant to this clause (ii) until the parties
have completed the dispute resolution process set forth in Section 7.2 of
the Master Agreement with respect to such Service.


 


(b)                                 In
addition to and not in limitation of the rights and obligations set forth in
Section 2.01(h), upon the request of the Recipient of a Service, (i) the
Provider of such Service will, during the term of this Agreement during which
such Provider is providing such Service to the Recipient, cooperate with the
Recipient and use its good faith, commercially reasonable efforts to assist the
transition of such Service to the Recipient (or Affiliate of the Recipient or


 


19

















 


such third-party
vendor designated by the Recipient) by the Service Termination Date for such
Service and (ii) the Provider of such Service will, for a reasonable period of
time after the effective date of any termination (which shall not exceed six
months after the effective date of termination) of any such Service pursuant to
clause (ii) of Section 9.01(a), (A) at the written request of the
Recipient, continue to provide the terminated Service (subject to the timely
payment, when due and payable, by the Recipient of all Service Charges related
to such terminated Service) and (B) cooperate with the Recipient and use its
good faith, commercially reasonable efforts to assist the transition of such
Service to the Recipient (or Affiliate of the Recipient or such third-party
vendor designated by the Recipient) as soon as reasonably practicable.  The Service Charges for a terminated Service
that is continuing to be provided pursuant to clause (ii)(A) of the preceding
sentence shall be the same as were in effect prior to the termination of such
Service.


 


SECTION 9.02.                 Effect
of Termination.  Except with respect
to any Service that is continuing to be provided pursuant to clause (ii)(A) of
Section 9.01(b) after the termination of such Service, upon termination or
expiration of any Service or Undertaking pursuant to this Agreement, the
relevant Provider will have no further obligation to provide the terminated
Service or expired Undertaking, and the relevant Recipient will have no obligation
to pay any future Service Charges or Other Costs relating to any such Service
or Undertaking (other than for or in respect of Services or Undertakings
provided in accordance with the terms of this Agreement and received by such
Recipient prior to such termination). 
Upon termination of this Agreement in accordance with its terms, no
Provider will have any further obligation to provide any Service or
Undertaking, and no Recipient will have any obligation to pay any Service
Charges or Other Costs relating to any Service or Undertaking or make any other
payments under this Agreement (other than for or in respect of Services or
Undertakings received by such Recipient prior to such termination).  


 


SECTION 9.03.                 Survival.  Sections 3.02(a) and (b) (Six Sigma
Programs), Section 4.01 (Leases), Section 4.02 (Computer-Based
Resources), Sections 4.06(c) and (d) (Management Consulting Services),
Article V (Costs and Disbursements), Article VII (Indemnification;
Limitation on Liability), Article VIII (Dispute Resolution),
Section 9.02 (Effect of Termination), Section 9.03 (Survival), and
Article X (General Provisions) shall survive the expiration or other
termination of this Agreement and remain in full force and effect.


 


SECTION 9.04.                 Business
Continuity; Force Majeure.  


 


(a)                                  Each
of GE and the Company shall maintain and comply with reasonable disaster
recovery, crisis management and business continuity plans and procedures
designed to help ensure that it can continue to provide the Services in
accordance with this Agreement in the event of a disaster or other significant
event that might otherwise impact its operations.  Upon the written request of a Recipient, a Provider shall (i)
disclose to the Recipient the Provider’s disaster recovery, crisis management
and business continuity plans and procedures applicable to a Service and (ii)
permit the Recipient to participate in testing of such disaster recovery,
crisis management and business continuity plans and procedures, in each case so
that the Recipient may assess such plans and procedures and develop or modify
its own such plans and procedures in connection with the Service as Recipient
reasonably deems necessary.


 


20

















 


(b)                                 No
party hereto (or any Person acting on its behalf) shall have any liability or
responsibility for failure to fulfill any obligation (other than a payment
obligation) under this Agreement so long as and to the extent to which the
fulfillment of such obligation is prevented, frustrated, hindered or delayed as
a consequence of circumstances of Force Majeure; provided that such
party shall have exhausted the procedures described in its disaster recovery,
crisis management, and business continuity plan.  A party claiming the benefit of this provision shall, as soon as
reasonably practicable after the occurrence of any such event:  (i) notify the other party of the nature and
extent of any such Force Majeure condition and (ii) use commercially reasonable
efforts to remove any such causes and resume performance under this Agreement
as soon as feasible.  


 


ARTICLE X



GENERAL PROVISIONS


 


SECTION 10.01.           Independent
Contractors.  In providing Services
hereunder, the Provider shall act solely as independent contractor and nothing
in this Agreement shall constitute or be construed to be or create a
partnership, joint venture, or principal/agent relationship between the
Provider, on the one hand, and the Recipient, on the other.  All Persons employed by the Provider in the
performance of its obligations under this Agreement shall be the sole
responsibility of the Provider.


 


SECTION 10.02.           Subcontractors.  Any Provider may hire or engage one or more
subcontractors to perform any or all of its obligations under this Agreement; provided
that such Provider shall in all cases remain responsible for all its
obligations under this Agreement, including, without limitation, with respect
to the scope of the Services, the Standard for Services and the content of the
Services provided to the Recipient. 
Under no circumstances shall any Recipient be responsible for making any
payments directly to any subcontractor engaged by a Provider.  


 


SECTION 10.03.           Additional
Services; Books and Records.  


 


(a)                                  If,
during the term of this Agreement, any party hereto identifies a need for additional
or other transition services to be provided by or on behalf of the Company or
GE, the parties hereto agree to negotiate in good faith to provide such
requested services (provided that such services are of a type generally
provided by the relevant Provider at such time) and the applicable service
fees, payment procedures, and other rights and obligations with respect
thereto.  To the extent practicable,
such additional or other services shall be provided on terms substantially
similar to those applicable to Services of similar types and otherwise on terms
consistent with those contained in this Agreement.  If, during the 24-month period commencing on the date hereof, GE
identifies a need for an additional transition service to be provided by or on
behalf of the Company and such service has, in the ordinary course, been
provided by the Company to GE prior to the date hereof, then GE shall not be
required to pay any additional consideration to the Company to receive such
service, and the Company shall be deemed to be compensated for such service by
means of the payment by GE to the Company of the amount set forth in the second
sentence of Section 5.01(b).  


 


21

















 


(b)                                 All
books, records and data maintained by a Provider for a Recipient with respect
to the provision of a Service to such Recipient shall be the exclusive property
of such Recipient.  The Recipient, at
its sole cost and expense, shall have the right to inspect, and make copies of,
any such books, records and data during regular business hours upon reasonable
advance notice to the Provider.  At the
sole cost and expense of the Provider, upon termination of the provision of any
Service, the relevant books, records and data relating to such terminated
Service shall be delivered by the Provider to the Recipient in a mutually
agreed upon format to the address of the Recipient set forth in
Section 10.05 or any other mutually agreed upon location; provided,
however, that the Provider shall be entitled to retain one copy of all
such books, records and data relating to such terminated Service for archival
purposes and for purposes of responding to any dispute that may arise with
respect thereto. 


 


SECTION 10.04.           Confidential
Information.  Genworth agrees to maintain
and safeguard all GE Confidential Information pursuant to Section 6.2 of
the Master Agreement and GE agrees to maintain and safeguard all Genworth
Confidential Information pursuant to Section 6.2 of the Master Agreement,
and each party hereto agrees that Section 6.2 of the Master Agreement is
hereby incorporated by reference into, and a made a part of, this
Agreement.  If any Provider in
connection with the provision of a Service, or the Company in connection with
the provision of any Management Consulting Service, constitutes a Business
Associate (as defined in HIPAA and/or the HIPAA Privacy Rule) and uses
Recipient’s, or in the case of the Management Consulting Services, GE’s,
Protected Health Information (as defined in HIPAA and/or the HIPAA Privacy
Rule), then the terms of Schedule F shall apply with respect to
such Service or Management Consulting Service.


 


SECTION 10.05.           Notices.  All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
given or made (and shall be deemed to have been duly given or made upon
receipt) by delivery in person, by overnight courier service, by facsimile with
receipt confirmed (followed by delivery of an original via overnight courier
service) or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 10.05):


 


(a)                                  if
to GE:


 


General Electric Capital Corporation

260 Long Ridge Road

Stamford, CT  06927

Attention:  General Counsel


 


with a copy to:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY  10153

Attention:  Howard Chatzinoff, Esq.


 


22

















 


if to the Company:



Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230

Attention:  General Counsel


 


with a copy to:



Hunton & Williams LLP

Riverfront Plaza, East Tower

951 E. Byrd Street

Richmond, VA 23219-4074

Attention:  Allen C. Goolsby, Esq.


 


SECTION 10.06.           Taxes.  


 


(a)                                  Each
party shall be responsible for any personal property taxes on property it owns
or leases, for franchise and privilege taxes on its business, and for taxes
based on its net income or gross receipts. 



 


(b)                                 Each
Recipient may report and (as appropriate) pay any sales, use, excise,
value-added, services, consumption, and other taxes and duties (“Taxes”)
directly if the Recipient provides the applicable Provider with a direct pay or
exemption certificate.


 


(c)                                  A
Provider shall promptly notify the applicable Recipient of, and coordinate with
the Recipient the response to and settlement of, any claim for Taxes asserted
by applicable taxing authorities for which the Recipient is alleged to be
financially responsible hereunder. 
Notwithstanding the above, the Recipient’s liability for such Taxes is
conditioned upon the Provider providing the Recipient notification within ten
(10) business days of receiving any proposed assessment of any additional
Taxes, interest or penalty due by the Provider.


 


(d)                                 Each
Recipient shall be entitled to receive and to retain any refund of Taxes paid
to a Provider pursuant to this Agreement. 
In the event a Provider shall be entitled to receive a refund of any
Taxes paid by a Recipient to the Provider, the Provider shall promptly pay, or
cause the payment of, such refund to the Recipient.


 


(e)                                  Each
of the parties agrees that if reasonably requested by the other party, it will
cooperate with such other party to enable the accurate determination of such
other party’s tax liability and assist such other party in minimizing its tax
liability to the extent legally permissible. 
The Provider’s invoices shall separately state the amounts of any Taxes
the Provider is proposing to collect from the Recipient.


 


SECTION 10.07.           Regulatory
Approval and Compliance.  Each of GE
and the Company shall be responsible for its own compliance with any and all
Laws applicable to its performance under this Agreement; provided, however,
that each of GE and the Company shall, subject to reimbursement of
out-of-pocket expenses by the requesting party, cooperate and


 


23

















 


provide one
another with all reasonably requested assistance (including, without
limitation, the execution of documents and the provision of relevant
information) required by the requesting party to ensure compliance with all
applicable Laws in connection with any regulatory action, requirement, inquiry
or examination related to this Agreement or the Services. 


 


SECTION 10.08.           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.


 


SECTION 10.09.           Entire
Agreement.  Except as otherwise
expressly provided in this Agreement, this Agreement (including the Schedules
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.


 


SECTION 10.10.           Assignment;
No Third-Party Beneficiaries.  This
Agreement shall not be assigned by any party hereto without the prior written
consent of the other party; provided, however, that (i) in the
event the Company sells all or part of the Genworth Business (a “Genworth
Divested Unit”) to a third party, GE shall remain obligated to continue to
provide GE Services to such Genworth Divested Unit (but not otherwise to such
third party acquirer) to the extent it was providing such GE Services
immediately prior to such divestiture, pursuant to the terms of this Agreement,
unless otherwise agreed upon by the parties hereto, (ii) in the event GE sells
all or part of the Retained Businesses (a “GE Divested Unit”) to a third
party, the Company shall remain obligated to continue to provide Company
Services to such GE Divested Unit (but not otherwise to such third party
acquirer) to the extent it was providing such Company Services immediately
prior to such divestiture, pursuant to the terms of this Agreement, unless
otherwise agreed upon by the parties hereto, (iii) in the event the Company
acquires a business or portion thereof by merger, stock purchase, asset
purchase, reinsurance or other means (a “Genworth Acquired Unit”), then
GE shall be obligated to provide the GE Services to such Genworth Acquired
Unit, to the extent applicable, pursuant to the terms of this Agreement, unless
otherwise agreed upon by the parties hereto; provided, however,
that in the event that the acquisition of a Genworth Acquired Unit results in a
change in the volume or quantity of any GE Service which thereby causes a
material increase in GE’s cost to provide such GE Service, then the parties
hereto shall negotiate in good faith and use their commercially reasonable
efforts to agree upon a mutually agreeable price adjustment for such GE Service
to compensate GE for such increased costs, and (iv) in the event GE acquires a
business that engages in a business of the type engaged in by the Retained
Businesses (a “GE Acquired Unit”), then the Company shall be obligated
to provide the Company Services to such GE Acquired Unit, to the extent
applicable, pursuant to the terms of this Agreement, unless otherwise agreed
upon by the parties hereto; provided, however, that in the event
that the acquisition of a GE Acquired Unit results in a change in the volume or
quantity of any Company Service which thereby causes a material increase in the
Company’s cost to provide such Company Service, then


 


24

















 


the parties hereto
shall negotiate in good faith and use their commercially reasonable efforts to
agree upon a mutually agreeable price adjustment for such Company Service to
compensate the Company for such increased costs.  Nothing in clause (iv) of the preceding sentence shall be deemed
to waive any party’s rights or relieve or otherwise satisfy any party’s
obligations under Section 6.12 of the Master Agreement.  Notwithstanding the foregoing, GE’s
obligation to provide Services to a Genworth Divested Unit and the Company’s
obligation to provide Services to a GE Divested Unit shall be subject to (A) at
the sole discretion of the Provider of the Services, the implementation of new
Service Charges (solely with respect to Services to be provided to such
Divested Unit) proposed by the Provider of such Services that are consistent
with applicable market rates for such Services; (B) the seller of such Divested
Unit or the third party purchaser of such Divested Unit agreeing to pay, or
cause to be paid, any incremental fees or expenses incurred by the Provider in
connection with establishing or transitioning the provision of such Services to
the third party; (C) obtaining any consents that are necessary to enable the
Provider to provide the Services to the third party; provided, that GE
and the Company shall each use commercially reasonable efforts to obtain any
such consents; (D) the third party purchaser of such Divested Unit agreeing to
any reasonable security measures implemented by the Provider in providing the
Services as deemed necessary by the Provider to protect its Information
Systems; and (E) the third party purchaser of such Divested Unit agreeing in
writing to be bound by all applicable provisions of this Agreement.  Except as provided in Article VII with
respect to Provider Indemnified Parties and Recipient Indemnified Parties, this
Agreement is for the sole benefit of the parties to this Agreement and their
permitted successors and assigns and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


SECTION 10.11.           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.


 


SECTION 10.12.           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, and Schedule are references to the Articles,
Sections, paragraphs, 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 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.  Unless specifically stated in the Master
Agreement that a particular provision of the Master Agreement should be given
effect in lieu of a conflicting provision in this Agreement, to the extent that
any provision contained in this Agreement conflicts with, or cannot logically
be read in accordance


 


25

















 


with, any
provision of the Master Agreement, the provision contained in this Agreement
shall prevail.


 


SECTION 10.13.           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.


 


SECTION 10.14.           No
Right to Set-Off.  The Recipient
shall pay the full amount of costs and disbursements including Other Costs
incurred under this Agreement, and shall not set-off, counterclaim or otherwise
withhold any other amount owed to the Provider on account of any obligation
owed by the Provider to the Recipient. 


 


[SIGNATURE PAGE FOLLOWS]


 


26

















 


IN WITNESS WHEREOF, the parties 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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GE FINANCIAL ASSURANCE HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GEI, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GNA CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


27

















 


	
   

  	
  GE ASSET MANAGEMENT INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC MORTGAGE
  HOLDINGS LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENWORTH FINANCIAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


28

















 


Schedule A


 


GE SERVICES


 

















 


Schedule A-1


 


INVESTMENT IT SERVICES


 

















 


Schedule B


 


COMPANY SERVICES


 

















 


Schedule C-1


 


LEASED FACILITIES (GE to Genworth)


 

















 


Schedule C-2


 


LEASED FACILITIES (Genworth to GE)


 

















 


Schedule D


 


GRC PROJECTS


 

















 


Schedule E


 


MANAGEMENT CONSULTING SERVICES


 


The Management Consulting Services are broadly defined as activities
performed by Company associates that benefit other GE businesses but that do
not directly benefit Company.  The
Management Consulting Services typically include activities such as (i)
attending meetings, (ii) delivering training, (iii) providing historical and
industry perspectives, (iv) participating in meetings with rating agencies and
regulators, (v) participating in government relations activities, (vi) sharing
Company best practices, and (vii) making joint sales calls.  


 


The Management Consulting Services are more fully defined below in the
Services By Function section.




Services By Function


 


Executive Office:

Provide to the CEO of GE and the CEO of GE Insurance general support, advice,
and strategy with respect to GE’s Retained Businesses and GE’s reinsurance
business.  Consult on various GE
initiatives, including strategic implementations, operational reviews, capital
planning and other regulatory matters. 
The parties acknowledge such support will be limited by any Company
obligations deemed necessary by the Company’s CEO. 


 


Finance:

Meet with the Retained Businesses’ or GE associates to provide reasonable
assistance with issue resolution directly related to historical management
participation or emerging issues, meet with the Retained Businesses’ management
to plan for and provide assistance with rating agency relations, accompany
management to ratings agency meetings, meet with the Retained Businesses’
management, auditors, regulators to provide historical perspectives.  Attend councils at GE including Finance,
Tax, Controllers and others as appropriate including presentations of best
practices as applicable.


 


Legal/Compliance:

Accompany the Retained Businesses’ management to meet with regulators, meet
with Retained Businesses’ and GE associates to provide reasonable assistance
with issue resolution directly related to historical management participation,
participate in GE Legal Councils, share applicable legal and compliance best
practices and emerging issues as applicable. 


 


Government Relations/Public Relations:


Consult and provide support and advice with regard to Government
Relations planning and practice with respect to Retained Businesses, and GE’s
reinsurance businesses.  Accompany the
Retained Businesses’ management to meet with regulators, work with the Retained
Businesses’ management on government relations activities including without
limitation incorporating the Retained Businesses’ government relations agendas
into the Company’s agendas and jointly participating in events, meet with the
Retained Businesses’ management, auditors, regulators to provide historical
perspectives, meet with the Retained Businesses’ management to plan for and
provide assistance with rating agency relations, accompany Retained Businesses’
management to


 

















 


ratings agency meetings.  Participate
in GE Government Relations planning and present best practices as applicable.


 


Risk:

Provide general risk support, advice, and strategy with respect to the Retained
Businesses and GE’s reinsurance business. Meet with the Retained Businesses’
and GE associates to provide reasonable assistance with issue resolution
directly related to historical management participation, participate in GE risk
forums, share applicable risk best practices.


 


Information Technology:

Meet with the Retained Businesses’ management and GE, auditors, regulators to
provide historical perspectives and strategy or consultation on emerging
issues, participate in GE information technology councils, share applicable
emerging technology practices related to strategy, standards selection and cost
reduction initiatives.


 


Marketing & Product Management:

Participate in joint sales calls for mutual GE/Company customers, meet with the
Retained Businesses’ management and other GE management to provide perspectives
with respect to the insurance industry, and share applicable marketing best
practices. 


 


Operations & Six Sigma:

Meet with the Retained Businesses’ or GE associates to provide reasonable
assistance with issue resolution directly related to historical management
participation and emerging issues, make available training in insurance
specific classes developed and delivered by Company subject to availability,
providing training classes and materials on LEAN and Company- created LEAN
tools for financial services operations subject to availability (GE to pay its
own travel and living expenses), participate in the Engineering Leadership
Council, meet with the Retained Businesses’ management to provide perspectives
with respect to the insurance industry, share applicable operations best practices.


 


Actuarial:

Provide general support, advice, and strategy with respect to GE’s Retained
Businesses and reinsurance business. 
Meet with the Retained Businesses’ management to plan for and provide
assistance with rating agency relations, accompany the Retained Businesses’
management to ratings agency meetings, assist the actuarial department of GE’s
reinsurance business, meet with the Retained Businesses’ associates to provide
reasonable assistance with issue resolution directly related to historical
management participation, meet with the Retained Businesses’ management,
auditors, regulators to provide historical perspectives, share applicable
actuarial best practices.


 


Human Resources:

Participate in GE HR councils and share applicable HR best practices, and make
available to GE the Company leadership training classes subject to availability
(GE to pay its own travel and living expenses).  In addition the Company
will make such appropriate subject matter experts reasonably available to
provide consultation and assistance to GE with respect any employment-related
lawsuit(s) related to Financial Guaranty Insurance Company for which GE is
financially


 


2

















 


responsible
and that are pending as of January 1, 2004, until such lawsuit(s) are
settled or otherwise finally adjudicated with no further right of appeal.


 


3

















 


Schedule F


 


BUSINESS ASSOCIATE ADDENDUM


 


I.                                         Purpose.


 


In
order to disclose certain information to Provider under this Addendum, some of
which may constitute Protected Health Information (“PHI”) (defined below),
Recipient and Provider mutually agree to comply with the terms of this Addendum
for the purpose of satisfying the requirements of the Health Insurance
Portability and Accountability Act of 1996 (“HIPAA”) and its implementing
privacy regulations at 45 C.F.R. Parts 160-164 (“HIPAA Privacy Rule”).   These provisions shall apply to Provider to
the extent that Provider is considered a “Business Associate” under the HIPAA
Privacy Rule and all references in this section to Business Associates
shall refer to Provider.  Capitalized
terms not otherwise defined herein shall have the meaning assigned in the
Agreement.  Notwithstanding anything
else to the contrary in the Agreement, in the event of a conflict between this
Addendum and the Agreement, the terms of this Addendum shall prevail. 


 


II.                                     Permitted
Uses and Disclosures.  


 


A.           Business
Associate agrees to use or disclose Protected Health Information (“PHI”) that
it creates for or receives from Recipient or its Subsidiaries only as
follows.  The capitalized term
“Protected Health Information or PHI” has the meaning set forth in 45 Code of
Federal Regulations Section 164.501, as amended from time to time.  Generally, this term means individually
identifiable health information including, without limitation, all information,
data and materials, including without limitation, demographic, medical and
financial information, that relates to the past, present, or future physical or
mental health or condition of an individual; the provision of health care to an
individual; or the past present, or future payment for the provision of health
care to an individual; and that identifies the individual or with respect to
which there is a reasonable basis to believe the information can be used to
identify the individual.  This
definition shall include any demographic information concerning members and
participants in, and applicants for, Recipient’s or its Subsidiaries’ health
benefit plans.  All other terms used in
this Addendum shall have the meanings set forth in the applicable definitions
under the HIPAA Privacy Rule. 


 


B.             Functions
and Activities on Company’s Behalf. 
Business Associate is permitted to use and disclose PHI it creates for
or receives from Recipient or its Subsidiaries only for the purposes described
in this Addendum or the Agreement that are not inconsistent with the provisions
of this Addendum, or as required by law, or following receipt of prior written
approval from whichever of the Recipient or its Subsidiary for which the
relevant PHI was created or from which the relevant PHI was received.  In addition to these specific requirements
below, Business Associate may use or disclose PHI only in a manner that would
not violate the HIPAA Privacy Rule if done by the Recipient or its
Subsidiaries.  


 


C.             Business
Associate’s Operations.  Business
Associate is permitted by this Agreement to use PHI it creates for or receives
from Recipient or its Subsidiaries: (i) if such


 

















 


use is reasonably necessary for Business Associate’s
proper management and administration; and (ii) as reasonably necessary to carry
out Business Associate’s legal responsibilities. Business Associate is
permitted to disclose PHI it creates for or receives from Recipient or its
Subsidiaries for the purposes identified in this Section only if the
following conditions are met: 


 


(1)  The disclosure is required
by law; or


 


(2) The disclosure is reasonably necessary to Business
Associate’s proper management and administration, and Business Associate
obtains reasonable assurances in writing from any person or organization to
which Business Associate will disclose such PHI that the person or organization
will:


 


a. Hold such PHI as confidential and use or further
disclose it only for the purpose for which Business Associate disclosed it to
the person or organization or as required by law; and


 


b. Notify Business
Associate (who will in turn promptly notify whichever of the Recipient or its
Subsidiary for which the relevant PHI was created or from which the relevant
PHI was received) of any instance of which the person or organization becomes
aware in which the confidentiality of such PHI was breached.


 


D.            Minimum
Necessary Standard.  In performing
the functions and activities on Recipient’s or its Subsidiaries’ behalf
pursuant to the Agreement, Business Associate agrees to use, disclose or
request only the minimum necessary PHI to accomplish the purpose of the use,
disclosure or request.  Business Associate
must have in place policies and procedures that limit the PHI disclosed to meet
this minimum necessary standard.


 


E.              Prohibition on Unauthorized Use or Disclosure. 
Business Associate will neither use nor disclose PHI it creates or
receives for or from Recipient, its Subsidiaries, or from another business
associate of Recipient or its Subsidiaries, except as permitted or required by
this Addendum or the Agreement that are not inconsistent with the provisions of
this Addendum, or as required by law, or following receipt of prior written
approval from whichever of the Recipient or its Subsidiary for which the
relevant PHI was created or from which the relevant PHI was received.  


 


F.              De-identification of Information.  Business Associate agrees neither to de-identify PHI it creates
for or receives from Recipient or its Subsidiaries or from another business
associate of Recipient or its Subsidiaries, nor use or disclose such
de-identified PHI, unless such de-identification is expressly permitted under
the terms and conditions of this Addendum or the Agreement and related to
Recipient’s or its Subsidiaries’ activities for purposes of “treatment”,
“payment” or “health care operations”, as those terms are defined under the
HIPAA Privacy Rule.  De-identification
of PHI, other than as expressly permitted under the terms and conditions of the
Addendum for Business Associate to perform services for Recipient or its
Subsidiaries, is not a permitted use of PHI under this Addendum.  Business Associate further agrees that it
will not create a “Limited Data Set” as defined by the HIPAA Privacy Rule using
PHI it creates or receives, or receives from another business 


 


2

















 


associate of Recipient or its Subsidiaries, nor use or
disclose such Limited Data Set unless: (i) such creation, use or disclosure is
expressly permitted under the terms and conditions of this Addendum or the
Agreement that are not inconsistent with the provisions of this Addendum; and
such creation, use or disclosure is for services provided by Business Associate
that relate to Recipient’s or its Subsidiaries’ activities for purposes of
“treatment”, “payment” or “health care operations”, as those terms are defined
under the HIPAA Privacy Rule.


 


G.             Information Safeguards.  Business
Associate will develop, document, implement, maintain and use appropriate
administrative, technical and physical safeguards to preserve the integrity and
confidentiality of and to prevent non-permitted use or disclosure of PHI created
for or received from Recipient or its Subsidiaries.  These safeguards must be appropriate to the size and complexity
of Business Associate’s operations and the nature and scope of its activities.  Business Associate agrees that these
safeguards will meet any applicable requirements set forth by the U.S.
Department of Health and Human Services, including (as of the effective date or
as of the compliance date, whichever is applicable) any requirements set forth
in the final HIPAA security regulations. 
Business Associate agrees to mitigate, to the extent practicable, any
harmful effect that is known to Business Associate resulting from a use or
disclosure of PHI by Business Associate in violation of the requirements of
this Addendum.


 


III.                                 Conducting
Standard Transactions.  In the
course of performing services for Recipient or its Subsidiaries, to the extent
that Business Associate will conduct Standard Transactions for or on behalf of
Recipient or its Subsidiaries, Business Associate will comply, and will require
any subcontractor or agent involved with the conduct of such Standard
Transactions to comply, with each applicable requirement of 45 C.F.R. Part
162.  “Standard Transaction(s)” shall
mean a transaction that complies with the standards set forth at 45 C.F.R.
parts 160 and 162.  Further, Business
Associate will not enter into, or permit its subcontractors or agents to enter
into, any trading partner agreement in connection with the conduct of Standard
Transactions for or on behalf of the Recipient or its Subsidiaries that:


 


a.               Changes the
definition, data condition, or use of a data element or segment in a Standard
Transaction;


 


b.              Adds any data
element or segment to the maximum defined data set;


 


c.               Uses any code or
data element that is marked “not used” in the Standard Transaction’s
implementation specification or is not in the Standard Transaction’s
implementation specification; or


 


d.              Changes the meaning
or intent of the Standard Transaction’s implementation specification.


 


IV.                                 Sub-Contractors, Agents or Other
Representatives.   Business Associate will require any of its
subcontractors, agents or other representatives to which Business Associate is
permitted by this Addendum or the Agreement (or is otherwise given Recipient’s
or the relevant Subsidiary’s prior written approval) to disclose any of the PHI
Business Associate creates or receives for or


 


3

















 


from Recipient or
its Subsidiaries, to provide reasonable assurances in writing that
subcontractor or agent will comply with the same restrictions and conditions
that apply to the Business Associate under the terms and conditions of this
Addendum with respect to such PHI.  


 


V.                                     Protected
Health Information Access, Amendment and Disclosure Accounting.


 


A.           Access.  Business Associate
will promptly upon Recipient’s or its Subsidiary’s request make available to
Recipient, its Subsidiary, or, at Recipient’s or such Subsidiary’s direction,
to the individual (or the individual’s personal representative) for inspection
and obtaining copies any PHI about the individual which Business Associate
created for or received from Recipient or its Subsidiary and that is in
Business Associate’s custody or control, so that Recipient or its Subsidiary
may meet its access obligations under 45 Code of Federal Regulations
§ 164.524.


 


B.             Amendment.  Upon Recipient’s or its
Subsidiary’s request Business Associate will promptly amend or permit Recipient
or its Subsidiary access to amend any portion of the PHI which Business
Associate created for or received from Recipient or its Subsidiary, and
incorporate any amendments to such PHI, so that Recipient or its Subsidiary may
meet its amendment obligations under 45 Code of Federal Regulations
§ 164.526.


 


C.             Disclosure Accounting.  So that Recipient or its Subsidiaries may meet their disclosure
accounting obligations under 45 Code of Federal Regulations § 164.528:


 


1.               Disclosure
Tracking.  Business Associate will
record for each disclosure, not excepted from disclosure accounting under Section V.C.2
below, that Business Associate makes to Recipient or its Subsidiaries of PHI
that Business Associate creates for or receives from Recipient or its
Subsidiaries, (i) the disclosure date, (ii) the name and member or other policy
identification number of the person about whom the disclosure is made, (iii)
the name and (if known) address of the person or entity to whom Business
Associate made the disclosure, (iv) a brief description of the PHI disclosed,
and (v) a brief statement of the purpose of the disclosure (items i-v,
collectively, the “disclosure information”). 
For repetitive disclosures Business Associate makes to the same person
or entity (including Recipient or its Subsidiaries) for a single purpose, Business
Associate may provide a) the disclosure information for the first of these
repetitive disclosures, (b) the frequency, periodicity or number of these
repetitive disclosures and (c) the date of the last of these repetitive
disclosures.  Business Associate will
make this disclosure information available to Recipient or its Subsidiaries
promptly upon Recipient’s or its Subsidiaries’ request.  


 


2.               Exceptions
from Disclosure Tracking.  Business
Associate need not record disclosure information or otherwise account for
disclosures of PHI that this Addendum or Recipient or the relevant Subsidiary
in writing permits or requires (i) for the purpose of Recipient’s or its
Subsidiaries’ treatment activities, payment activities, or health care
operations, (ii) to the individual who is the subject of the PHI disclosed or
to that individual’s personal representative; (iii) to persons involved in that
individual’s health care or payment for health care; (iv) for notification for
disaster relief purposes, (v) for national security or intelligence purposes, (vi)
to law enforcement officials or correctional


 


4

















 


institutions regarding inmates; or   (vii)
pursuant to an authorization; (viii) for disclosures of certain PHI made as
part of a Limited Data Set; (ix) for certain incidental disclosures that may
occur where reasonable safeguards have been implemented; and (x) for
disclosures prior to April 14, 2003.


 


3.               Disclosure
Tracking Time Periods.  Business
Associate must have available for Recipient and its Subsidiaries the disclosure
information required by this section for the 6 years preceding Recipient’s
or its Subsidiaries’ request for the disclosure information (except Business
Associate need have no disclosure information for disclosures occurring before
April 14, 2003). 


 


VI.                                 Additional
Business Associate Provisions.


 


A.           Reporting
of Breach of Privacy Obligations. 
Business Associate will provide written notice to whichever of the
Recipient or its Subsidiary for which the relevant PHI was created or from
which the relevant PHI was received of any use or disclosure of PHI that is
neither permitted by this Addendum nor given prior written approval by
Recipient or the relevant Subsidiary promptly after Business Associate learns
of such non-permitted
use or disclosure.  Business Associate’s
report will at least:


 


(i)                                     Identify
the nature of the non-permitted use or disclosure;


 


(ii)                                  Identify
the PHI used or disclosed;


 


(iii)                               Identify who made the
non-permitted use or received the non-permitted disclosure;


 


(iv)                              Identify what corrective
action Business Associate took or will take to prevent further non-permitted
uses or disclosures;


 


(v)                                 Identify what Business
Associate did or will do to mitigate any deleterious effect of the
non-permitted use or disclosure; and


 


(vi)                              Provide such other
information, including a written report, as Recipient or the relevant
Subsidiary may reasonably request.


 


B.             Amendment.  Upon the effective date
of any final regulation or amendment to final regulations promulgated by the
U.S. Department of Health and Human Services with respect to PHI, including,
but not limited to the HIPAA privacy and security regulations, this Addendum
and the Agreement will automatically be amended so that the obligations they
impose on Business Associate remain in compliance with these regulations.


 


In addition, to the
extent that new state or federal law requires changes to Business Associate’s
obligations under this Addendum, this Addendum shall automatically be amended
to include such additional obligations, upon notice by Recipient or its
Subsidiaries to Business Associate of such obligations.  Business Associate’s continued performance
of services under the Agreement shall be deemed acceptance of these additional
obligations.


 


5

















 


C.             Audit and Review of Policies and Procedures.  Business
Associate agrees to provide, upon Recipient request, access to and copies of
any policies and procedures developed or utilized by Business Associate
regarding the protection of PHI.  Business Associate agrees to provide, upon Recipient’s request,
access to Business Associate’s internal practices, books, and records, as they
relate to Business Associate’s services, duties and obligations set forth in
this Addendum and the Agreement(s) under which Business Associate provides
services and / or products to or on behalf of Recipient or its Subsidiaries,
for purposes of Recipient’s or its Subsidiaries’ review of such internal
practices, books, and records.


 


6