Exhibit 10.30


 


[            ]
2004


 


 


TRANSITIONAL SERVICES AGREEMENT


 


 


between


 


FINANCIAL INSURANCE GROUP SERVICES LIMITED


 


and


 


GE LIFE SERVICES LIMITED


 


 


 


WEIL, GOTSHAL & MANGES


 


One South Place   London   EC2M 2WG


Tel: +44 (0) 20 7903 1000   Fax: +44 (0) 20 7903 0990


 


www.weil.com


 

















 


 


TABLE OF CONTENTS


 


	
  1

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  THE SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  CONVERSION SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  OTHER
  ARRANGEMENTS/ADDITIONAL AGREEMENTS/CONSENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  THE PROVIDER’S
  RESPONSIBILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  CHARGES

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  TERMS OF PAYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  COMPLIANCE
  WITH LAWS AND STANDARD FOR SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  CONTRAT DE GROUPEMENT DE
  FAIT

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  RECORDS AND AUDIT

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  INTELLECTUAL PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  LIMITATION OF
  LIABILITY AND INDEMNITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  CONDUCT OF CLAIMS

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  ASSIGNMENT AND
  SUB-CONTRACTING

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  CONFIDENTIALITY

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  THE PROVIDER’S
  OBLIGATIONS ON TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  SURVIVAL OF
  OBLIGATIONS ON TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  FORCE MAJEURE/BUSINESS
  CONTINUITY

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  INCONSISTENCY/PREVAILING
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  MASTER AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  REGULATORY APPROVAL
  AND COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  24

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  25

  	
  APPLICABLE LAW
  AND DISPUTE RESOLUTION

  	
   

  
	
   

  	
   

  	
   

  
	
  26

  	
  DATA PROTECTION

  	
   

  
	
   

  	
   

  	
   

  
	
  27

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  28

  	
  WAIVER OF REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  29

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  30

  	
  NO PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  
	
  31

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  32

  	
  RIGHTS OF THIRD PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  33

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1
  SERVICES

  	
   

  



 

















 


	
  SCHEDULE 2  EXCLUDED ASSETS

  	
   

  



 

















 


THIS AGREEMENT
is made on [                ]
2004 between the following parties:


 


(1)                                 FINANCIAL INSURANCE GROUP SERVICES LIMITED, a company incorporated in
England and Wales (registered number 1670707) whose registered office is at
Vantage West, Great West Road, Brentford, Middlesex, TW8 9AG (“FIGSL”);
and


 


(2)                                 GE LIFE SERVICES LIMITED, a company incorporated in England and Wales
(registered number 4330120) whose registered office is at The Priory, Hitchin,
Hertfordshire, SG5 2DW  (“GELS”).


 


WHEREAS:


 


(A)                               General Electric Company (“GE”),
General Electric Capital Corporation, GEI, Inc., GE Financial Assurance
Holdings, Inc. (“GEFAHI”) and Genworth Financial, Inc. (“Genworth”) entered into a
Master Agreement, dated [        ]
(the “Master
Agreement”).


 


(B)                               In connection with the Master
Agreement, GE, General Electric Capital Corporation, GEI, Inc., GEFAHI, GNA
Corporation, GE Asset Management Incorporated, General Electric Mortgage
Holdings LLC and Genworth entered into a Transition Services Agreement dated [        ]
(the “Global
Transition Services Agreement”) pursuant to which  (i) GE and its subsidiaries will provide or
cause to be provided certain administrative and support services and other
assistance to Genworth together with its subsidiaries, including GNA
Corporation, on a transitional basis and (ii) Genworth and its subsidiaries
will provide or cause to be provided certain administrative and support
services and other assistance to GE together with its subsidiaries, including
General Electric Capital Corporation, GEFAHI and GE Asset Management
Incorporated.


 


(C)                               Further to and in connection with
the Global Transition Services Agreement the parties hereto are to provide
transitional administrative and support services to each other and its group
companies on a reciprocal basis on the terms and conditions of this Agreement.


 


(D)                               Certain FIGSL Group Companies and
GEIH Group Companies (both as defined below) which are incorporated in France
are parties to a Contrat de Groupement de Fait dated 20 November 1998 (the
“Contrat
de Groupement de Fait”) pursuant to which they enjoy certain tax
benefits.  The parties to the Contrat de
Groupement de Fait desire that, so far as is possible, such tax benefits shall
continue to apply and that equivalent tax benefits be obtained in respect of
the Services to be provided as between the parties to the Contrat Groupement de
Fait pursuant to this Agreement, subject to the terms and conditions of this
Agreement.


 


IT IS AGREED
as follows:


 


1                                         INTERPRETATION


 


1.1                               As used herein, the following
terms shall have the following meanings, unless the context otherwise requires:


 


1

















 


“Affiliate”
means in respect of any person, any direct or indirect subsidiary of such
person and any other person that directly, or though one or more
intermediaries, controls or is controlled by or is under common control with
such first person;


 


“Agreement”
means this agreement, including the Clauses and the Schedules and all other
written schedules, annexes, attachments and amendments which are signed in
writing by all parties and which are made a part hereof in accordance with this
Agreement;


 


“Closing
Date” means the date on which the underwriting agreement between
Genworth, GEFAHI and the managing underwriters in connection with the offering
of common stock in Genworth by GEFAHI in the initial public offering of stock
in Genworth is executed;


 


“Commencement
Date” means [the Blue Ridge IPO date] save
in respect of the French Services where it shall mean the French Scheme
Transfer Date;


 


“Consents”
shall have the meaning given to it in Clause 4.5;


 


“Consents
Costs” shall have the meaning given to it in Clause 4.5;


 


“Control” or “Controlled”
means, with respect to any Intellectual Property, the right
to grant a license or sublicense to such Intellectual Property as provided for
herein without (i) violating the terms of any agreement or other arrangement
with any third party, (ii) requiring any consent, approvals or waivers from any
third party, or any breach or default by the party being granted any such
license or sublicense being deemed a breach or default affecting the rights of
the party granting such license or sublicense or (iii) requiring the payment of
material compensation to any third party;


 


“Conversion
Costs” shall have the meaning given to it in Clause 3.3;


 


“Cross
License” means the Intellectual Property Cross License and
Non-Assertion Agreement dated [               ]
between GE and Genworth;


 


“European
Tax Matters Agreement” means the European Tax Matters Agreement
dated [     ] between, inter alia,
GE, Consolidated Insurance Holdings Limited, UK Group Holding Company Limited
and Genworth;


 


“FIGSL
Group” means (i) FIGSL, CFI Administrators Limited, CFI Pension
Trustees Limited, FIG Ireland Limited, Financial Insurance Guernsey PCC
Limited, Financial New Life Company Limited, GEFA UK Finance Limited, GEFA UK
Holdings Limited, Assocred S.A., RD Plus S.A. and UK Group Holding Company
Limited, (ii) with effect from the UK Transfer Date, Financial Insurance
Company Limited, Consolidated Insurance Group Limited, GE Financial Assurance,
Compania de Seguros y Reaseguros de Vida S.A. and GE Financial Insurance,
Compania de Seguros y Reaseguros S.A., (iii) with effect from the date (if
ever) that all the shares in Financial Assurance Company Limited are
transferred to GEFA UK Holdings Limited, Financial Assurance Company Limited,
and (iv) any other company that the parties shall agree from time to time shall
be included within this definition;


 


2

















 


“French
Services” means those GEIH Services set out in Part A of
Schedule 1 to be provided to RD Plus S.A. and Assocred S.A. and those
FIGSL Services set out in Part B of Schedule 1 to be provided to Vie Plus
S.A. and [SCI
Laborde], in each case following the French Scheme Transfer Date;


 


“French
Scheme Transfer Date” means the date on which the Minister of the
Economy, Finance and Industry for France grants an order approving the transfer
of Vie Plus S.A.’s payment protection insurance business to Financial New Life
Company Limited pursuant to the provisions of Article L.324-1 of the
Insurance Code;


 


“FSA”
means the United Kingdom’s Financial Services Authority or its successors;


 


“GEIH”
means GE Insurance Holdings Limited (registered number 2221244);


 


“GEIH
Group” means (i) GELS, GEIH, Consolidated Insurance Holdings
Limited, Ennington Properties Limited, GE Asset Management Limited, GE
Financial Asset Management Limited, GE Life Equity Release Limited, GE Life
Fund Management Limited, GE Life Group Limited, GE Life Limited, GE Life
Residential Limited, GE Life Trustees Limited., GE Pensions Limited, GE
Pensions Trustees Limited, NAMULAS Pension Trustees Limited, National Mutual
Life Assurance Society, National Mutual Pension Trustees Limited, Vie Plus
S.A., [SCI
Laborde] and Three X Communication Limited, (ii) until the UK
Transfer Date, Financial Insurance Company Limited, Consolidated Insurance
Group Limited, GE Financial Assurance, Compania de Seguros y Reaseguros de Vida
S.A. and GE Financial Insurance, Compania de Seguros y Reaseguros S.A., (iii)
until such time (if ever) as all the shares in Financial Assurance Company
Limited are transferred to GEFA UK Holdings Limited, Financial Assurance
Company Limited, and (iv) any other company that the parties shall agree from
time to time shall be included within this definition;


 


“Goods”
means any goods or materials which are supplied by a Provider;


 


“Group”
means, in relation to any party, its Group as defined hereunder;


 


“Group
Companies” means in relation to any party, any member of that
party’s Group and “Group Company” means any such company;


 


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


 


“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 England and Wales or any other foreign jurisdiction:
(i) patents, patent applications and statutory invention registrations,
including divisions,


 


3

















 


continuations, continuations-in-part, substitute application of the
foregoing and any extensions, reissues, restorations and re-examinations
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;


 


“negligence”
means negligence as defined in Section 1 of the Unfair Contract Terms Act
1977 being “the breach (a) of any obligation, arising from the express or
implied terms of a contract, to take reasonable care or exercise reasonable
skill in the performance of the contract; (b) of any common law duty to take
reasonable care or exercise reasonable skill (but not any stricter duty); or
(c) of the common duty of care imposed by the Occupiers’ Liability Act 1957 or
the Occupiers’ Liability Act (Northern Ireland) 1957”;


 


“Provider”
means in relation to any Service, the party providing or causing the provision
of such Service under this Agreement;


 


“Provider’s
Group” means in relation to a Provider, its Group as defined
hereunder;


 


“Provider
Indemnified Party” shall have the meaning given to it in Clause
13.3;


 


“Recipient”
means in relation to any Service, the party to whom such Service is being
provided under this Agreement;


 


“Recipient’s
Group” means in relation to a Recipient, its Group as defined
hereunder;


 


“Recipient
Group Companies” means in relation to a Recipient, each of its Group
Companies as defined hereunder;


 


“Recipient
Indemnified Party” shall have the meaning given to it in Clause
13.2;


 


“Representatives”
means in relation to a person means any director, officer, employee, agent,
consultant, sub-contractor, accountant, auditor, financing source, attorney,
investment banker or other representative of such person;


 


“Service
Charges” means in relation to any Services, the charges to be paid
by the relevant Recipient to the relevant Provider pursuant to Clause 6.1 in
respect of the Services provided by the relevant Provider to the relevant
Recipient and its Group.  The charges
for each Service or the basis for calculation thereof are set out opposite that
Service in column 2 of the relevant Part of Schedule 1;


 


4

















 


“Service
Termination Date” means, in relation to any Service, the date set
out opposite it in column 3 of Parts A and B of Schedule 1, or such
earlier date as provided hereunder;


 


“Services”
means the FIGSL Services or the GEIH Services (each as defined in Clause 2.1)
as appropriate and “Service” means any individual service to be
provided as part of the Services;


 


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


 


“Standard
for Services” shall have the meaning given to it in Clause 8;


 


“subsidiary”
and “holding
company” shall have the meanings given to them respectively in
Sections 736 and 736A of the Companies Act 1985;


 


“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;


 


“Term”
means the term of this Agreement;


 


“Total
Consents Cost Amount” shall have the meaning given to it in Clause
4.5;


 


“Total
Conversion Cost Amount” shall have the meaning given to it in Clause
3.3;


 


“Transfer
Regulations” means the Transfer of Undertakings (Protection of
Employees) Regulations 1981;


 


“Trigger
Date” means the first date after which GE no longer beneficially
owns more than fifty percent (50%) of the outstanding common stock of Genworth
(excluding for such purposes common stock of Genworth beneficially owned by GE
but not for its own account, including (in such exclusion) beneficial ownership
which arises by virtue of some entity that is an Affiliate of GE being a
sponsor of or advisor to of a mutual or similar fund that beneficially owns
common stock of Genworth. For the avoidance of doubt, a member of the Genworth
group is not an Affiliate of GE);


 


“UK
Transfer Date” means the earlier of (i) the date on which the Scheme
for the transfer of the insurance business of Financial Assurance Company
Limited to Financial New Life Company Limited pursuant to Part VII of the
Financial Services and Markets Act 2000 becomes effective in accordance with
its terms or (ii) the date on which all of the shares of Financial Assurance
Company Limited are transferred to GEFA UK Holdings Limited; and


 


“Virus”
means 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)


 


5

















 


that without functional purpose, self-replicate without manual
intervention; 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.


 


1.2                               As used herein unless the context
otherwise requires the singular includes the plural and vice versa and words
importing the masculine gender shall include the feminine.


 


1.3                               References in this Agreement to
any enactment, order, regulation or other similar instrument shall be construed
as a reference to the enactment, order, regulation or instrument as amended by
any subsequent enactment, order, regulation or instrument or as contained in
any subsequent re-enactment thereof.


 


1.4                               References in this Agreement to a
party shall be construed as a reference to that party, its successors and
permitted assigns.


 


1.5                               The Schedules form part of this
Agreement.


 


1.6                               The headings in this Agreement are
for the convenience of the parties only and are in no way intended to affect,
describe, interpret, define or limit the scope, extent, intent or interpretation
of this Agreement or any provision of this Agreement.


 


1.7                               References in this Agreement to
Clauses and Schedules are to the clauses and schedules of this Agreement.  In the event of any conflict or
inconsistency between any provision of the Clauses and any provision of the
Schedules, the former shall prevail, but only to the extent of the conflict or
inconsistency.  These terms and
conditions shall prevail over any terms and conditions of the Providers now or
in the future.


 


2                                         THE SERVICES


 


2.1                               From the Commencement Date until
the relevant Service Termination Date:


 


2.1.1                                      GELS shall provide, or cause to be
provided, the services listed in Schedule 1, Part A to the FIGSL Group
(together with any additional services to be provided to the FIGSL Group
pursuant to Clause 2.8 and any GEIH Substitute Services, the “GEIH
Services”); and


 


2.1.2                                      FIGSL shall provide, or cause to
be provided, the services listed in Schedule 1, Part B to the GEIH Group
(together with any additional services to be provided to the GEIH Group
pursuant to Clause 2.8 and any FIGSL Substitute Services, the “FIGSL
Services”).


 


2.2                               The scope of each Service shall be
substantially the same as the scope of such service provided by the Provider,
or, if applicable, its predecessor, prior to the date hereof.  The use of each Service by a Recipient Group
Company shall include use by the Recipient Group Company’s contractors in
substantially the same manner as used by the contractors of that Recipient
Group Company or its predecessor, if applicable, prior to the Closing Date.
Save as provided in Clause 15 (Assignment and Sub-contracting), nothing
in this Agreement shall require that any Service be provided other than for use
in, or in connection with, the Recipient’s business and the Recipient


 


6

















 


Group Companies’ businesses. For the avoidance of doubt, nothing in
this Clause 2.2 or in this Agreement shall be deemed to restrict or otherwise
limit the volume or quantity of any Service, provided that certain changes in a
Recipient’s requirements for the volume or quantity of a Service may require
the parties to negotiate in good faith and use their commercially reasonable
efforts to agree upon a price adjustment to the Service Charges for such
Service pursuant to Clause 15.3.


 


2.3                               If for any reason FIGSL is unable
to provide any FIGSL Service to the GEIH Group pursuant to the terms of this
Agreement, FIGSL shall provide to the GEIH Group a substantially equivalent
service (a “FIGSL Substitute Service”) for not more than the Service
Charge for the substituted FIGSL Service set forth in Schedule 1, Part B
and otherwise in accordance with the terms of this Agreement, including the
Standard for Services.


 


2.4                               If for any reason GELS is unable
to provide any GEIH Service to the FIGSL Group pursuant to the terms of this
Agreement, GELS shall provide to the FIGSL Group a substantially equivalent
service (a “GEIH Substitute Service”) for not more than the Service Charge
for the substituted GEIH Service set forth in Schedule 1, Part A and
otherwise in accordance with the terms of this Agreement, including the
Standard for Services.


 


2.5                               The Services shall include:


 


2.5.1                                      such maintenance, support, error
correction, training, updates and enhancements normally and customarily
provided by the Provider to its Group Companies that receive such services; and


 


2.5.2                                      all functions, responsibilities,
activities and tasks, and the materials, documentation, resources, rights and
licenses to be used, granted or provided by the Provider that are not
specifically described in this Agreement as a part of the Services, but are
incidental to, and would normally be considered an inherent part of, or
necessary subpart included within, the Services or are otherwise necessary for
the Provider to provide, or the Recipient or the Recipient Group Companies to
receive, the Services.


 


2.6                               In addition, a Recipient may
request that the Provider provides a custom modification to any Service. For
the avoidance of doubt, to the extent any custom modification constitutes
Software and such Software and all the Intellectual Property therein is owned
by the Provider, the Provider hereby assigns or agrees to cause the assignment
of such Software and all Intellectual Property therein to the relevant
Recipient Group Company and the Recipient hereby grants the Provider or agrees
to cause the grant to the Provider of a perpetual, worldwide, fully paid up,
irrevocable, transferable, royalty-free, non-exclusive licence, with the right
to sub-licence, to use and modify such Software.


 


2.7                               This Agreement shall not assign
any rights to Technology or Intellectual Property between the parties other
than as specifically set forth herein.


 


2.8                               If from time to time during the
Term any party identifies a need for additional services to be provided by or
on behalf of a Provider, the parties hereto agree to negotiate in good faith to
provide such requested services (provided that such services


 


7

















 


are of a type generally provided by the relevant Provider at such time)
and the applicable Service Charges, Service Termination Date and other rights
and obligations with respect thereto. To the extent practicable, such
additional services shall be provided on terms substantially similar to those
applicable to Services of similar types and in all other respects be provided
on terms consistent with those contained in this Agreement.


 


2.9                               Each party will, promptly
following the date of this Agreement, designate a services account manager (the
“Services
Manager”) who will be directly responsible for coordinating and
managing the delivery of the Services and will have authority to act on that
party’s behalf with respect to matters relating to this Agreement.  The Services Managers will work with each
other to address any problems arising in connection with the Services and
manage the parties’ relationship under this Agreement.


 


2.10                        The following provisions shall
apply to the Services:


 


2.10.1                               the Provider and Recipient shall
comply and where appropriate shall cause their Group Companies to comply with
their own security guidelines as in force from time to time which are
applicable to the performance, access and/or use of the Services and the
Information Systems;


 


2.10.2                               the parties hereto 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 such 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 the Virus; and


 


2.10.3                               the Provider and Recipient shall
exercise and where appropriate shall cause their Group Companies to exercise
reasonable care in providing, accessing and using the Services to (i) prevent
access to the Services by unauthorised persons and (ii) not damage, disrupt or
interrupt the Services.


 


2.11                        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.


 


3                                         CONVERSION
SERVICES


 


3.1                               During the Term, FIGSL shall
provide or cause to be provided, in addition to the FIGSL Services, the
following support for no extra charge except for actual out-of-pocket


 


8

















 


costs and expenses approved in advance in writing by the GEIH Services
Manager:


 


3.1.1                                      FIGSL shall provide, or cause to
be provided, current and reasonably available historical data related to the
FIGSL Services and predecessor services thereto as reasonably required by GELS,
in a manner and within a time period as mutually agreed by the parties;


 


3.1.2                                      FIGSL shall make reasonably
available or cause to be made reasonably available to GELS the services of
those employees, contractors and consultants of the FIGSL Group whose
assistance, expertise or presence is necessary to assist GELS’ transition team
in establishing a fully functioning stand-alone environment in respect of the
GEIH Group Companies’ businesses and the timely assumption by GELS, or by a
supplier of GELS, of the FIGSL Services; and


 


3.1.3                                      with respect to any Software or other electronic content (“Electronic
Materials”) licensed to the FIGSL Group under the Cross License and
used to provide a GEIH Service, GELS shall make available or deliver to FIGSL a
copy of such Software or Electronic Materials that are in existence and current
as of the Service Termination Date for such GEIH 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 FIGSL Group pursuant to this Clause shall be
deemed to be GE Intellectual Property under the Cross License and licensed to
the FIGSL Group 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 FIGSL Group as of the Closing Date, (y)
were not Controlled by the GEIH Group as of the Closing Date or (z) may
constitute Improvements made after the Closing Date.


 


3.2                               During the Term, GELS shall
provide or cause to be provided, in addition to the GEIH Services, the
following support for no extra charge except for actual out-of-pocket costs and
expenses approved in advance in writing by the FIGSL Services Manager:


 


3.2.1                                      GELS shall provide, or cause to be
provided current and reasonably available historical data related to GEIH
Services and predecessor services thereto as reasonably required by FIGSL, in a
manner and within a time period as mutually agreed by the parties;


 


3.2.2                                      GELS shall make reasonably
available or cause to be made reasonably available to FIGSL the services of
those employees, contractors and consultants of the GEIH Group whose
assistance, expertise or presence is necessary to assist FIGSL’s transition
team in establishing a fully functioning stand-alone environment in respect of the
FIGSL Group Companies’ businesses and the timely assumption by FIGSL, or by a
supplier of FIGSL, of the GEIH Services and


 


9

















 


3.2.3                                      with respect to any Software or other Electronic Materials licensed
to the GEIH Group under the Cross License and used to provide a FIGSL Service,
FIGSL shall make available or deliver to GELS a copy of such Software or
Electronic Materials that are in existence and current as of the Service
Termination Date for such FIGSL 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 GEIH Group pursuant to this Clause shall be deemed to be
Genworth Intellectual Property under the Cross License and licensed to the GEIH
Group 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 GEIH Group as of the Closing Date, (y) were not
Controlled by the FIGSL Group as of the Closing Date or (z) may constitute
Improvements made after the Closing Date.


 


3.3                               The parties acknowledge and agree
that in connection with the implementation, provision, receipt and transition
of the Services, the parties will incur certain non-recurring out-of-pocket
conversion costs and expenses (“Conversion Costs”):


 


3.3.1                                      GEIH Services Conversion Costs


 


Following the termination of a GEIH Service, the
GEIH Group shall either reimburse FIGSL for all actual Conversion Costs
incurred by FIGSL in respect of such GEIH Service or, after consultation with
FIGSL, pay such Conversion Costs directly, in either
case whether FIGSL replaces the GEIH Service with the same application, system,
vendor or other means of effecting the GEIH Service provided however that the GEIH
Group’s payment and reimbursement obligations under this Clause 3.3.1 and GE’s
payment and reimbursement obligations under Section 2.01(i) of the Global
Transition Services Agreement shall not in the aggregate exceed the Total
Conversion Cost Amount.  For the
purposes of this Clause, the “Total Conversion Cost Amount” means
US$[    ], which amount represents the parties’ agreed-upon good faith estimate of (i) the anticipated
Conversion Costs with respect to the transition of the GEIH Services pursuant
to the terms of this Agreement and (ii) the anticipated, non-recurring,
out-of-pocket conversion costs with respect to the transition of the GE
Services (as such term is defined in the Global Transition Services Agreement)
pursuant to the terms of the Global Transition Services Agreement.


 


3.3.2                                      FIGSL Services Conversion Costs


 


The GEIH Group shall be solely responsible
without limitation for paying any Conversion Costs in respect of the FIGSL
Services and any such Conversion Costs or related costs shall not be included
in the Total Conversion Cost Amount.


 


3.4                               Prior to receiving any
reimbursement for Conversion Costs pursuant to Clause 3.3 above, FIGSL shall
provide GELS with an invoice accompanied by reasonably detailed data and
documentation sufficient to evidence the Conversion Costs for which FIGSL is
seeking reimbursement.  Upon receipt of
such invoice and data and


 


10

















 


documentation, GELS shall, except as otherwise provided in Clause 3.3,
pay the amount of such invoice to FIGSL within 30 days of the date of receipt
of such invoice.  If GELS 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 Clause 25.  (Applicable Law and Dispute Resolution)
The parties acknowledge and agree that no prior approval shall be required from
the GEIH Group or GELS in order for FIGSL to seek any reimbursement pursuant to
Clause 3.3 and this Clause.


 


4                                         OTHER
ARRANGEMENTS/ADDITIONAL AGREEMENTS/CONSENTS


 


4.1                               During the period beginning on the
date hereof and ending on the Trigger Date, the FIGSL Group 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 FIGSL Services (the “FIGSL Vendor Agreements”)
under which (or under open work orders thereunder) the GEIH Group purchases
goods or services, licenses rights to use Intellectual Property and realises
certain other benefits and rights.  The
parties hereby agree that the GEIH Group shall continue to retain the right to
purchase goods or services and continue to realise such other benefits and
rights under each FIGSL Vendor Agreement to the extent allowed by such FIGSL
Vendor Agreement until the expiration or termination of such FIGSL Vendor
Agreement for any reason.  Additionally,
for so long as the purchasing or other rights remain in full force and effect
under a FIGSL Vendor Agreement and the GEIH Group continues to exercise its purchasing
or other rights and benefits under such FIGSL Vendor Agreement and for a period
of six months thereafter, FIGSL shall use its commercially reasonable efforts,
upon the written request of GELS, to assist the GEIH Group 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 FIGSL
Vendor Agreement.


 


4.2                               During the period beginning on the
date hereof and ending on the Trigger Date, the GEIH Group 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 GEIH Services (the “GEIH Vendor Agreements”)
under which (or under open work orders thereunder) the FIGSL Group purchases
goods or services, licenses rights to use Intellectual Property and realises
certain other benefits and rights.  The
parties hereby agree that the FIGSL Group shall continue to retain the right to
purchase goods or services and continue to realise such other benefits and
rights under each GEIH Vendor Agreement 
to the extent allowed by such GEIH Vendor Agreement until the expiration
or termination of such GEIH Vendor Agreement for any reason.  Additionally, for so long as the purchasing
or other rights remain in full force and effect under a GEIH Vendor Agreement
and the FIGSL Group continues to exercise its purchasing or other rights and
benefits under such GEIH Vendor Agreement and for a period of six months
thereafter, GELS shall use its commercially reasonable efforts, upon the
written request of FIGSL, to assist the FIGSL Group 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 GEIH Vendor
Agreement.


 


4.3                               Prior to the Trigger Date, each
party shall continue to have access to the other party’s Information
Systems.  On and after the Trigger Date,
a party shall not have access to


 


11

















 


all or any part of the other party’s Information Systems, except to the
extent necessary for that party to provide and receive Services (subject to
that party complying with all reasonable security measures implemented by the
other party as deemed necessary by that other party to protect its Information
Systems, provided that the first party shall have had a commercially reasonable
period of time in which to comply with such security measures).


 


4.4                               Each party will allow the other
party and its Representatives reasonable access to its facilities as necessary
for the performance of the Services.


 


4.5                               The parties acknowledge and agree
that certain software and other licences, consents, approvals, notices, registrations,
recordings, filings and other actions need to be obtained in order to allow the
Services to be provided (collectively, “Consents”).  The GEIH Group shall, after consultation with FIGSL, either
directly pay the out-of-pocket costs of obtaining, performing or satisfying
such Consents (the “Consents Costs”) or, after any Consent is
obtained, satisfied or performed, reimburse FIGSL for all actual Consents Costs
incurred by FIGSL in connection with obtaining, performing or satisfying such
Consents, provided however that the GEIH Group’s payment and reimbursement
obligations in respect of the Consents Costs under this Clause and GE’s payment
and reimbursement obligations under Section 4.04(a) of the Global
Transition Services Agreement shall not in the aggregate exceed the Total
Consents Cost Amount.  For the purposes
of this Clause, the “Total Consents Cost Amount” means US$10
million 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 Global Transition
Services Agreement) pursuant to the terms of the Global Transition Services Agreement. 
The GEIH Group shall be solely responsible for paying any costs or fees
in connection with any Consents with respect to the FIGSL Services and any such
costs or fees shall not be included in the Total Consents Cost Amount.


 


4.6                               Prior to receiving any
reimbursement pursuant to Clause 4.5 above, FIGSL shall provide GELS with an
invoice accompanied by reasonably detailed data and documentation sufficient to
evidence the Consents Costs for which FIGSL is seeking reimbursement.  Upon receipt of such invoice and data and
documentation, GELS shall, except as otherwise provided in Clause 4.5, pay the
amount of such invoice to FIGSL within 30 days of the date of receipt of such
invoice.  If GELS 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
Clause 25 (Applicable
Law and Dispute Resolution).  The parties acknowledge and agree that no prior approval shall be
required from the GEIH Group or GELS in order for FIGSL to seek any
reimbursement pursuant to Clause 4.5 and this Clause.


 


4.7                               The parties agree that the leases
and sub-leases listed in Part C of Schedule 1 shall have been assigned to
or granted by the appropriate party by the Commencement Date, subject to
obtaining any necessary third party consents or approvals.  A party to whom a lease or sub-lease is to
be assigned or granted agrees to accept such assignment or grant.  To the extent that any such leases or
sub-leases shall not have been granted or assigned by the Commencement Date,
the parties agree to work


 


12

















 


together in good faith to effect the grants or assignments (as
appropriate) of any such leases or subleases.


 


4.8                               The parties agree that all those
employees of FIGSL who are wholly dedicated to providing support to the GEIH
Group Companies (excluding for these purposes Financial Insurance Company
Limited, Financial Assurance Company Limited, Consolidated Insurance Group
Limited, GE Financial Assurance, Compania de Seguros y Reaseguros de Vida S.A.
and GE Financial Insurance, Compania de Seguros y Reaseguros S.A., Assocred
S.A, Vie Plus S.A. and [SCI Laborde]) shall be transferred to GELS
on or before the Commencement Date.  In
the event any such employees shall not have been transferred to GELS by the
Commencement Date:


 


4.8.1                                      the parties agree to work together in good faith to effect the
transfers of any such employees to GELS;


 


4.8.2                                      GELS agrees that it shall reimburse FIGSL for all costs incurred in
continuing to employ such employees, having reference to such employees’
existing contracts of employment and FIGSL’s past practice; and


 


4.8.3                                      GELS agrees to reimburse FIGSL for any costs FIGSL incurs if FIGSL
makes such employees redundant, subject to FIGSL having consulted GELS prior to
making any such redundancies.


 


FIGSL agrees that it shall at all times act reasonably and in good
faith in relation to the transfer of the relevant employees to GELS and the
recovery of costs in respect of employees who shall not have been transferred
to GELS by the Commencement Date, including without limitation the costs of
making such employees redundant, from GELS.


 


4.9                               The parties intend that any supplier
contracts which need to be transferred from the GEIH Group to FIGSL or from the
FIGSL Group to GELS to allow the Services to be provided or to enable the
provision by GELS and FIGSL of services to their respective Group Companies
shall have been transferred by the Commencement Date.  To the extent that any such contracts shall not have been
transferred by the Commencement Date, the parties agree to work together in
good faith to effect the transfers of any such contracts.


 


4.10                        The parties intend that any
Intellectual Property which needs to be transferred from the GEIH Group to
FIGSL or from the FIGSL Group to GELS to allow the Services to be provided or
to enable the provision of GELS and FIGSL of services to their respective Group
Companies shall have been transferred by the Commencement Date.  To the extent that any such Intellectual
Property shall not have been transferred by the Commencement Date, the parties
agree to work together in good faith to effect the transfers of any such
Intellectual Property.


 


5                                         THE PROVIDER’S
RESPONSIBILITIES


 


5.1                               The Provider shall act on behalf
of the Recipient Group Companies but in respect of each Recipient Group
Company, only to the extent of the authority given from time to time by such
Recipient Group Company.  A Recipient
Group Company may vary its instructions to the Provider at any time.


 


13

















 


5.2                               The Provider shall comply with all
reasonable security requirements of the Recipient Group Companies and shall
procure that all of its employees, agents and sub-contractors shall likewise
comply with such requirements.


 


5.3                               The Provider shall notify the
Recipient Group Companies of any special health and safety hazards of which it
is aware (after making all reasonable enquiries) and which may be involved in
performing the Services. The Provider shall further notify the Recipient Group
Companies in advance of the Commencement Date of any information or
requirements affecting the Recipient Group Companies under any legislation
concerning health and safety at work.


 


6                                         CHARGES


 


6.1                               In consideration of the Provider
providing the Services to the Recipient and its Group Companies, the Recipient
shall pay to the Provider the Service Charges.


 


6.2                               In addition, in connection with the
performance of the Services, the Provider may incur certain out-of-pocket costs
(“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 Recipient if such Other Costs
have been authorised by the relevant Services Manager prior to having been
incurred by the Provider and subject to receipt by the Recipient of data and
other documentation reasonably required to support the calculation of amounts
due to the Provider as a result of such Other Costs.


 


6.3                               The parties acknowledge that the
Service Charges reflect charges for such maintenance, support, error
correction, training, updates and enhancements as shall be provided by the
Provider pursuant to Clause 2.5.


 


6.4                               If the Recipient requests that the
Provider provide a custom modification in connection with any Service pursuant
to Clause 2.6, the Recipient shall be responsible for the cost of such custom
modification.


 


7                                         TERMS OF PAYMENT


 


7.1                               The Provider shall deliver an
invoice to the Recipient on a quarterly 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 in respect of all Services provided to and Other
Costs incurred in respect of the Recipient and its Group during that quarter.


 


7.2                               The Recipient shall pay such
invoice in full to the Provider in UK sterling or in Euros, as appropriate,
according to the terms of the invoice, within seventy-five (75) days of the
date of such invoice in cleared funds to the bank nominated by the Provider.


 


7.3                               If the Recipient fails to pay any
amount due to the Provider under this Agreement (excluding any amount contested
in good faith) by the due date for payment, the Recipient shall pay to the
Provider, in addition to the amount due, interest on such amount at the rate of
2% per annum over Barclays Bank plc’s base rate from time to time  from
the date the payment was due until the payment is made in full, both before and
after any judgment.


 


14

















 


7.4                               As soon as practicable after
receipt by the Provider of any reasonable written request by the Recipient, the
Provider shall provide the Recipient with data and documentation supporting the
calculation of any amount due to the Provider under this Agreement the subject
of the request for the purpose of verifying the accuracy of such calculation.
If after reviewing such data and documentation the Recipient disputes the
calculation of any amount due to the Provider then the dispute shall be
resolved pursuant to Clause 25 (Applicable Law and Dispute Resolution).


 


7.5                               All sums due under this Agreement
are exclusive of VAT which shall where applicable be paid by the appropriate
Recipient.


 


7.6                               The Provider shall be responsible
for the payment of all invoices due to third party suppliers in respect of
Goods, equipment or services supplied in connection with the Services.


 


7.7                               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.


 


8                                         COMPLIANCE WITH
LAWS AND STANDARD FOR SERVICES


 


8.1                               Each Provider will perform the
Services in compliance with all applicable laws, enactments, orders,
regulations, standards and other similar instruments and all other applicable
provisions hereof and will obtain and maintain in force for the Term all
licences, permissions, authorisations, consents and permits required to comply
with all laws, enactments, orders standards and regulations relevant to the
performance of the Services under this Clause including for the avoidance of
doubt the rules of any regulatory authority (whether the FSA or any other
regulator) to the extent they apply to the provision of the Services hereunder.


 


8.2                               Except as otherwise provided in
this Agreement (including the Schedules 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 previously performed by or on behalf of the Provider or its
predecessors, if applicable, prior to the Commencement Date (the “Standard for
Services”).


 


8.3                               The parties shall co-operate with
each other and use their good faith commercially reasonable efforts to effect
the efficient, timely and seamless provision and receipt of the Services.


 


9                                         WARRANTIES


 


9.1                               All of the warranties specified in
this Clause 9 are without prejudice to any other warranties expressed in this
Agreement. Each such warranty shall be construed as a separate warranty and
shall not be limited or restricted by reference, or inference from, the terms
of any other warranty or any other term.


 


15

















 


9.2                               Each Provider hereby acknowledges
and agrees that compliance by it with each such warranty shall not relieve it
of any of its other obligations under this Agreement.


 


9.3                               Each Provider warrants that, in
the event that it delivers any Goods, as at the date of delivery of any Goods:


 


9.3.1                                      subject to any valid retention of
title to the Goods by a third party, it has good title to the Goods and such
title is free of all liens, charges and encumbrances; and


 


9.3.2                                      the Goods are of satisfactory
quality, conform with the manufacturer’s specifications and are free from
defects in design, manufacture use of or materials for a period of twelve (12)
months from the date of delivery;


 


and in the event this is discovered not to be the case during such
twelve (12) month period, without prejudice to any other right or remedy which
the Recipient may have, the Provider shall, at the Recipient’s option, replace
or repair the Goods free of charge For the avoidance of doubt, the costs to the
Provider of replacing or repairing the Goods shall be subject to and count
towards the overall cap on that Provider’s liability under this Agreement
contained in Clause 13.2.


 


9.4                               Each Provider further warrants
that:


 


9.4.1                                      it has taken all requisite
corporate and other action to approve the execution, delivery and performance
of the Agreement, and agrees to produce to the Recipient evidence of such
action upon reasonable request; and


 


9.4.2                                      it will not breach any rights
(including but not limited to rights relating to Intellectual Property) or
commit, or involve the Recipient in the commission of, any tort by entering
into this Agreement and that this Agreement will constitute valid and legally
binding obligations on the Provider in accordance with its terms when executed
by such Provider.


 


10                                  CONTRAT DE
GROUPEMENT DE FAIT


 


In view of the tax benefits enjoyed by RD Plus S.A., Vie Plus S.A. and
Assocred S.A. (all such companies being either a FIGSL Group Company or a GEIH
Group Company, and being together the “Groupement de Fait Parties”) pursuant to
the Contrat de Groupement de Fait and their wish to preserve such tax benefits
and for equivalent tax benefits to be obtained in respect of the Services to be
provided as between the Groupement de Fait Parties pursuant to this Agreement,
the parties hereto agree that the provisions of the Contrat de Groupement de
Fait shall continue to apply so far as is possible as between the Groupement de
Fait Parties to the extent necessary to preserve the tax benefits currently
enjoyed by the Groupement de Fait Parties and to obtain equivalent tax benefits
in respect of Services provided as between the Groupement de Fait Parties
pursuant to this Agreement, provided however that in the event of any
inconsistency between any of the provisions of this Agreement and the Contrat
de Groupement de Fait, the provisions of this Agreement shall prevail as
between the parties and the Groupement de Fait parties in respect of the
matters dealt with hereunder.


 


16

















 


11                                  RECORDS AND AUDIT


 


11.1                        The Provider shall maintain proper
records (“Records”)
in connection with all Services provided by it under this Agreement.  The Provider shall allow the Recipient, its
employees, independent consultants, duly authorised agents, regulators and any
other third parties notified by the Recipient to the Provider (to which
notified parties the Provider does not reasonably object) to inspect and take
copies of or extracts from such Records at all reasonable times (i)  in connection with audits carried out
pursuant to this Clause 10 to the extent reasonably necessary for the purpose
of verifying the proper performance by the Provider of its obligations hereunder
and the amounts due to the Provider hereunder or (ii) in connection with any
agreements entered into by the Recipient pursuant to which the Recipient has
agreed to provide information to the third party.  The Provider shall afford the Recipient’s employees, independent
consultants, authorised agents, regulators and the third parties notified by
the Recipient to the Provider (to which notified parties the Provider does not
reasonably object) reasonable access to all other relevant information,
reports, documents, records, payments to suppliers, wage slips (whether in
human or machine readable form) and data. 
All confidential information of the Provider made available to the
Recipient’s employees, independent consultants, authorised agents and
regulators under this Clause 10 shall be treated in accordance with Clause 16 (Confidentiality).


 


11.2                        The Recipient reserves the right
to conduct periodic audits to verify the Provider’s proper performance of the
Services and the cost effectiveness and efficiency thereof.  Such audits may be carried out by the
Recipient’s employees, independent consultants, duly authorised agents and
regulators and shall be carried out at the Recipient’s expense.  The Provider hereby grants the Recipient,
its employees, independent consultants, duly authorised agents and regulators a
right of access to such of its records, employees and premises as the Recipient
may reasonably request for the purposes of conducting such audits.  The Provider shall make available such
facilities and give such assistance as the Recipient may reasonably request in
connection with the carrying out of any such audit.


 


11.3                        Where an audit is to be carried
out pursuant to this Clause 10, the audit shall be conducted with reasonable
notice and shall be subject to the consent of the relevant Provider, which
shall not be unreasonably withheld or delayed.


 


11.4                        If as a result of an audit carried
out pursuant to this Clause 10 a Recipient is unable to verify Service Charges
previously demanded by its Provider and paid by that Recipient, the Recipient
shall have the right to receive a refund of or proportionate reduction in the
Service Charges for any such amount that cannot be verified.  In the event that a Recipient is entitled to
such a refund or reduction following an audit carried out pursuant to this Clause
10, that Recipient may request, and the Provider shall be obliged to pay, a
reasonable proportion of the cost of carrying out the audit, bearing in mind
the amount of refund or reduction to which the Recipient is entitled.


 


12                                  INTELLECTUAL
PROPERTY


 


12.1                        The Recipient shall be the owner
of and has title to all property and Intellectual Property in any data,
procedures, documentation or materials provided to the Provider hereunder by
the Recipient or prepared or maintained by the Provider on behalf of the
Recipient in connection with the provision of the Services.  The Provider hereby


 


17

















 


agrees from time to time to execute such documents and do such further
acts or things as may be necessary to vest title to such Intellectual Property
in the Recipient.  The Recipient shall
be entitled, at its sole cost and expense, to inspect and make copies of any
such data, documentation and materials during normal office hours upon
reasonable advance notice to the Provider. 
All such materials or documentation must be returned in good order and
condition at the sole cost and expense of the Provider on request or on
termination of this Agreement in a mutually agreed upon format and shall not be
copied or used for any other purpose other than for carrying out the Services
pursuant to this Agreement provided that the Provider shall be entitled, at its
sole cost and expense, to retain one copy of all such data, documentation and
materials for archiving purposes and for the purposes of responding to any
dispute which may arise in connection with the Services.


 


12.2                        Each Provider represents and
warrants that:


 


12.2.1                               save for the Consents, it has all
necessary rights, authorisations and licences to provide the Services;


 


12.2.2                               it has the authority to grant the
rights to be granted to the Recipient hereunder;


 


12.2.3                               neither the supply to the
Recipient of the Services (or any Goods where relevant) or any part thereof nor
the use by the Recipient of the Services (or any Goods) or any part thereof
shall in any way constitute an infringement or other violation of any
Intellectual Property of any third party; and


 


12.2.4                               it owns or has obtained valid
licences for all Intellectual Property which are necessary to the performance
of any of its obligations hereunder.


 


13                                  LIMITATION
OF LIABILITY AND INDEMNITIES


 


13.1                        Save as provided in Clauses 13.2
and 13.4, and subject to Clause 13.6, no Provider or its Affiliates or any of
their respective directors, officers or employees or any of the heirs,
executors, successors and 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 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. For
the avoidance of doubt this Clause shall not preclude a Recipient from
exercising any remedies expressly provided elsewhere in this Agreement.


 


13.2                        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 wilful
misconduct of a Provider Indemnified Party in connection with the Provider
Indemnified Party’s provision of the Services;


 


18

















 


(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 Provider Indemnified Party’s provision
of the Services; or


 


(iii)                            any violation of applicable law or
regulation by a Provider Indemnified Party in connection with the Provider
Indemnified Party’s provision of the Services including without limitation any
breach of the FSA’s rules or any other regulator’s rules, save where the Provider
Indemnified Party was acting in compliance with the Recipient Indemnified
Party’s express instructions,


 


provided that, subject to Clause 13.6, (a) the aggregate liability of
FIGSL as a Provider pursuant to this Clause shall in no event exceed £5 million
and (b) the aggregate liability of GELS as a Provider pursuant to this Clause
shall not exceed £5 million.


 


13.3                        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 (including without limitation any
liabilities arising out of any violation of applicable law or regulation or any
breach of the FSA’s rules or any other regulator’s rules by a Recipient
Indemnified Party in connection with the Services) 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 Clause 13.2. 
For the avoidance of doubt, a Recipient’s liability under this Clause
13.3 shall be unlimited save as provided in Clause 13.5.


 


13.4                        In addition, save as provided in
Clause 4.8, the parties agree they shall share equally any liability incurred
by a party or any of its Group Companies in connection with any claim brought
against a party or any of its Group Companies pursuant to the Transfer
Regulations by any employee of either party or any of the parties’ Group
Companies in connection with the termination of any Service under this
Agreement or of the Agreement as a whole (an “Employee Claim”). Each party
shall indemnify the other party and each of the other party’s Group Companies
against fifty per cent. (50%) of all expenses, damages, compensation, fines and
other liabilities including reasonable legal costs arising out of or in
connection with any Employee Claim.


 


13.5                        Subject to Clause 13.6 but
notwithstanding any other provision contained in this Agreement, neither party
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 provided hereunder save
that the limitations contained in this Clause 13.5 shall not apply to:


 


13.5.1                               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 Clause 13.2; or


 


19

















 


13.5.2                               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 Clause 13.3.


 


13.6                        Nothing in this Agreement shall
exclude or limit the liability of a party in respect of:


 


13.6.1                               death or personal injury caused by
the negligent or malicious acts or omissions of such party;


 


13.6.2                               fraud;


 


13.6.3                               the indemnities in respect of
Employee Claims contained in Clause 13.4; or


 


13.6.4                               GELS’ payment obligations in respect of employees under Clause 4.8.


 


13.7                        Nothing in this Clause 13 shall be deemed to eliminate or limit in
any respect GELS or FIGSL’s express obligations under this Agreement to pay, as
applicable, Service Charges, Other Costs, the Total Conversion Cost Amount and
the Total Consents Cost Amount.


 


14                                  CONDUCT OF CLAIMS


 


14.1                        If a party entitled to
indemnification under Clause 13 (the “Indemnified Party”) becomes aware of a
matter which may give rise to a claim by a third party in respect of which the
other party (the “Indemnifying Party”) may be required to
indemnify the Indemnified Party (a “Relevant Claim”) or any proceedings shall
be instituted against the Indemnified Party which may give rise to a Relevant
Claim, the Indemnified Party shall give notice thereof in writing to the
Indemnifying Party within 20 days of becoming aware of such Relevant Claim or
such proceedings, stating in reasonable detail the nature of the matter on a
without prejudice basis, if practicable and the amount claimed. Notwithstanding
the foregoing, the failure of any Indemnified Party to give notice pursuant to
this Clause 14.1 shall not relieve the Indemnifying Party of its obligations under
Clause 13.


 


14.2                        The Indemnifying Party shall have
the option, at its own expense and subject to the Indemnified Party being
indemnified by the Indemnifying Party against all costs and liabilities
incurred by the Indemnified Party in relation thereto, to assume the defence of
a Relevant Claim, including the instruction of legal advisers reasonably
satisfactory to the Indemnified Party to represent the Indemnified Party and
any others which the Indemnifying Party may designate in such proceedings and the
Indemnifying Party shall pay the fees and disbursements of such legal advisers
related to such proceedings. Within 30 days of the receipt of notice
from the Indemnified Party pursuant to Clause 14.1 (or sooner, if the nature of
the Relevant Claim requires), the Indemnifying Party shall notify the
Indemnified Party whether it chooses to assume the defence of the Relevant
Claim, which notice shall specify any reservations or exceptions.


 


14.3                        If the Indemnifying Party
exercises the option referred to in Clause 14.2:


 


14.3.1                               the Indemnified Party shall
provide to the Indemnifying Party and its advisers reasonable access to its
personnel and to its premises, assets and


 


20

















 


documents and records in its possession or under its control, and give
the Indemnifying Party any information and assistance as it shall reasonably
request, and the Indemnifying Party may, at its cost, take copies of such
documents and records as it reasonably requires;


 


14.3.2                               the Indemnified Party shall take
any action and institute any proceedings, to enable the Indemnifying Party to
dispute, resist, appeal, compromise, defend, remedy or mitigate the Relevant
Claim or enforce against another person the Indemnified Party’s rights in
relation to the Relevant Claim;


 


14.3.3                               the Indemnifying Party shall, if
so required by the Indemnified Party, maintain consultation with the
Indemnified Party on all aspects of such proceedings and shall provide the
Indemnified Party with all information reasonably requested by it in relation
to such proceedings; and


 


14.3.4                               the Indemnified Party shall have
the right to retain its own legal advisers, but the fees and expenses of such
legal advisers shall be at the expense of the Indemnified Party unless:


 


(a)                                  the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such legal
advisers; or


 


(b)                                  the named parties to any such
proceedings (including any added parties) include both the Indemnifying Party
and the Indemnified Party and representation of both parties by the same legal
advisers would be inappropriate due to actual or potential differing interests
between them.


 


14.4                        If the Indemnifying Party does not
exercise its option contained in Clause 14.2, or fails to notify the indemnified
Party that it chooses to exercise such option within the relevant timetable set
out in that Clause, in the event of a Relevant Claim the Indemnified Party
shall, subject to being indemnified by the Indemnifying Party against all costs
and liabilities incurred in so doing:


 


14.4.1                               take or procure such action to be
taken as the Indemnifying Party shall reasonably request to deal with a
Relevant Claim;


 


14.4.2                               if so required by the Indemnifying
Party, maintain consultation with the Indemnifying Party on all aspects of any
proceedings in defence of a Relevant Claim; and


 


14.4.3                               provide the Indemnifying Party
with all information reasonably requested by it in relation to such
proceedings.


 


14.5                        Unless the Indemnifying Party has
failed to assume the defence of a Relevant Claim, the Indemnified Party shall
not admit liability in respect of a Relevant Claim, nor compromise, nor settle
any proceedings in defence of a Relevant Claim, without the written consent of
the Indemnifying Party (such consent not to be unreasonably withheld or
delayed). No Indemnifying Party shall consent to entry of any judgment or
settle any proceedings in defence of a Relevant Claim without the consent of
the Indemnified Party if the effect thereof is to permit any injunction, declaratory


 


21

















 


judgment, other order or other non-monetary relief to be entered
directly or indirectly against the Indemnified Party.


 


14.6                        No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened Relevant Claim in respect of which any
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Relevant Claim.


 


14.7                        Any liabilities for which an
Indemnified Party is entitled to indemnification or contribution under Clause
13 shall be paid by the Indemnifying Party to the Indemnified Party as such
liabilities are incurred.  The indemnity
and contribution agreements contained in Clause 13 shall remain operative and
in full force and effect, regardless of (i) any investigation made by or on
behalf of any Indemnified Party and (ii) any termination of this Agreement.


 


14.8                        Any claim on account of a
liability which does not result from a Relevant Claim shall be asserted by
written notice given by the Indemnified Party to the applicable Indemnifying
Party. Such Indemnifying Party shall have a period of 30 days after the receipt
of such notice within which to respond thereto. If such Indemnifying Party does
not respond within such 30-day period, such Indemnifying Party shall be deemed
to have refused to accept responsibility to make payment. If such Indemnifying
Party does not respond within such 30-day period or rejects such claim in whole
or in part, such Indemnified Party shall be free to pursue such remedies as may
be available to such party as contemplated by this Agreement.


 


14.9                        If payment is made by or on behalf
of any Indemnifying Party to any Indemnified Party in connection with any
Relevant Claim, such Indemnifying Party shall be subrogated to and shall stand
in the place of such Indemnified Party as to any events or circumstances in
respect of which such Indemnified Party may have any right, defence or claim
relating to such Relevant Claim against any claimant or plaintiff asserting
such Relevant Claim or against any other Person. Such Indemnified Party shall
cooperate with such Indemnifying Party in a reasonable manner, and at the cost
and expense of such Indemnifying Party, in prosecuting any subrogated right,
defence or claim.


 


14.10                 In an action in which the
Indemnifying Party is not a named defendant, if either the Indemnified Party or
Indemnifying Party shall so request, the parties shall endeavour to substitute
the Indemnifying Party for the named defendant if they conclude that
substitution is desirable and practical. 
If such substitution or addition cannot be achieved for any reason or is
not requested, the named defendant shall allow the Indemnifying Party to manage
the action as set forth in this Clause, and the Indemnifying Party shall fully
indemnify the named defendant against all costs of defending the action
(including court costs, sanctions imposed by a court, legal fees, experts’ fees
and all other external expenses), the costs of any judgment or settlement, and
the cost of any interest or penalties relating to any judgment or settlement.


 


14.11                 The Indemnified Party shall have
no right to an indemnity under Clause 13 in respect of any liability to the
extent that it actually recovers any monies in respect of such liability under
any insurances it maintains.  If an
Indemnified Party receives a


 


22

















 


payment in respect of a liability pursuant to the indemnities contained
in Clause 13 from the Indemnifying Party and subsequently recovers monies under
its insurances in respect of such liability, the Indemnified Party shall
reimburse the Indemnifying Party an amount equal to the monies received under
its insurances.


 


14.12                 The Indemnified Party shall use
its commercially reasonable efforts to seek or collect or recover any insurance
monies (save from any captive insurance subsidiary) to which the Indemnified
Party is entitled in connection with any liability for which it is indemnified
under Clause 13.


 


14.13                 The Indemnified Party shall use
its commercially reasonable endeavours to mitigate any loss in respect of which
it is indemnified under Clause 13.


 


15                                  ASSIGNMENT AND
SUB-CONTRACTING


 


15.1                        This Agreement shall not be
assigned or transferred by a party hereto without the prior written consent of
the other party save as provided in Clause 15.2.


 


15.2                        In the event a Recipient sells the
whole or part of any Recipient Group Company (a “Recipient Divested Company”)
or the whole or part of the business of any Recipient Group Company (a “Recipient
Divested Business”) to a third party, the Provider shall remain
obliged to continue to provide Services to such Recipient Divested Company or
the purchaser of such Recipient Divested Business (but not otherwise to such
purchaser) to the extent it was providing such Services immediately prior to
such divestiture, pursuant to the terms of this Agreement, unless otherwise
agreed upon by the parties hereto, provided however that the Provider’s
obligation to provide Services to a Recipient Divested Company or the purchaser
of a Recipient Divested Business shall be subject to:


 


(i)                                    the implementation of new Service
Charges as between the Provider and such Recipient Divested Company or the
third party purchaser of such Recipient Divested Business for such Services,
which new Service Charges shall be proposed by the Provider at its sole
discretion save that such new Service Charges shall be consistent with
applicable market rates for such Services;


 


(ii)                                the Recipient or the Recipient
Divested Company or the third party purchaser of such Recipient Divested
Business agreeing to pay or cause to be paid any incremental fees or expenses
incurred by the Provider in connection with establishing or transferring the
provision of such Services to the third party;


 


(iii)                            obtaining any consents that are
necessary to enable the Provider to provide the Services to the Recipient
Divested Company or the third party purchaser of such Recipient Divested
Business; provided, that FIGSL and GELS shall each use commercially reasonable
efforts to obtain any such consents;


 


(iv)                               the Recipient Divested Company or
the third party purchaser of such Recipient Divested Business 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


 


23

















 


(v)                                   the Recipient Divested Company or
the third party purchaser of such Recipient Divested Business agreeing in
writing to be bound by all applicable provisions of this Agreement.


 


15.3                        In the event a Recipient Group
Company acquires a business or portion thereof by merger, stock purchase, asset
purchase, reinsurance or other means that engages in the same type of business
as the relevant Recipient Group, (a “Recipient Acquired Company”), then the
Provider shall be obliged to provide the Services to such Recipient Acquired
Company, 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 the acquisition of a Recipient Acquired Company results in a change to
the volume or quantity of any Service which causes a material increase in the
Provider’s costs of providing such Service, the parties shall negotiate in good
faith and use their commercially reasonable efforts to agree upon a price
increase to the Service Charges for such Service to compensate the Provider for
the increase in the cost of providing such Service.


 


15.4                        Nothing in this Clause shall be
deemed to waive any party’s rights to relieve or otherwise satisfy any party’s
non-compete obligations between GE and Genworth provided for under the Master
Agreement.


 


15.5                        The parties may sub-contract any
of their obligations under this Agreement but a sub-contracting party must
ensure that its subcontractor complies with all of that party’s obligations
under this Agreement and the sub-contracting party shall remain responsible at
all times for the performance of such obligations.


 


16                                  CONFIDENTIALITY


 


16.1                        GELS shall not, and shall cause
its Affiliates and Representatives not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than its Representatives or
its Affiliates who reasonably need to know such information in providing
services to any member of the FIGSL Group or use or otherwise exploit for its
own benefit or for the benefit of any third party, any FIGSL Confidential
Information.  For purposes of this
Clause, “FIGSL
Confidential Information” means any information, material or
documents relating to the businesses currently or formerly conducted, or
proposed to be conducted, by any member of the FIGSL Group furnished to or in
possession of the GEIH Group, irrespective of the form of communication, and
all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by the GEIH Group or their respective
officers, directors and Affiliates, that contain or otherwise reflect such
information, material or documents. 
FIGSL Confidential Information does not include, and there shall be no
obligation hereunder with respect to, information that (i) is or becomes
generally available to the public, other than as a result of a disclosure by
any member of the GEIH Group in breach of this Clause, or (ii) GELS can
demonstrate was or became available to the GEIH Group from a source other than
the FIGSL Group or their Affiliates provided however that the source of such
information was not known by the GEIH Group to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, FIGSL or any member of the FIGSL Group with respect to such
information.


 


24

















 


16.2                        FIGSL shall not, and shall cause
its Affiliates and Representatives, not to, directly or indirectly, disclose,
reveal, divulge or communicate to any person other than its Representatives or
its Affiliates who reasonably need to know such information in providing
services to any member of the GEIH Group or use or otherwise exploit for its
own benefit or for the benefit of any third party, any GEIH Confidential
Information.  For purposes of this
Clause, “GEIH
Confidential Information” means any information, material or
documents relating to the businesses currently or formerly conducted, or
proposed to be conducted, by any member of the GEIH Group furnished to or in
possession of the FIGSL Group, irrespective of the form of communication, and
all notes, analyses, compilations, forecasts, data, translations, studies,
memoranda or other documents prepared by the FIGSL Group or their respective
officers, directors and Affiliates, that contain or otherwise reflect such
information, material or documents. 
GEIH Confidential Information does not include, and there shall be no
obligation hereunder with respect to, information that (i) is or becomes
generally available to the public, other than as a result of a disclosure by
any member of the FIGSL Group in breach of this Clause, or (ii) FIGSL can
demonstrate was or became available to the FIGSL Group from a source other than
the GEIH Group or their Affiliates; provided however that the source of such
information was not known by the FIGSL Group to be bound by a confidentiality
agreement with, or other contractual, legal or fiduciary obligation of
confidentiality to, the GEIH Group or any member of the GEIH Group with respect
to such information.


 


16.3                        If either party is requested or
required (by oral question, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) by any
governmental authority or pursuant to applicable law or regulation to disclose
or provide any FIGSL Confidential Information or GEIH Confidential Information,
as applicable, the entity or person receiving such request or demand shall
(where permitted by law) use all reasonable efforts to provide the other party
with written notice of such request or demand as promptly as practicable under
the circumstances so that such other party shall have an opportunity to seek an
appropriate protective order.  The party
receiving such request or demand agrees to take, and cause its representatives
to take, at the requesting party’s expense, all other reasonable steps
necessary to obtain confidential treatment by the recipient.  Subject to the foregoing, the party that
received such request or demand may thereafter disclose or provide any FIGSL
Confidential Information or GEIH Confidential Information, as the case may be,
to the extent required by such law (as so advised by counsel) or regulation or
by lawful process or such governmental authority.


 


16.4                        Notwithstanding anything to the
contrary set forth in this Agreement or in any other agreement to which the
parties hereto are parties or by which they are bound, the obligations of
confidentiality contained herein and therein, as they relate to the
transactions contemplated by the Master Agreement, shall not apply to the tax
structure or tax treatment of such transactions, and each party hereto (and any
employee, Representative, or agent of any party thereto) may disclose to any
and all persons, without limitation of any kind (including opinions or other
tax analysis) that are provided to such party relating to such tax treatment
and tax structure; provided, however, that such disclosure shall
not include the name (or other identifying information not relevant to the tax
structure or tax treatment) of any person and shall


 


25

















 


not include information for which nondisclosure is reasonably necessary
in order to comply with applicable securities laws.


 


17                                  TERMINATION


 


17.1                        Automatic Termination


 


17.1.1                               This Agreement shall terminate
automatically in relation to an individual Service on the applicable Service
Termination Date unless the Provider and Recipient agree to extend the Service
Termination Date in which case this Agreement shall terminate in relation to
that Service on the extended Service Termination Date.


 


17.1.2                               This Agreement shall terminate
automatically on the date on which the last remaining Service being provided
under this Agreement shall terminate.


 


17.2                        Failure to Perform


 


If at any time during the Term a party commits a breach of its material
obligations hereunder and in the case of a breach capable of remedy, fails to remedy
such breach within sixty (60) working days after receipt of notice from the
other party to remedy the same, the other party shall be entitled to terminate
this Agreement with immediate effect by written notice in respect of any or all
of the Services provided or received by the party in breach provided however
that no Service may be terminated pursuant to this Clause 17.2 until the
parties have completed the dispute resolution process set out in Clause 25.2.2
with respect to such Service and the Chief Executive Officers of the parties
have failed to resolve matters.


 


17.3                        Insolvency


 


If at any time during the Term a party:


 


17.3.1                               passes a resolution for voluntary
winding up or a court of competent jurisdiction makes an order that such party
be wound up except for the purposes of bona fide reconstruction while solvent;
or


 


17.3.2                               makes a composition or arrangement
with its creditors; or


 


17.3.3                               has a receiver or manager or
provisional liquidator or administrator appointed over the whole or a
substantial part of its business or undertaking or circumstances arise which
would entitle a court of competent jurisdiction or a creditor to appoint the
same;  or


 


17.3.4                               is unable to pay its debts within
the meaning of section 123 of the Insolvency Act 1986,


 


then the other party shall be entitled to terminate this Agreement with
immediate effect by written notice.


 


26

















 


17.4                        On Notice


 


A Recipient shall be entitled to terminate this Agreement in respect of
any or all of the Services provided to it at its absolute discretion at any
time by giving not less than sixty (60) days’ notice of its intention to do so
to the Provider (or such shorter period of time as is agreed in writing by the
parties).  Subject to payment of the
Service Charges payable under the Agreement which are due to the Provider for
the period up to the effective date of termination, a Recipient shall have the
right to require the relevant Provider to cease provision of the Services
during the sixty (60) day notice period and to instruct its sub-contractors, if
any, to do similarly.


 


17.5                        Force Majeure Event of Longstanding Duration


 


If any Force Majeure Event (as defined in Clause 20) prevents a party
from performing all of its obligations hereunder for a period in excess of one
(1) month, the other party may terminate this Agreement in respect of the
Services provided to or by the party so prevented with immediate effect on
written notice.


 


17.6                        Accrued Rights


 


Termination in accordance with this Clause 17 shall not prejudice or
affect any right of action or remedy which shall have accrued or shall
thereafter accrue to either party.


 


18                                  THE
PROVIDER’S OBLIGATIONS ON TERMINATION


 


18.1                        In the event that a Recipient
requires a different organisation to take on the provision of any or all of the
Services provided to it by its Provider on the termination of this Agreement in
respect of such Services, the Provider, that Provider shall co-operate in the
transfer, under any arrangements to be notified to it by the Recipient, to
effect a full and orderly transition of such Services to the succeeding
contractor by the Service Termination Date or thereafter and will furnish any
succeeding contractor with any information or documentation required to perform
such Services.


 


18.2                        The Provider shall comply with all
reasonable instructions from the Recipient with regard to termination of the
Services and take reasonable steps to mitigate any costs which the Recipient
will incur as a result of the termination.


 


18.3                        Upon the written request of the
Recipient, the Provider 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 a Service pursuant to Clause 17.2 above, continue
to provide the terminated Service on the terms of this Agreement (subject to
the timely payment, when due and payable, by the Recipient of all Service
Charges related to such terminated Service). 
The Service Charges for a Service provided pursuant to this Clause 18.3
shall be the same as were in effect prior to the termination of such Service.


 


18.4                        In the event that the Agreement is
terminated as provided for herein:


 


18.4.1                               each party shall return to the
other party all property belonging to the other party then in its possession in
good working order;  and


 


27

















 


18.4.2                               in the event the Recipient has
paid Service Charges in advance for Services not received as at the date of
termination, the Provider shall refund the Recipient such Service Charges.


 


18.5                        In the event that the Agreement is
terminated for fundamental breach the Recipient shall have the following rights
(but not obligations) to require the Provider to:


 


18.5.1                               provide a schedule of all
equipment, labour, resources and subcontracts used exclusively or primarily to
provide the Services;


 


18.5.2                               transfer any or all assets which
are exclusively or primarily used for the performance of the Services to the
Recipient at a fair market value which may be verified by an independent valuer
who is acceptable to both parties; and


 


18.5.3                               assign any or all software
licences or other licences or agreements that are used exclusively or primarily
in the provision of the Services for the benefit of the Recipient, where this
is permitted by the terms of the licence.


 


18.6                        On termination of this Agreement
the Provider shall comply with its obligations to return documentation and
materials provided by the Recipient under Clause 12.1.


 


19                                  SURVIVAL OF
OBLIGATIONS ON TERMINATION


 


Following the termination of this Agreement as provided for herein, no
party shall have any further right or obligation with respect to any other
party except as set forth in the following Clauses:


 


	
   

  	
  Clause 1

  	
  -

  	
  Interpretation

  
	
   

  	
  Clause 4.7

  	
   

  	
  Leases

  
	
   

  	
  Clause 8

  	
  -

  	
  Warranties

  
	
   

  	
  Clause 12

  	
  -

  	
  Intellectual
  Property

  
	
   

  	
  Clause 13

  	
  -

  	
  Limitation of
  Liability and Indemnities

  
	
   

  	
  Clause 14

  	
   

  	
  Conduct of Claims

  
	
   

  	
  Clause 16

  	
  -

  	
  Confidentiality

  
	
   

  	
  Clause 18

  	
  -

  	
  The Provider’s
  Obligations on Termination

  
	
   

  	
  Clause 25

  	
  -

  	
  Applicable Law and
  Dispute Resolution

  
	
   

  	
  Clause 26

  	
  -

  	
  Data Protection

  
	
   

  	
  Clause 27

  	
  -

  	
  Further Assurance

  
	
   

  	
  Clause 29

  	
  -

  	
  Notices

  



 


20                                  FORCE
MAJEURE/BUSINESS CONTINUITY


 


20.1                        Each party shall maintain and
comply with a reasonable disaster recovery, crisis management and business
continuity plan 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.  Each party shall ensure that any disaster
recovery, crisis management and business continuity plan shall comply with any
relevant regulatory requirements, whether of the FSA or any other regulator.
Upon the written request of a Recipient, a Provider shall (i) disclose to the
Recipient the Provider’s disaster recovery, crisis management and business


 


28

















 


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 Services as the Recipient
reasonably deems necessary.


 


20.2                        Neither party hereto (or any
person acting on its behalf) shall have any liability or responsibility for
failure to fulfil any obligation (other than a payment obligation) under this
Agreement so long as and to the extent to which the fulfilment of such
obligation is prevented, frustrated, hindered or delayed as a consequence of a
Force Majeure Event, provided that such party shall have first exhausted, to
the extent commercially reasonably to do so, the procedures described in its disaster
recovery, crisis management, and business continuity plan.


 


20.3                        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 Event and (ii) use all
reasonable endeavours to remove any such causes and resume performance under
this Agreement as soon as feasible.


 


20.4                        For the purposes of this Clause, a
“Force
Majeure Event” means, with respect to a party, an event beyond the
control of such party (or any person acting on its behalf), which by its nature
could not have been foreseen by such party (or such person), or, if it could
have been foreseen, was unavoidable, and includes, without limitation, acts of
God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest,
interference by civil or military authorities, acts of war (declared or
undeclared) or armed hostilities or other national or international calamity or
one or more acts of terrorism or failure of energy sources.


 


21                                  INCONSISTENCY/PREVAILING
AGREEMENT


 


In the event of an inconsistency between any
of the provisions of this Agreement and the Global Transition Services
Agreement and the Master Agreement, the provisions of this Agreement shall
prevail as between the parties in respect of the matters dealt with hereunder.


 


22                                  MASTER AGREEMENT


 


22.1                        The parties agree that for the
purposes of Section 2.2(b) of the Master Agreement, the assets listed in
Schedule 2 shall be “Excluded Assets”.


 


22.2                        The parties hereby agree that
notwithstanding the provisions of Section 2.4(a) of the Master Agreement,
any intercompany accounts payable or accounts receivable outstanding between
the parties’ Groups as at the Closing Date shall continue to be outstanding
following that date provided however that, subject to the provisions of the
European Tax Matters Agreement, the parties shall settle all such intercompany
accounts payable or accounts receivable within 60 days following the Closing
Date.


 


29

















 


23                                  REGULATORY
APPROVAL AND COMPLIANCE


 


Each party shall be responsible for its own compliance with any and all
laws and requirements of any regulator (whether in the UK or elsewhere)
applicable to its performance under this Agreement; provided, however, that
each party shall at the request of the other party and subject to reimbursement
of out-of-pocket expenses by the requesting party, cooperate and 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 and regulations or in connection with any regulatory action,
inquiry or examination.


 


24                                  SEVERABILITY


 


If any provision of the Agreement is held invalid, illegal or
unenforceable for any reason, such provision shall be severed and the remainder
of the provisions hereof shall continue in full force and effect as if the
Agreement had been executed with the invalid provision eliminated.  In the event a provision hereof is severed,
the parties shall negotiate in good faith to modify this Agreement in order to
effect the original intent of the parties as closely as possible and enable the
transactions contemplated by the parties to be consummated as originally
contemplated as far as is possible.


 


25                                  APPLICABLE LAW
AND DISPUTE RESOLUTION


 


25.1                        The Agreement shall be governed by
and construed in accordance with the law of England and Wales.


 


25.2                        In the event of any dispute,
controversy or claim arising out of or relating to this Agreement or the
breach, termination or validity hereof or thereof (a “Dispute”), the parties shall
follow the dispute resolution procedure set out in this Clause:


 


25.2.1                               upon a party serving written
notice requesting that the parties attempt to resolve a Dispute (“Notice”)
the Service Managers of the parties shall attempt in good faith to resolve such
Dispute;


 


25.2.2                               if the Service Managers are for
any reason unable to resolve a Dispute within 30 days of delivery of a Notice,
the Dispute shall be referred to the Chief Executive Officers of FIGSL and GELS
who shall attempt in good faith to resolve such dispute; and


 


25.2.3                               if the Chief Executive Officers of
FIGSL and GELS are for any reason unable to resolve a Dispute within 45 days of
such Dispute being referred to them for resolution then either party may submit
the Dispute for resolution by mediation pursuant to the procedures of the
Centre for Effective Dispute Resolution as then in effect.  The mediation shall be heard by a mediator
appointed by the parties but if they cannot agree upon a mediator within 14
days of either of them submitting the Dispute to mediation, such mediator shall
be appointed by the Centre for Effective Dispute Resolution.  Either party may at the commencement of
mediation ask the mediator to provide an evaluation of the Dispute and the
parties’ relative positions;


 


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25.2.4                               If a Dispute is not resolved by
mediation within 30 days of the selection of a mediator (unless the mediator
chooses to withdraw sooner), then either party may refer the Dispute to be
settled and finally resolved by arbitration in accordance with the UNCITRAL
Arbitration Rules as in force at the time of the election (the “Rules”)
by a panel of three arbitrators (or a sole arbitrator as the parties may agree)
appointed in accordance with the Rules.


 


25.3                        The seat of any reference to
arbitration shall be London, England the procedural law of any reference to
arbitration shall be English law and the language of any arbitration
proceedings shall be English.


 


25.4                        The appointing authority for the
purposes set forth in Article 7(2) of the Rules shall be the London Court
of International Arbitration.


 


25.5                        Any right of appeal or reference
of points of law to the courts is hereby waived, to the extent that such waiver
can be validly made.


 


25.6                        The arbitral tribunal shall have
the power to order on a provisional basis any relief which it would have power
to grant in a final award.


 


26                                  DATA PROTECTION


 


Each Provider agrees that it is registered in accordance with the Data
Protection Act 1998 so far as is necessary to provide the Services and agrees
to maintain such registrations in full force and effect.  Each Provider undertakes that it will comply
and agrees to ensure that its sub-contractor will comply with its appropriate
obligations under all data protection legislation in force from time to time.


 


27                                  FURTHER ASSURANCE


 


Each party agrees at its own expense to execute such documents and
generally do everything further that may be necessary to fulfil its obligations
under and achieve the objectives of this Agreement.


 


28                                  WAIVER OF
REMEDIES


 


No waiver of any rights arising under this Agreement shall be effective
unless agreed (where possible in writing and signed by a duly authorised
signatory) by the party against whom the waiver is to be enforced.  No failure or delay by a party in exercising
any right, power or remedy under this Agreement (except as expressly provided
herein) shall operate as a waiver of any such right, power or remedy.


 


29                                  NOTICES


 


29.1                        Any notice, invoice or other
communication which a party is required by the Agreement to be served on the
other party shall be sufficiently served if addressed to the Company Secretary
of the other party and sent to the other party at its specified address as
follows:


 


29.1.1                               by hand;


 


29.1.2                               by registered or first class post
or recorded delivery; or


 


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29.1.3                               by facsimile transmission
confirmed by registered or first class post or recorded delivery.


 


Notices sent by registered post or first
class post or recorded delivery shall be deemed to be served three (3) working
days following the day of posting. 
Notices sent by facsimile transmission shall be deemed to be served on
the day of transmission if transmitted before 4:00 p.m. on a working day, but
otherwise on the next following working day. 
In all other cases, notices are deemed to be served on the day when they
are actually received.  All notices,
invoices and other communications served hereunder shall expressly refer to the
Clause or sub-Clause pursuant to which they are served.


 


29.2                        For the purposes of this Clause 29
the authorised address of each party shall be the address set out at the head
of this Agreement or such other address (and details) as that party may notify
to the other party from time to time in accordance with the requirements of
this Clause 29.


 


30                                  NO PARTNERSHIP


 


Nothing in the Agreement is intended or shall be construed to create a
partnership between the parties or unless expressly stated in a relationship of
agency.  Unless otherwise authorised,
neither party shall have any authority to act or make representations on behalf
of the other party, and nothing herein shall impose any liability on either
party in respect of any liability incurred by the other party to a third party.


 


31                                  ENTIRE AGREEMENT


 


This Agreement together with any Schedules thereto contains the entire
agreement between the parties and supersedes any previous understandings,
commitments, contracts or representations whatsoever whether oral or written,
except in respect of any fraudulent representation made by any party.  This Agreement shall not be varied except by
an instrument in writing of date even herewith or subsequent hereto executed by
all parties by their duly authorised representatives.


 


32                                  RIGHTS OF THIRD
PARTIES


 


With the exception of any Recipient Group Company which is entitled to
receive Services hereunder and any person expressly indemnified hereunder by a
party to this Agreement, this Agreement is for the sole benefit of the parties
to this Agreement and nothing in this Agreement, is intended to or shall confer
upon any other person or entity any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement. A person who is
not a party to this Agreement has no rights under the Contracts (Rights of
Third Parties) Act 1999 or otherwise to enforce any term of this Agreement but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.


 


33                                  COUNTERPARTS


 


This Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall constitute an
original of this Agreement, but all the


 


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counterparts shall together constitute one and the same agreement.  No counterpart shall be effective until each
party has executed at least one part or counterpart.


 


IN
WITNESS WHEREOF this Agreement was executed by the parties hereto on the date set out
on Page 1.


 


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SCHEDULE 1


 


SERVICES


 


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SCHEDULE 2


 


EXCLUDED
ASSETS


 


 


[        ]


 


35

















 


	
  SIGNED
  by

  	
  )

  
	
   

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  FINANCIAL INSURANCE

  	
  )

  
	
  GROUP SERVICES

  	
  )

  
	
  LIMITED

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED
  by

  	
  )

  
	
   

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  GE LIFE SERVICES

  	
  )

  
	
  LIMITED

  	
  )

  



 


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