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    EXHIBIT
      10.33

     

    HERCULES
      HCL TECHNOLOGIES

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

      

    

    
 

    MASTER
      PROFESSIONAL SERVICES AGREEMENT 

     

    This
      Master Professional Services Agreement (this “Agreement”)
      is
      entered into effective January 12
      2007
      (the “Effective
      Date”)
      by and
      between Hercules Incorporated, a Delaware corporation having a principal place
      of business in Wilmington, Delaware (“Hercules”),
      and HCL
      America, Inc. ,
      a California corporation
      having a principal place of business in 330 Potrero Avenue, Sunnyvale,
      California -94085 and HCL Technologies Limited, an Indian
      public limited company having
      its registered office at 806 Siddharth, 96, Nehru Place, New Delhi 110 019
      (individually and collectively “Supplier”).
      

    


    By
      executing this Agreement, HCL Technologies Limited agrees to be
      bound by, and subject to, the terms and conditions of this Agreement. HCL
      Technologies Limited also agrees to be responsible for any failure
      by HCL America, Inc.  or Supplier Personnel to perform in
      accordance with this Agreement or to comply with any duties or obligations
      imposed on Supplier under this Agreement to the same extent as if such failure
      to perform or comply was committed by HCL Technologies
      Limited. 

    


    WHEREAS,
      Hercules and Supplier have engaged in extensive negotiations, discussions and
      due diligence that have culminated in the formation of the contractual
      relationship described in this Agreement; and

     

    WHEREAS,
      Hercules desires to procure from Supplier, and Supplier desires to provide
      to
      Hercules and the Eligible Recipients, certain IT infrastructure and other
      information technology products and services described in this Agreement and
      in
      the Companion Agreement(s) (defined below), on the terms and conditions
      specified herein;

     

    NOW
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, and of other good and valid consideration, the receipt and sufficiency
      of which is hereby acknowledged, Hercules and Supplier (collectively, the
“Parties”
and
      each, a “Party”)
      hereby
      agree as follows:

     

    
      	
              1

            	
              INTRODUCTION

            


    

     

    
      	
              1.1

            	
              Performance
                and Management by Supplier.

            


    

     

    Hercules
      desires that certain IT infrastructure and other information technology products
      and services (such descriptive terms herein collectively referenced as,
“ITO”)
      presently performed and managed by or for Hercules and the Eligible Recipients,
      as each is described in this Agreement and the Schedules and Attachments hereto,
      be performed and managed by Supplier. Supplier has carefully reviewed Hercules'
      requirements, has performed all due diligence it deems necessary, and desires
      to
      perform and manage such business process products and services for Hercules
      and
      the Eligible Recipients.

     

    
      	
              1.2

            	
              Definitions.

            


    

     

    Except
      as
      otherwise expressly provided in this Agreement, all capitalized terms used
      in
      this Agreement shall have the meanings set forth in Schedule
      A.

     

    
      	
              1.3

            	
              Other
                Terms

            


    

     

    The
      terms
      defined in this Article
      1
      and
Schedule
      A
      include
      the plural as well as the singular and the derivatives of such terms. Unless
      otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and
      other words of similar import refer to this Agreement as a whole and not to
      any
      particular Article, Section, Subsection or other subdivision. Article, Section,
      Subsection and Attachment references refer to articles, sections and subsections
      of, and attachments to, this Agreement. The words “include” and “including”
shall not be construed as terms of limitation. The words “day,” “month,” and
“year” mean, respectively, calendar day, calendar month and calendar year. As
      stated in Section
      21.3,
      the
      word “notice” and “notification” and their derivatives means notice or
      notification in writing. Other terms used in this Agreement are defined in
      the
      context in which they are used and have the meanings there indicated.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	2	
              CONTRACT
                DOCUMENTS

            


    

     

    
      	
              2.1

            	
              Associated
                Contract Documents.

            


    

     

    This
      Agreement includes each of the following schedules and their attached exhibits,
      all of which are attached to this Agreement and incorporated into this Agreement
      by this reference. Unless otherwise expressly stated, references to specific
      Schedules include all numbered subsidiary Schedules and attachments (e.g.,
      references to Schedule
      E
      include
      not only Schedule
      E,
      but
      also Schedules
      J.1, E.1, E.3, E.3 and E.5).
      

    

      
        	 	
                A

              	
                Glossary
                  of Terms

              


      

      
        	 	
                B

              	
                Software
                  

              


      

      
        	 	
                C

              	
                Key
                  Supplier Personnel and Competitive
                  Restrictions

              


      

      
        	 	
                C.1

              	
                Key
                  Supplier Personnel 

              


      

      
        	 	
                C.2

              	
                Competitive
                  Restrictions

              


      

      
        	 	
                D

              	
                Subcontractors
                  and Managed Third Parties

              


      

      
        	 	
                D.1

              	
                Subcontractors

              


      

      
        	 	
                D.2

              	
                Managed
                  Third Parties

              


      

      
        	 	
                E

              	
                Statement
                  of Work

              


      

      E.1 IT
        Infrastructure 

      
        	 	
                F

              	
                Reserved

              


      

      
        	 	
                G

              	
                Service
                  Levels 

              


      

      
        	 	
                G.1

              	
                Service
                  Levels, Key Measures, and Deliverable
                  Credits

              


      

      
        	 	
                H

              	
                Transition

              


      

      
        	 	
                H.1

              	
                Critical
                  Transition Milestones and Related Deliverable
                  Credits

              


      

      
        	 	
                H.2

              	
                Detailed
                  Transition Methodology and Plan

              


      

      
        	 	
                I

              	
                Termination
                  Assistance Services

              


      

      
        	 	
                J

              	
                Supplier
                  Charges 

              


      

      
        	 	
                J.1

              	
                Responsibility
                  Matrix

              


      

      
        	 	
                K

              	
                Hercules
                  Base Case

              


      

      
        	 	
                L

              	
                Reserved

              


      

      
        	 	
                M

              	
                Staffing
                  Plan

              


      

      
        	 	
                N

              	
                Termination
                  Charges

              


      

      
        	 	
                O

              	
                Facilities
                  and Equipment

              


      

      
        	 	
                O.1

              	
                Hercules
                  Facilities

              


      

      
        	 	
                O.2

              	
                Supplier
                  Facilities

              


      

      
        	 	
                O.3

              	
                Hercules
                  Provided Equipment

              


      

      
        	 	
                P

              	
                Direct
                  Hercules Competitors 

              


      

      
        	 	
                Q

              	
                Satisfaction
                  Survey

              


      

      
        	 	
                R

              	
                Reports

              


      

      
        	 	
                S

              	
                Governance
                  Model

              


      

      
        	 	
                T

              	
                Hercules
                  Rules, Standards, and Policies

              


      

      
        	 	
                T.1

              	
                Hercules
                  Rules

              


      

      
        	 	
                T.2

              	
                Hercules
                  IT, Security and Related Standards

              


      

      
        	 	
                T.3

              	
                Hercules
                  Business Practices Policy

              


      

      
        	 	
                U

              	
                Termination/Expiration
                  Rights

              


      

      
        	 	
                V

              	
                Affected
                  Employees

              


      

      Exhibit
        1: Form of Non-Disclosure Agreement

      Exhibit
        2: Form of Invoice 

      Exhibit
        3: Form of Companion Agreement

    

    

      
        	
                3

              	
                TERM

              


      

       

    

    
      	
              3.1

            	
              Initial
                Term.

            


    

     

    The
      initial Term of this Agreement shall commence as of 12:00:01 a.m., Greenwich
      Mean Time on the Effective Date and continue until 11:59:59 p.m., Greenwich
      Mean
      Time, on December 31, 2012, unless this Agreement is terminated

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    as
      provided herein or extended as provided in Section
      3.2
      or
4.3(a)(2),
      in
      which case the Term shall end at 11:59:59 p.m., Greenwich Mean Time, on the
      effective date of such termination or the date to which this Agreement is
      extended. 

     

    
      	
              3.2

            	
              Extension.

            


    

     

    By
      giving
      notice to Supplier no less than ninety (90) days prior to the expiration date
      of
      the initial Term or any extension, Hercules shall have the right to extend
      the
      Term for up to two (2) years on the same rates, charges and terms and conditions
      set forth in this Agreement, including the economic change adjustment set forth
      in Section [__] of Schedule
      J.
      No
      Termination Charges shall be applicable to any termination on or after the
      expiration of the initial Term. 

     

    
      	
              4

            	
              SERVICES

            


    

     

    
      	
              4.1

            	
              Overview.

            


    

     

    
      	 	
              (a)

            	
              Services.
                Commencing on the Commencement Date (or, if later, the date on which
                Supplier assumes responsibility for the Services in question in accordance
                with the Transition Plan), Supplier shall provide the Services to
                Hercules, and, upon Hercules' request, to Eligible Recipients and
                Authorized Users designated by Hercules. The Services shall consist
                of the
                following, as they may evolve during the Term of this Agreement or
                be
                supplemented, enhanced, modified or replaced:


            


    

     

    
      	 	
              (i)

            	
              The
                services, functions and responsibilities described in this Agreement
                and
                its Schedules and attachments, which include the Technology and Business
                Process Evolution and the
                following:

            


    

     

    
      	 	
              (1)

            	
              Transition
                Services,
                as described in Sections
                4.2
                and Schedules
                H;

            


    

     

    
      	 	
              (2)

            	
              Services,
                as further described in Schedule
                E;
                

            


    

     

    
      	 	
              (3)

            	
              Projects,
                as further described in Section
                4.5;

            


    

     

    
      	 	
              (4)

            	
              New
                Services, as further described in Section
                4.4;
                and

            


    

     

    
      	 	
              (5)

            	
              Termination
                Assistance Services, as described in Section
                4.3
                and Schedule
                I.

            


    

     

    
      	 	
              (ii)

            	
              The
                ITO related services, functions and responsibilities performed during
                the
                twelve (12) months preceding the Commencement Date by Hercules Personnel
                who were displaced or whose functions were displaced as a result
                of this
                Agreement, even if the service, function, or responsibility is not
                specifically described in this Agreement, provided that, (A) in the
                event
                of a direct conflict between Schedule
                E and
                the scope of services as described in this Section
                4.1(a)(ii),
                this Section
                4.1(a)(ii)
                shall not be construed as altering and/or superseding Schedule
                E,
                and (B) the scope of services as described in this Section
                4.1(a)(ii) shall
                not be
                construed as extending to New Services or Retained
                Functions.

            


    

     

    
      	 	
              (iii)

            	
              The
                ITO related services, functions and responsibilities reflected in
                those
                categories of the Hercules Base Case which Supplier is assuming pursuant
                to this Agreement, provided, however, (A) in the event of a direct
                conflict between Schedule
                E and
                the scope of services as described in this Section
                4.1(a)(iii),
                this Section
                4.1(a)(iii)
                shall not be construed as altering and/or superseding Schedule
                E,
                and (B) the scope of services as described in this Section
                4.1(a)(ii) shall
                not be
                construed as extending to New Services or Retained
                Functions.

            


    

     

    For
      purposes of Section
      4.1(a)(ii) and (iii) and Section 4.2(b),
      “Retained Functions” shall mean services, functions and responsibilities
      performed during the twelve (12) months preceding the Commencement Date by
      Hercules Personnel who were displaced or whose functions were displaced as
      a
      result of this Agreement, but which are designated as retained services,
      functions and responsibilities to be performed by Hercules or its Affiliates
      or
      Eligible Recipients. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (b)

            	
              Included
                Services.
                If any services, functions or responsibilities not specifically described
                in this Agreement are an inherent, necessary or customary part of
                the
                Services or are required for proper performance or provision of the
                Services in accordance with this Agreement, they shall be deemed
                to be
                included within the scope of the Services to be delivered for the
                Charges,
                as if such services, functions or responsibilities were specifically
                described in this Agreement, provided, however, (A) in the event
                of a
                direct conflict between Schedule
                E and
                the scope of services as described in this Section
                4.1(b),
                this Section
                4.1(b)
                shall not be construed as altering and/or superseding Schedule
                E,
                and (B) the scope of services as described in this Section
                4.1(b) shall
                not be
                construed as extending to New Services or Retained Functions.
                

            


    

     

    
      	 	
              (c)

            	
              Required
                Resources.
                Except as otherwise expressly provided in this Agreement, Supplier
                shall
                be responsible for providing the facilities, personnel, technical
                knowledge, expertise and other resources necessary to provide the
                Services. In addition, except as otherwise expressly provided in
                this
                Agreement, Supplier shall be responsible for providing Equipment
                and
                Software at Supplier Facilities as necessary to provide the Services
                from
                such Supplier Facilities. In all such cases, the Equipment, Software,
                facilities, personnel and other resources provided by Supplier shall
                be
                subject to and in accordance with the applicable terms of this
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              Supplier
                Responsibility.
                Supplier shall be responsible for the provision of the Services in
                accordance with this Agreement even if such Services are actually
                performed or dependent upon services performed by (i) Subcontractors,
                , or
                (ii) Managed Third Parties, to the extent provided in Schedules
                E and D.2.

            


    

     

    
      	 	
              (e)

            	
              Electronic
                Delivery.
                To the maximum extent possible, and except as otherwise directed
                by
                Hercules or expressly provided in this Agreement, Supplier shall
                deliver
                all Software, documentation, reports and other contract deliverables
                to
                Hercules and the Eligible Recipients at the designated Hercules Site
                by
                electronic transmission or by load and leave (where no tangible storage
                media is physically transferred to Hercules or the Eligible Recipients).
                

            


    

     

    
      	
              4.2

            	
              Transition
                Services.

            


    

     

    
      	 	
              (a)

            	
              Transition.
                During the Transition Period, Supplier shall perform the Transition
                Services and provide the deliverables described in the Transition
                Plan,
                which is attached to this Agreement as Schedule
                H.
                If any services, functions or responsibilities not specifically described
                in the Transition Plan are an inherent, necessary or customary part
                of the
                Transition Services or are required for the proper performance of
                the
                Transition Services in accordance with this Agreement, they shall
                be
                deemed to be included within the scope of the Transition Services
                to be
                delivered for no additional charge, as if such services, functions
                or
                responsibilities were specifically described in the Transition Plan.
                During the Transition Period, Hercules will perform those tasks which
                are
                designated to be Hercules' responsibility in the Transition Plan,
                provided
                that, Hercules shall not be obligated to perform any tasks during
                the
                Transition Period that are not set forth in such Transition Plan.
                If any
                services, functions or responsibilities not specifically described
                in the
                Transition Plan are an inherent or necessary part of the Hercules
                transition responsibilities or are required for proper performance
                or
                provision of such responsibilities, they shall be deemed to be included
                within the scope of the Hercules transition responsibilities as if
                such
                services, functions or responsibilities were specifically described
                as
                such in the Transition Plan. Unless otherwise agreed, Hercules shall
                not
                incur any charges, fees or expenses payable to Supplier or third
                parties
                in connection with the Transition Services, other than those charges,
                fees
                and expenses specified in Schedule
                J
                and those incurred by Hercules in connection with its performance
                of tasks
                designated in the Transition Plan as Hercules'
                responsibility.

            


    

     

    
      	 	
              (b)

            	
              Transition
                Plan. Schedule
                H.1
                is
                an outline of the Transition Plan that identifies
                (i) the transition activities to be performed by Supplier, (ii) the
                date(s) by which each such activity or deliverable is to be completed
                (“Transition
                Milestones”),
                and (iii) the Deliverable Credits associated with the failure to
                meet
                specific Transition Milestones. Within thirty (30) days after the
                Effective Date, Supplier shall deliver to Hercules a detailed Transition
                Plan for Hercules' review, comment and approval. The proposed detailed
                Transition Plan shall describe in greater detail the specific transition
                activities to be performed by Supplier, but,
                unless

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    otherwise
      agreed by Hercules, shall be consistent in all material respects with the
      initial Transition Plan, including the activities, deliverables, Transition
      Milestones and Deliverable Credits described therein. The detailed Transition
      Plan shall identify and describe, among other things, (i) the transition
      activities to be performed by Supplier and the significant components and
      subcomponents of each such activity, (ii) the deliverables to be completed
      by
      Supplier, (iii) the Transition Milestone for each such activity or deliverable,
      (iv) a process and set of standards acceptable to Hercules to which Supplier
      will adhere in the performance of the Transition Services and that will enable
      Hercules to determine whether Supplier has successfully completed the transition
      and the activities and deliverables associated with each Transition Milestone,
      in accordance with the Acceptance criteria specified in the Transition Plan,
      (v)
      the contingency or risk mitigation strategies to be employed by Supplier in
      the
      event of disruption or delay, (vi) any transition responsibilities to be
      performed or transition resources to be provided by Hercules or the Eligible
      Recipients or Hercules Third Party Contractors, and (vii) a detailed work plan
      identifying the specific transition activities to be performed by individual
      Supplier Personnel on a weekly basis during the Transition Period. The detailed
      Transition Plan also shall identify any related documents contemplated by the
      Agreement and/or required to effectuate the transition to be executed by the
      Parties. Upon approval by Hercules, the detailed Transition Plan shall be
      appended to the Agreement as Schedule
      H.2.
      

     

    
      	 	
              (c)

            	
              Performance.
                Supplier shall perform the Transition Services described in the Transition
                Plan in accordance with the timetable and the Transition Milestones
                set
                forth in the Transition Plan. Supplier shall provide all cooperation
                and
                assistance reasonably required or requested by Hercules in connection
                with
                Hercules' evaluation or testing of the deliverables set forth in
                the
                Transition Plan. Supplier shall perform the Transition Services in
                a
                manner that will not (i) disrupt or have an unnecessary adverse impact
                on
                the business or operations of Hercules or the Eligible Recipients,
                (ii)
                degrade the Services then being received by Hercules or the Eligible
                Recipients, or (iii) disrupt or interfere with the ability of Hercules
                or
                the Eligible Recipients to obtain the full benefit of the Services,
                except
                as may be otherwise provided in the Transition Plan. Prior to undertaking
                any transition activity, Supplier shall discuss with Hercules all
                known
                Hercules-specific material risks and shall not proceed with such
                activity
                until Hercules is reasonably satisfied with the plans with regard
                to such
                risks (provided that, neither Supplier’s disclosure of any such risks to
                Hercules, nor Hercules' acquiescence in Supplier’s plans, shall operate or
                be construed as limiting Supplier’ responsibilities under this Agreement).
                Supplier shall identify and resolve, with Hercules' reasonable assistance,
                any problems that may impede or delay the timely completion of each
                task
                in the Transition Plan that is Supplier’s responsibility and shall use all
                commercially reasonable efforts to assist Hercules with the resolution
                of
                any problems that may impede or delay the timely completion of each
                task
                in the Transition Plan that is Hercules'
                responsibility.

            


    

     

    
      	 	
              (d)

            	
              Meetings;
                Reports.
                Supplier shall meet at least weekly with Hercules to report on its
                progress in performing its responsibilities and meeting the timetable
                set
                forth in the Transition Plan. Supplier shall include Supplier Personnel
                in
                such meetings as and to the extent appropriate or requested by Hercules.
                Supplier also shall provide written reports to Hercules at least
                weekly
                regarding such matters, and shall provide oral reports more frequently
                if
                reasonably requested by Hercules. Promptly upon receiving any information
                indicating that Supplier may not perform its responsibilities or
                meet the
                timetable set forth in the Transition Plan, Supplier shall notify
                Hercules
                in writing of material delays and shall identify for Hercules'
                consideration and approval specific measures to address such delay
                and
                mitigate the risks associated
                therewith.

            


    

     

    
      	 	
              (e)

            	
              Suspension
                or Delay of Transition Activities.
                Hercules reserves the right, in its sole discretion, to suspend or
                delay
                the performance of the Transition Services and/or the transition
                of all or
                any part of the Transition Services. If Hercules elects to exercise
                such
                right and Hercules' decision is based on Supplier’s failure to perform its
                obligations under this Agreement, Hercules shall not incur any additional
                Charges, Termination Charges, or reimbursable expenses in connection
                with
                such decision. If Hercules' decision is not based on Supplier’s failure to
                perform its obligations under this Agreement, Hercules shall reimburse
                Supplier for any additional costs reasonably incurred by Supplier
                as a
                result of such decision, provided that Supplier notifies Hercules
                in
                advance of such costs, obtains Hercules' approval prior to incurring
                such
                costs, and uses commercially reasonable efforts to minimize such
                costs.

            


    

     

    
      	 	
              (f)

            	
              Failure
                to Meet Transition Milestones.


            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (i)

            	
              The
                Parties acknowledge and agree that the Transition Plan specifies
                various
                Transition Milestones by which Transition activities and/or deliverables
                are to be completed. Subject to Section
                10.2,
                if Supplier fails to meet a Transition Milestone, Supplier shall
                pay
                Hercules the Deliverable Credits specified in Schedule
                H
                and Attachment
                G.3
                for such Transition Milestone.

            


    

     

    
      	 	
              (ii)

            	
              Neither
                the Transition Services nor the activities and deliverables associated
                with individual Transition Milestones will be deemed complete until
                Hercules' Acceptance of such activities and deliverables.
                

            


    

     

    
      	 	
              (g)

            	
              Termination
                for Cause.
                Notwithstanding the foregoing, and in addition to any other termination
                right Hercules may have under this Agreement, Hercules may terminate
                this
                Agreement in whole or in part for cause if (i) Supplier
                fails to comply with its obligations with respect to the provision
                of
                Transition Services and such failure causes
                or will cause a material disruption to or otherwise has or will have
                a
                material adverse impact on the operations or businesses of Hercules
                or the
                Eligible Recipients, (ii)
                Supplier materially breaches its obligations with respect to the
                provision
                of Transition Services and fails to cure such breach within fifteen
                (15)
                days after its receipt of notice, or (iii) Supplier
                fails to meet a Transition Milestone and such failure constitutes
                a
                material breach of this Agreement and Supplier fails to cure such
                breach
                within fifteen (15) days after its receipt of notice. In addition,
                unless
                otherwise agreed, if Supplier fails to meet the Transition Milestone
                for
                the completion of the transition of all Services to Supplier by more
                than
                fifteen (15) days, Hercules may terminate this Agreement for cause
                without
                requirement of notice or opportunity to cure. In all such events,
                subject
                to Section 18.3,
                Hercules may recover the damages suffered by Hercules or the Eligible
                Recipients in connection with such a termination, provided that,
                if such
                termination is based on Supplier’s failure to meet a Transition Milestone,
                Supplier shall be entitled to set-off against such damages any Deliverable
                Credits Supplier has paid for the failure to meet such Transition
                Milestone. Nothing herein shall operate or be construed as limiting
                Hercules’ obligation to pay undisputed Charges for Transition Services
                delivered prior to the effective date of any such termination in
                accordance with and subject to Section
                12
                of
                the Agreement.

            


    

     

    
      	
              4.3

            	
              Termination
                Assistance Services.

            


    

     

    
      	 	
              (a)

            	
              Availability.
                As
                part of the Services, and for the Charges set forth in Sections
                4.3(b)(8)
                and 4.3(b)(9)
                and
                Schedule
                J,
                Supplier shall provide to Hercules, the Eligible Recipients and/or
                their
                designee(s) the Termination Assistance Services described in Section
                4.3(b)
                and Schedule
                I.

            


    

     

    
      	 	
              (1)

            	
              Period
                of Provision.
                Supplier shall provide such Termination Assistance Services to Hercules
                and any Eligible Recipient, or their designee(s), (i) commencing
                upon
                notice from Hercules up to six (6) months prior to the expiration
                of the
                Term or on such earlier date as Hercules may request and continuing
                for up
                to twelve (12) months following the effective date of the expiration
                of
                the Term (as such Term may be extended pursuant to Section
                3.2),
                (ii) commencing upon any notice of termination (including termination
                for
                cause by Hercules or Supplier or termination for convenience by Hercules)
                of the Term with respect to all or any part of the Services, and
                continuing for up to twelve (12) months following the effective date
                of
                such termination of all or part of the Services, or (iii) commencing
                upon
                notice of termination of all or part of the Services to an Eligible
                Recipient and continuing for up to twelve (12) months following the
                effective date of such termination.


            


    

     

    
      	 	
              (2)

            	
              Extension
                of Services.
                Hercules may elect, upon thirty (30) days prior notice, to extend
                the
                period following the effective date of any expiration/termination
                for the
                performance of Termination Assistance Services, provided that the
                period
                between the effective date and the completion of all Termination
                Assistance Services is not greater than twelve (12) months. If Hercules
                provides less than thirty (30) days prior notice of an extension,
                Supplier
                shall nonetheless use commercially reasonable efforts to comply with
                Hercules' request and provide the requested Services and/or Termination
                Assistance Services.

            


    

     

    
      	 	
              (3)

            	
              Firm
                Commitment.
                Supplier shall provide Termination Assistance Services to Hercules
                and any
                Eligible Recipients, or their designee(s), regardless of the reason
                for
                the expiration or termination of

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    the
      Term;
      provided, however, if the
      Agreement is terminated by Supplier under Section
      20.1(b)(i),
      Supplier may require Hercules to pay Supplier in advance in accordance with
      Section
      4.3(a)(5)
      for
      Termination Assistance Services to be provided or performed under this
Section
      4.3.
      At
      Hercules' request, Supplier shall provide Termination Assistance Services
      directly to an Eligible Recipient or an Entity acquiring Control of an Eligible
      Recipient; provided that, unless otherwise agreed by the Parties, all such
      Termination Assistance Services shall be performed subject to and in accordance
      with the terms and conditions of this Agreement.

     

    
      	 	
              (4)

            	
              Performance.
                All Termination Assistance Services shall be provided subject to
                and in
                accordance with the terms and conditions of this Agreement. Supplier
                shall
                perform the Termination Assistance Services with at least the same
                degree
                of accuracy, quality, completeness, timeliness, responsiveness and
                resource efficiency as it provided and was required to provide the
                same or
                similar Services during the Term. The quality and level of performance
                of
                the Termination Assistance Services provided by Supplier following
                the
                expiration or termination of the Term as to all or part of the Services
                or
                Supplier’s receipt of a notice of termination or non-renewal shall
                continue to meet or exceed the Service Levels and shall not be degraded
                or
                deficient in any respect, unless and to the extent Hercules reprioritizes
                the work activities of assigned Supplier Personnel and/or modifies
                the
                applicable work requirements or performance standards in accordance
                with
                Section
                4.3(b)(9).
                Accordingly, subject to Section
                4.3(b)(9),
                Service Level Credits shall be assessed for any failure to meet Service
                Levels during the period Termination Assistance Services are provided.
                Supplier Personnel (including all Key Supplier Personnel) reasonably
                considered by Hercules to be critical to the performance of the Services
                and Termination Assistance Services shall be retained on the Hercules
                account through the completion of all relevant Termination Assistance
                Services. 

            


    

     

    
      	 	
              (5)

            	
              Advance
                Payment.
                If Hercules is obligated to pay in advance for Termination Assistance
                Services, Supplier shall present an invoice for the estimated Charges
                for
                such Termination Assistance Services at least fifteen (15) days prior
                to
                the beginning of the month in which such Services are to be provided.
                Subject to Section
                12.4,
                Hercules shall then pay such Charges on or before the first day of
                such
                month. The estimated Charges shall then be reconciled with the actual
                Charges for Termination Assistance Services provided in such month,
                and
                any additional Charges or credits will be reflected on the next invoice
                delivered after the end of such month.


            


    

     

    
      	 	
              (b)

            	
              Scope
                of Termination Assistance Service.
                As
                part of the Termination Assistance Services, Supplier shall timely
                transfer the control and responsibility for all Services previously
                performed by or for Supplier to Hercules, the Eligible Recipients
                and/or
                their designee(s) and shall execute any documents reasonably necessary
                to
                effect such transfers. Additionally, Supplier shall provide any and
                all
                applicable information and assistance requested by Hercules to
                allow:

            


    

     

    
      	 	
              (i)

            	
              the
                Systems and processes associated with the Services to operate
                efficiently;

            


    

     

    
      	 	
              (ii)

            	
              the
                Services to continue without interruption or adverse effect;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                orderly transfer of the Services to Hercules, the Eligible Recipients
                and/or their designee(s).

            


    

     

    The
      Termination Assistance Services shall include, as requested by Hercules, the
      Services, functions and responsibilities set forth on Schedule
      I.
      In
      addition, in connection with such termination or expiration, Supplier shall
      provide the following assistance and Services at Hercules'
      direction:

     

    
      	 	
              (1)

            	
              General
                Support.
                Supplier shall, to the extent applicable, (i) assist Hercules, an
                Eligible Recipient and/or their designee(s) in developing a written
                transition plan for the transition of the Services to Hercules, such
                Eligible Recipient, or their designee(s), which plan shall include
                (as
                requested by Hercules) capacity planning, business process planning,
                facilities planning, human resources planning, technology planning,
                telecommunications planning and other planning necessary to effect
                the
                transition, (ii) perform programming and consulting services as
                requested to assist in implementing the transition plan, (iii) train
                personnel designated by Hercules, an Eligible Recipient or their
                designee(s) in the use of any business processes, work instructions
                and
                work procedures and

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    any
      Equipment, Software, Systems, Materials and tools used in connection with the
      provision of the Services, (iv) catalog all business processes, work
      instructions, work procedures, Software, Hercules Data, Equipment, Materials,
      Third Party Contracts and tools used to provide the Services, (v) provide
      machine readable and printed listings and associated documentation for source
      code for Software owned by Hercules and source code to which Hercules is
      entitled under this Agreement and assist in its re-configuration,
      (vi) analyze and report on the space required for the Hercules Data and the
      Software needed to provide the Services, (vii) assist in the execution of a
      parallel operation, data migration and testing process until the successful
      completion of the transition to Hercules, an Eligible Recipient or their
      designee(s), (viii) create and provide copies of the Hercules Data in the format
      and on the media reasonably requested by Hercules, an Eligible Recipient or
      their designee(s), (ix) provide a complete and up-to-date, electronic copy
      of
      the Policy and Procedures Manual and applicable work instructions and work
      procedures in the format and on the media reasonably requested by Hercules,
      an
      Eligible Recipient or their designee(s) and (x) provide other technical
      assistance as requested by Hercules, an Eligible Recipient or their
      designee(s).

     

    
      	 	
              (2)

            	
              Hiring.

            


    

     

    
      	 	
              (i)

            	
              Hercules,
                the Eligible Recipients and/or their designee(s) shall be permitted
                to
                undertake, without interference from Supplier, Supplier
                Subcontractors (subject
                to Section
                4.3(b)(2)(ii)
                below)
                or
                Supplier Affiliates (including counter-offers), to hire, effective
                after
                the later of the expiration or termination of the Term or completion
                of
                any Termination Assistance Services requested under Section
                4.3(b)(8),
                any (i) Supplier Personnel assigned to the performance of Services
                at
                Hercules Facility(ies) during the twelve (12) months preceding the
                expiration or termination date, (ii) Supplier Personnel assigned
                to the
                performance of Services at Supplier Facility(ies) in the United States
                or
                European Union during the twelve (12) months preceding the expiration
                or
                termination date or (iii) other Supplier Personnel assigned to the
                performance of Services during the twelve (12) months preceding the
                expiration or termination date whom Supplier intends to terminate
                in
                connection with such expiration or termination. Supplier shall waive,
                and
                shall cause its Subcontractors (as
                contemplated in Section
                4.3(b)(2)(ii)
                below)
                and Affiliates to waive, their rights, if any, under contracts with
                such
                personnel restricting the ability of such personnel to be recruited
                or
                hired by Hercules, the Eligible Recipients and/or their designee(s).
                Supplier shall provide Hercules, the Eligible Recipients and/or their
                designee(s) with reasonable assistance in their efforts to hire such
                Supplier Personnel, and shall give Hercules, the Eligible Recipients
                and/or their designee(s) reasonable access to such Supplier Personnel
                for
                interviews, evaluations and recruitment. Hercules shall endeavor
                to
                conduct the above-described hiring activity in a manner that is not
                unnecessarily disruptive of the performance by Supplier of its obligations
                under this Agreement. 

            


    

     

    
      	 	
              (ii)

            	
              With
                respect to Subcontractors that are not Supplier Affiliates, Supplier
                shall
                use all commercially reasonable efforts to (A) obtain for Hercules,
                the
                Eligible Recipients and their designee(s) the rights specified in
                Section
                4.3(b)(2)(i),
                and (B) ensure that such rights are not subject to subsequent
                Subcontractor approval or the payment by Hercules, an Eligible Recipient
                or their designee(s) of any fees. If Supplier is unable to obtain
                any such
                rights with respect to a Subcontractor, it shall notify Hercules
                in
                advance and shall not use such Subcontractor without Hercules' approval
                (and absent such approval, Supplier’s use of any such Subcontractor shall
                obligate Supplier to obtain or arrange, at no additional cost to
                Hercules,
                the rights specified in Section
                4.3(b)(2)(i),
                for Hercules, the Eligible Recipients and their designee(s) upon
                expiration or termination).

            


    

     

    Promptly
      upon Hercules providing notice for provision of Termination Assistance Services
      pursuant to Section
      4.3(a)(1),
      Supplier shall provide to Hercules a list, organized by location, of the
      Supplier Personnel who are eligible for solicitation for employment pursuant
      to
      this Section
      4.3(b)(2).
      Subject
      to applicable Privacy Laws, such list shall specify each such Supplier
      Personnel's job title, annual total compensation, leave status and years of
      service.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    (3)Software.
      As
      provided in Section
      14.6,
      and
      subject to Section
      6.4(c),
      Supplier shall provide, and hereby grants to Hercules (with a right to
      sublicense to the Eligible Recipients and/or Hercules' designee), certain
      license, sublicense and/or other rights to certain Software and other Materials
      used by Supplier, Supplier Affiliates or Subcontractors in performing the
      Services.

     

    
      	 	
              (4)

            	
              Equipment.
                Subject to Section
                6.4(c),
                Hercules, the Eligible Recipients and/or their designee(s) shall
                have the
                right (but not the obligation) to purchase, or assume the lease for,
                any
                Equipment owned or leased by Supplier that is substantially dedicated
                by
                Supplier, Supplier Subcontractors or Supplier Affiliates to the
                performance of the Services. Such Equipment shall be transferred
                in good
                working condition, reasonable wear and tear excepted, as of the expiration
                or termination date or the completion of any Services requiring such
                Equipment requested by Hercules under Section
                4.3(b)(8),
                whichever is later. Supplier shall, at no additional charge to Hercules,
                maintain such Equipment through the date of transfer so as to be
                eligible
                for the applicable manufacturer’s maintenance program at no additional
                charge to Hercules. In the case of Supplier-owned Equipment, Supplier
                shall grant to Hercules, the Eligible Recipients and/or their designee(s)
                a warranty of title and a warranty that such Equipment is free and
                clear
                of all liens and encumbrances. Such conveyance of Supplier-owned
                Equipment
                by Supplier to Hercules, the Eligible Recipients and/or their designee(s)
                shall be at net book value (calculated in accordance with generally
                acceptable accounting principles applicable in the country in which
                such
                Equipment is located). Unless otherwise agreed, Hercules shall pay
                any
                sales tax or duties associated with such conveyance. At Hercules'
                request,
                the Parties shall negotiate in good faith and agree upon the form
                and
                structure of the purchase. In the case of leased Equipment, Supplier
                shall
                (i) represent and warrant that the lessee is not in default under
                the
                lease, (ii) represent and warrant that all payments thereunder have
                been
                made through the date of transfer, and (iii) notify Hercules of any
                lessor
                defaults of which it is aware at the time. EXCEPT AS PROVIDED ABOVE,
                AND
                WITHOUT LIMITING SUPPLIER’S OTHER OBLIGATIONS UNDER THIS AGREEMENT,
                SUPPLIER DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE
                PERFORMANCE OF SUPPLIER OWNED OR LEASED EQUIPMENT FOLLOWING THE CONVEYANCE
                OF SUCH EQUIPMENT PURSUANT TO THIS SECTION. 

            


    

     

    
      	 	
              (5)

            	
              Hercules
                Facilities, Equipment and Software.
                Supplier shall vacate the Hercules Facilities and return to Hercules,
                if
                not previously returned, any Hercules owned Equipment, Hercules leased
                Equipment, Hercules Owned Software, Hercules licensed Software and
                Hercules Owned Materials, in condition at least as good as the
                condition
                when made available to Supplier,
                ordinary wear and tear excepted. Such Hercules Facilities, Equipment,
                Software and Materials shall be vacated and returned at the expiration
                or
                termination date or the completion of any Services requiring such
                Hercules
                Facilities, Equipment, Software and Materials requested by Hercules
                under
                Section
                4.3(b)(8),
                whichever is later.

            


    

     

    
      	 	
              (6)

            	
              Supplier
                Subcontracts and Third Party Contracts.
                Supplier shall inform Hercules of all subcontracts or Third Party
                Contracts (between third parties and either Supplier, Supplier
                Subcontractors, or Supplier Affiliates) used by Supplier, Supplier
                Subcontractors or Supplier Affiliates to perform the Services. Subject
                to
                Sections
                6.4(c),
                Supplier shall, at Hercules' request, cause any such Subcontractors,
                Supplier Affiliates or third party contractors to permit Hercules,
                the
                Eligible Recipients and/or their designee(s) to assume prospectively
                any
                or all such contracts or to enter into new contracts with Hercules,
                the
                Eligible Recipients or their designees on substantially the same
                terms and
                conditions, including price. Supplier shall so assign the designated
                subcontracts and Third Party Contracts to Hercules, the Eligible
                Recipients and/or their designee(s) as of the expiration or termination
                date or the completion of any Termination Assistance Services requiring
                such subcontracts or Third Party Contracts requested by Hercules
                under
                Section
                4.3(b)(8),
                whichever is later. There shall be no charge or fee imposed on Hercules,
                the Eligible Recipients and/or their designee(s) by Supplier or its
                Subcontractors, Affiliates or third party contractors for such assignment.
                Supplier shall (i) represent and warrant that it is not in default
                under
                such subcontracts and Third Party Contracts, (ii) represent and warrant
                that all payments thereunder through the date of assignment are current,
                and (iii) notify Hercules of any Subcontractor’s or
                third

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    party
      contractor’s default with respect to such subcontracts and Third Party Contracts
      of which it is aware at the time. 

     

    
      	 	
              (7)

            	
              Intentionally
                blank. 

            


    

     

    
      	 	
              (8)

            	
              Extension
                of Services.
                As
                part of the Termination Assistance Services, for
                a period of twelve (12) months following the expiration or termination
                date, Supplier shall provide to the Eligible Recipient(s), under
                the terms
                and conditions of this Agreement, at Hercules' request, any or all
                of the
                Services being performed by Supplier prior to the expiration or
                termination date, including those Services described in Article
                4
                and Schedule
                E.
                To the extent Hercules requests such Services, Hercules will pay
                Supplier
                the Charges specified in Schedule
                J
                that Hercules would have been obligated to pay Supplier for such
                Services
                if this Agreement had not yet expired or been terminated. To the
                extent
                Hercules requests a portion (but not all) of the Services included
                in a
                particular Charge, the amount to be paid by Hercules will be equitably
                adjusted in proportion to the portion of the Services included in
                the
                applicable Charge that Supplier will not be providing or
                performing.

            


    

     

    
      	 	
              (9)

            	
              Rates
                and Charges.
                Except as provided below and in Section
                4.3(b)(8),
                the Parties anticipate that the Termination Assistance Services requested
                by Hercules will be provided by Supplier, at no additional charge
                to
                Hercules, using Supplier Personnel already assigned to Hercules and
                without adversely affecting Supplier’s ability to meet its performance
                obligations. If material Termination Assistance Services requested
                by
                Hercules cannot be provided by Supplier using Supplier Personnel
                then
                assigned to Hercules without adversely affecting Supplier’s ability to
                meet its performance obligations, Hercules, in its sole discretion,
                may
                forego or delay any work activities or temporarily or permanently
                adjust
                the work to be performed by Supplier, the schedules associated therewith
                or the Service Levels to permit the performance of such Termination
                Assistance Services using such personnel. To the extent Hercules
                authorizes Supplier to use additional Supplier Personnel to perform
                material Termination Assistance Services requested by Hercules, Hercules
                shall pay Supplier the rates and charges specified in Schedule
                J,
                or, if no such rates and charges are specified in Schedule
                J,
                a
                negotiated fee which shall be no less favorable to Hercules than
                the lower
                of the most favorable rates available under then-current Hercules/Supplier
                contracts for comparable services or Supplier’s then current commercially
                available rates, for the additional Supplier Personnel required to
                perform
                such Termination Assistance Services (but only if Supplier notifies
                Hercules in advance of such Charges, obtains Hercules' approval prior
                to
                incurring such Charges, and uses commercially reasonable efforts
                to
                minimize such Charges). 

            


    

     

    
      	 	
              (c)

            	
              Resources.
                Supplier
                shall ensure that, at all times during the Term, on thirty (30) days
                notice, it is able to deploy all necessary resources to perform
                Termination Assistance Services in accordance with this Section
                4.3.

            


    

     

    
      	 	
              (d)

            	
              Survival
                of Terms. This
                Section
                4.3
                shall survive termination/expiration of the
                Term.

            


    

    

      
        	
                4.4

              	
                New
                  Services.

              


      

       

    

    
      	 	
              (a)

            	
              Procedures.
                If Hercules requests that Supplier perform any New Services reasonably
                related to the Services or other services generally provided by Supplier,
                Supplier shall promptly prepare a New Services proposal for Hercules'
                consideration. Unless otherwise agreed by the Parties, Supplier shall
                prepare such New Services proposal at no additional charge to Hercules
                and
                shall deliver such proposal to Hercules within ten (10) business
                days of
                its receipt of Hercules' request; provided, that Supplier shall use
                all
                commercially reasonable efforts to respond more quickly in the case
                of a
                pressing business need or an emergency situation. Hercules shall
                provide
                such information as Supplier reasonably requests in order to prepare
                such
                New Service proposal. Such New Services proposal shall include, among
                other things, the following at a level of detail sufficient to permit
                Hercules to make an informed business decision: (i) a project plan
                and
                fixed price or price estimate for the New Service; (ii) a breakdown
                of
                such price or estimate, (iii) a description of the service levels
                to be
                associated with such New Service, (iv) a schedule for commencing
                and
                completing the New Service, (v) a description of the new hardware
                or
                software to be provided by Supplier in connection with the New Service,
                (vi) a description of the software, hardware and other resources,
                including Resource

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Unit
      utilization, necessary to provide the New Service, (vii) any additional
      facilities or labor resources to be provided by Hercules or the Eligible
      Recipients in connection with the proposed New Service, (viii) any risks
      associated with the New Service and/or the integration of the New Service into
      the existing environment, and (ix) in the case of any Developed Materials to
      be
      created through the provision of the proposed New Services, any ownership rights
      therein that differ from the provisions of Section
      14.2.
      Hercules may accept or reject any New Services proposal in its sole discretion
      and Supplier shall not be obligated to perform any New Services to the extent
      the applicable proposal is rejected. Unless the Parties otherwise agree, if
      Hercules accepts Supplier’s proposal, Supplier will perform the New Services and
      be paid in accordance with the proposal submitted by Supplier and the provisions
      of this Agreement. Upon Hercules' acceptance of a Supplier proposal for New
      Services, the scope of the Services will be expanded and this Agreement will
      be
      modified to include such New Services. Notwithstanding any provision to the
      contrary, (i) Supplier shall act reasonably and in good faith in formulating
      such pricing proposal, (ii) Supplier shall use commercially reasonable efforts
      to identify potential means of reducing the cost to Hercules, including
      utilizing Subcontractors as and to the extent appropriate, (iii) such pricing
      proposal shall be no less favorable to Hercules than the pricing and labor
      rates
      set forth herein for comparable Services, and (iv) such pricing proposal shall
      take into account the existing and future volume of business between Hercules
      and Supplier.

     

    
      	 	
              (b)

            	
              Use
                of Third Parties.
                Hercules may elect to solicit and receive bids from third parties
                to
                perform any New Services. If Hercules elects to use third parties
                to
                perform New Services, (i) such New Services shall not be deemed “Services”
                under the provisions of this Agreement, and (ii) Supplier shall cooperate
                with such third parties as provided in Section
                4.6.

            


    

     

    
      	 	
              (c)

            	
              Services
                Evolution and Modification.
                The Parties anticipate that the Services will evolve and be supplemented,
                modified, enhanced or replaced over time to keep pace with technological
                advancements and improvements in the methods of delivering Services
                and
                changes in the businesses of Hercules and the Eligible Recipients.
                The
                Parties acknowledge and agree that these changes will modify the
                Services
                and will not be deemed to result in New Services unless the changed
                services meet the definition of New
                Services.

            


    

     

    
      	 	
              (d)

            	
              Authorized
                User and Eligible Recipient Requests. Supplier
                shall promptly inform the Hercules Relationship Manager or his or
                her
                designee of requests for New Services from Authorized Users or Eligible
                Recipients, and shall submit any proposals for New Services to the
                Hercules Relationship Manager or his or her designee. Supplier shall
                not
                agree to provide New Services to any Authorized Users or Eligible
                Recipients without the prior written approval of the Hercules Relationship
                Manager or his or her designee. If Supplier fails to comply strictly
                with
                this Section
                4.4(d),
                it shall receive no compensation for any services rendered to any
                person
                or entity in violation of such
                provision.

            


    

     

    
      	 	
              (e)

            	
              Efforts
                to Reduce Costs and Charges.
                From time to time, Hercules may request that the Parties work together
                to
                identify ways to achieve reductions in the cost of service delivery
                and
                corresponding reductions in the Charges to be paid by Hercules by
                modifying or reducing the nature or scope of the Services to be performed
                by Supplier, the applicable Service Levels or other contract requirements.
                If requested by Hercules, Supplier shall promptly prepare a proposal
                at a
                level of detail sufficient to permit Hercules to make an informed
                business
                decision identifying all viable means of achieving the desired reductions
                without adversely impacting business objectives or requirements identified
                by Hercules. In preparing such a proposal, Supplier shall give due
                consideration to any means of achieving such reductions proposed
                by
                Hercules. Supplier shall negotiate in good faith with Hercules about
                each
                requested reduction in Charges and, without disclosing the actual
                cost of
                providing the Services, shall identify for Hercules if and to what
                extent
                the cost of service delivery may be reduced by implementing various
                changes in the contract requirements, including the applicable Service
                Levels. Hercules shall not be obligated to accept or implement any
                proposal; and Supplier shall not be obligated to implement any change
                that
                affects the terms of this Agreement unless and until such change
                is
                reflected in a written amendment to this
                Agreement.

            


    

     

    
      	
              4.5

            	
              Billable
                Projects. 

            


    

     

    
      	 	
              (a)

            	
              Procedures
                and Performance.
                Supplier shall perform Projects requested and approved by Hercules
                as part
                of the Services. A “Project”
                is a discrete unit of non-recurring work that is not an inherent,
                necessary or customary part of the day-to-day Services, and is not
                required to be performed by Supplier to meet the existing Service
                Levels
                (other than Service Levels related to Project performance). A Project
                may
                consist of

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    or
      include work that would otherwise be treated as New Services. The Supplier
      Personnel assigned to perform such Projects shall possess the training,
      education, experience, competence and skill to perform such work. The Hercules
      Relationship Manager or his or her designee shall request, define and set the
      priority for such Projects. 

     

    
      	 	
              (b)

            	
              Additional
                Work or Reprioritization.
                The Hercules Project Executive or his or her designee may identify
                new or
                additional work activities to be performed by Supplier Personnel
                (including work activities that would otherwise be treated as a Project
                or
                New Services) or reprioritize or reset the schedule for existing
                work
                activities to be performed by such Supplier Personnel. To the extent
                the
                work activities requested by Hercules can be provided by Supplier
                using
                personnel already assigned to Hercules without impacting the established
                schedule for other tasks or the performance of the Services in accordance
                with the Service Levels, there will be no additional charge to Hercules
                for such work. If the work activities requested by Hercules cannot
                be
                provided by Supplier using personnel then assigned to Hercules without
                impacting the Service Levels, Hercules, in its sole discretion, may
                forego
                or delay any work activities or temporarily or permanently adjust
                the work
                to be performed by Supplier, the schedules associated therewith or
                the
                Service Levels to permit the performance of such work using personnel
                already assigned to perform the
                Services.

            


    

     

    
      	
              4.6

            	
              Right
                to In-Source or Use Third Parties; Cooperation.

            


    

     

    
      	 	
              (a)

            	
              Right
                of Use.
                Subject to Section
                2.7
                of
                Schedule
                J,
                this Agreement shall not be construed as a requirements contract,
                and
                notwithstanding anything to the contrary contained herein, shall
                not be
                interpreted to prevent Hercules or the Eligible Recipients from obtaining
                from third parties (each, an “Hercules
                Third Party Contractor”),
                or providing to themselves, any or all of the Services or any other
                services. In addition, subject to Section
                2.7
                of
                Schedule
                J,
                nothing in this Agreement shall be construed or interpreted as limiting
                Hercules' right or ability during the Term to add or delete Eligible
                Recipients or to increase or decrease its demand for Services. Nor
                shall
                anything in this Agreement be construed or interpreted as limiting
                Hercules' right or ability during the Term to change the requirements
                of
                Hercules or the Eligible Recipients with respect to any Service,
                change
                Service volumes and/or, subject to Section
                2.7
                of
                Schedule
                J,
                move parts of any Service in or out of scope. To the extent Hercules
                or an
                Eligible Recipient obtains from a Hercules Third Party Contractor,
                or
                provides to itself, any of the Services, the amount to be paid to
                Supplier
                by Hercules shall be equitably adjusted downward in accordance with
                Schedule
                J
                and in proportion to the portion of the Services that Supplier will
                no
                longer be providing or performing. Similarly, to the extent Hercules
                adds
                or deletes Eligible Recipients or increases or decreases its demand
                for
                Services, the amount to be paid to Supplier by Hercules shall be
                adjusted
                in accordance with Schedule
                J
                and the rates specified therein. 

            


    

     

    
      	 	
              (b)

            	
              Supplier
                Cooperation.
                

            


    

     

    
      	 	
              (i)

            	
              Supplier
                shall fully cooperate with and work in good faith with Hercules,
                the
                Eligible Recipients or Hercules Third Party Contractors as described
                in
                Schedule
                E
                or
                requested by Hercules and at no additional charge to Hercules, except
                as
                otherwise stated below in this Section
                4.6(b).
                Such cooperation may include: (A) timely providing access to any
                facilities being used to provide the Services, as necessary for Hercules
                personnel or Hercules Third Party Contractors to perform the work
                assigned
                to them (including to install and manage third party software and
                equipment to provide services to Hercules or Eligible Recipients);
                (B)
                timely providing reasonable electronic and physical access to the
                business
                processes and associated Equipment, Software and/or Systems to the
                extent
                necessary and appropriate for Hercules, the Eligible Recipients or
                Hercules Third Party Contractors to perform the work assigned to
                them; (C)
                timely providing written requirements, standards, policies or other
                documentation for the business processes and associated Equipment,
                Software or Systems procured, operated, supported or used by Supplier
                in
                connection with the Services; (D) ensuring that there is no degradation
                in
                the provision of the Services caused by the adjustments made by Supplier
                in transferring Services to a third party, Hercules or an Eligible
                Recipient; (E) at Hercules' request, providing access to Hercules
                Data to
                the Eligible Recipients and/or Hercules Third Party Contractors in
                the
                same manner and to the same extent access to such data is provided
                to
                Hercules, (F) timely providing cooperation and assistance in accordance
                with Section
                4.3
                to
                facilitate the orderly transfer of terminated Services from Supplier
                to
                Hercules, the Eligible Recipients and/or Hercules Third Party Contractors
                or (G) any other cooperation or assistance reasonably necessary for
                Hercules, the Eligible Recipients and/or Hercules Third
                Party

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Contractors
      to perform the work in question. Hercules personnel and Hercules Third Party
      Contractors shall comply with Supplier’s reasonable security and confidentiality
      requirements, and shall, to the extent performing work on Software, Equipment
      or
      Systems for which Supplier has operational responsibility, comply with
      Supplier’s reasonable standards, methodologies, and procedures. 

     

    
      	 	
              (ii)

            	
              If
                Supplier’s cooperation with Hercules or any Hercules Third Party
                Contractor goes beyond the reasonable amount of cooperation specified
                in
                Schedule
                E
                and causes Supplier to expend a materially greater level of effort,
                resources or expense than it would otherwise have expended in providing
                the Services, Hercules shall pay the applicable labor rate(s) for
                additional required personnel (or apply the applicable FTE hours
                against
                the Project Pool described in Schedule
                J)
                and reimburse Supplier for the additional Out-of-Pocket Expenses
                reasonably incurred by Supplier and directly attributable to such
                additional cooperation, provided that, (i) Supplier notifies Hercules
                of
                such additional amounts and obtains Hercules' approval prior to incurring
                them; and (ii) Supplier uses commercially reasonable efforts to minimize
                the amounts to be paid or reimbursed by Hercules. Notwithstanding
                the
                foregoing, Hercules shall incur no additional Charges or expenses
                if and
                to the extent such additional cooperation can be reasonably provided
                by
                Supplier’s program management personnel or other Supplier Personnel then
                assigned to the engagement for whom Hercules is not obligated to
                pay an
                additional Charge. If such cooperation cannot be provided by Supplier
                using such Supplier Personnel without impacting Supplier’s ability to meet
                the Service Levels and/or its other obligations under the Agreement,
                Supplier shall so advise Hercules and Hercules, in its sole discretion,
                may forego or delay any work activities or temporarily or permanently
                adjust the work to be performed by Supplier, the schedules associated
                therewith or the Service Levels to permit the provision of such
                cooperation using such personnel.

            


    

     

    
      	 	
              (c)

            	
              Notice
                by Supplier.
                Supplier shall immediately notify Hercules when it becomes aware
                that an
                act or omission of a Hercules Third Party Contractor will cause,
                or has
                caused, a problem or delay in providing the Services, and shall use
                commercially reasonable efforts to work with Hercules, the Eligible
                Recipients and the Hercules Third Party Contractor to prevent or
                circumvent such problem or delay. Supplier shall cooperate with Hercules,
                the Eligible Recipients and Hercules Third Party Contractors to resolve
                differences and conflicts arising between the Services and other
                activities undertaken by Hercules, the Eligible Recipients or Hercules
                Third Party Contractors. Subject to Section 10.2, any notification
                provided by Supplier in accordance with this Section
                4.6(c)
                shall not excuse Supplier from the performance of any of its obligations
                under this Agreement. 

            


    

     

    
      	
              4.7

            	
              Companion
                Agreements

            


    

     

    
      	 	
              (a)

            	
              At
                Hercules' request, the terms of this Master Agreement shall be
                incorporated by reference into individual Companion Agreements, which
                shall be executed by ---------HCL America, Inc. or an Affiliate of
                ---------HCL America, Inc. and Hercules Incorporated or
                an Eligible Recipient. All Services shall be provided by ---------HCL
                America, Inc. or
                the applicable Affiliate of ---------HCL America, Inc. pursuant
                to this Master Agreement or an executed Companion Agreement. Unless
                and to
                the extent an individual Companion Agreement expressly provides otherwise,
                each Companion Agreement shall incorporate by reference the terms
                and
                conditions of this Master Agreement and shall not be construed as
                altering
                or superseding the rights and obligations of the Parties under this
                Master
                Agreement. Unless and to the extent otherwise agreed, the form of
                the
                Companion Agreement shall be as set forth in Exhibit
                3.
                

            


    

     

    
      	 	
              (b)

            	
              Notwithstanding
                the foregoing, ---------HCL America, Inc. shall
                be responsible for any failure by an Affiliate of ---------HCL America,
                Inc. to
                perform in accordance with a Companion Agreement executed by such
                Affiliate or to comply with such Affiliate’s duties or obligations under
                such Companion Agreement to the same extent as if such failure to
                perform
                or comply was committed by ---------HCL America, Inc.,
                including,
                subject to Section
                18.3,
                any damages incurred by Hercules or an Eligible Recipient as a result
                of
                any such failure to perform or
                comply.

            


    

     

    
      	 	
              (c)

            	
              The
                Supplier Account Manager (and his or her designees(s)) shall
                remain responsible for the administration of this Master Agreement
                and the
                individual Companion Agreements on a day-to-day basis on behalf of
                Supplier (including decisions, consents, notices, acceptances and
                approvals) and only the Supplier Account Manager (and his or her
                designees(s)) shall be authorized to act on behalf of Supplier or
                to
                amend, modify,

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    change,
      waive or discharge their rights and obligations under this Master Agreement
      or
      such Companion Agreements. 

     

    
      	 	
              (d)

            	
              The
                Hercules Relationship Manager (and his or her designees(s)) shall
                remain responsible for the administration of this Master Agreement
                and the
                individual Companion Agreements on a day-to-day basis on behalf of
                Hercules and the Eligible Recipients (including decisions, consents,
                notices, acceptances and approvals) and only the Hercules Relationship
                Manager (and his or her designees(s)) shall be authorized to act
                on behalf
                of Hercules and the Eligible Recipients or to amend, modify, change,
                waive
                or discharge their rights and obligations under this Master Agreement
                or
                such Companion Agreements. 

            


    

     

    
      	
              5

            	
              REQUIRED
                CONSENTS 

            


    

     

    
      	
              5.1

            	
              Supplier
                Responsibility.

            


    

     

    At
      no
      additional cost to Hercules other than as expressly described in this
Section
      5,
      Supplier shall lead and undertake all administrative activities necessary to
      obtain all Required Consents. At Supplier’s reasonable request, Hercules will
      cooperate with Supplier in obtaining the Required Consents by executing
appropriate
      Hercules
      approved written communications and other documents prepared or provided by
      Supplier. Hercules shall be responsible for providing Hercules' letterhead,
      envelopes, postage and signatures to obtain such Required Consents. With
      Hercules' approval, Supplier shall exercise for the benefit of Hercules and
      the
      Eligible Recipients any rights Supplier has to utilize or transfer license
      rights or other applicable rights under Supplier’s existing third party
      licenses, leases or contracts, and the Parties shall cooperate in minimizing
      or
      eliminating any costs associated therewith.

     

    
      	
              5.2

            	
              Financial
                Responsibility.

            


    

     

    Supplier
      shall pay thirty percent (30%) of all transfer, re-licensing or termination
      fees
      or expenses associated with obtaining any Required Consents or terminating
      any
      licenses or agreements as to which Supplier is unable to obtain such Required
      Consents. Hercules shall pay the remaining seventy percent (70%) of such
      transfer, re-licensing or termination fees or expenses.

     

    
      	
              5.3

            	
              Contingent
                Arrangements.

            


    

     

    If,
      despite using all commercially reasonable efforts, Supplier is unable to obtain
      a Required Consent with respect to Hercules licensed Third Party Software,
      Supplier shall, at Hercules' option and with Hercules' consent, (i) replace
      the
      Hercules license for such Third Party Software with a Supplier license; (ii)
      replace such Third Party Software with other Software offering equivalent
      features and functionality, or (iii) secure the right to manage the Hercules
      licensed Third Party Software on behalf of Hercules. If, despite using all
      commercially reasonable efforts, Supplier is unable to obtain a Required Consent
      with respect to any other Hercules Third Party Contract, then, unless and until
      such Required Consent is obtained, Supplier shall manage such Third Party
      Contract on Hercules' behalf and perform all obligations and enforce all rights
      under such Third Party Contract as if Supplier were a party to the agreement
      in
      Hercules' place. If, despite using all commercially reasonable efforts,
      management of such Third Party
      Contract is not legally or contractually possible or Supplier is unable to
      obtain any other Required Consent, Supplier shall use all commercially
      reasonable efforts to determine and adopt, subject to Hercules' prior approval,
      such alternative approaches as are necessary and sufficient to provide the
      Services without such Required Consent. If such alternative approaches are
      required for a period longer than ninety (90) days following the Commencement
      Date, the Parties shall equitably adjust the terms and reduce the prices
      specified in this Agreement to reflect any additional costs being incurred
      by
      Hercules and any Services not being received by Hercules and the Eligible
      Recipients. Except as otherwise expressly provided herein, the failure to obtain
      any Required Consent shall not relieve Supplier of its obligations under this
      Agreement and Supplier shall not be entitled to any additional compensation
      or
      reimbursement amounts in connection with obtaining or failing to obtain any
      Required Consent or implementing any alternative approach.  

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              6

            	
              FACILITIES,
                SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION
                OF
                SERVICES

            


    

     

    
      	
              6.1

            	
              Service
                Facilities.
                

            


    

     

    
      	 	
              (a)

            	
              Service
                Facilities.
                Supplier and its Affiliates and Subcontractors shall provide the
                Services
                at or from (i) the Hercules Facilities described on Schedule
                O.1,
                (ii) the Supplier Facilities described on Schedule
                O.2,
                each of which shall be approved in advance by Hercules, or (iii)
                any other
                service location approved by Supplier and Hercules. Supplier shall
                obtain
                Hercules' prior approval for any proposed relocation by Supplier,
                its
                Affiliates or Subcontractors of the provision of a Service to a new
                or
                different Supplier Facility. Hercules acknowledges and has approved
                the
                Supplier Facilities set forth on Schedule
                O.2
                as
                of the Effective Date for the provision of the Services and
                scope thereof
                described therein. Supplier shall be financially responsible for
                all
                additional costs, taxes or expenses related to or resulting from
                any
                Supplier-initiated relocation to a new or different Supplier Facility,
                including any costs or expenses incurred or experienced by Hercules
                or any
                Eligible Recipient as a result of such
                relocation.

            


    

     

    
      	 	
              (b)

            	
              Supplier’s
                Responsibilities.
                Except as provided in Sections
                6.1(a), 6.2(a)
                and (b)
                and Section
                6.4(e),
                Supplier shall be responsible for providing all furniture, fixtures,
                Equipment, space and other facilities required to perform the Services
                and
                all upgrades, improvements, replacements and additions to such furniture,
                fixtures, Equipment, space and facilities. Without limiting the foregoing,
                Supplier shall provide (i) all maintenance, site management, site
                administration and similar services for the Supplier Facilities,
                (ii)
                uninterrupted power supply services for the Supplier Facilities.
                Supplier
                shall provide the foregoing in strict compliance with Hercules'
                then-current security policies, architecture requirements, standards,
                rules and procedures, unless and to the extent deviations are approved
                in
                advance by Hercules.

            


    

     

    
      	
              6.2

            	
              Hercules
                Facilities. 

            


    

     

    
      	 	
              (a)

            	
              Hercules
                Facilities.
                Hercules shall provide Supplier with the use of and access to the
                Hercules
                Facilities (or equivalent space) described in Schedule
                O.1
                for the periods specified therein solely as necessary for Supplier
                to
                perform its obligations under this Agreement. 
                All Hercules owned or leased assets provided for the use of Supplier
                under
                this Agreement shall remain in Hercules Facilities unless Hercules
                otherwise agrees. In addition, all improvements or modifications
                to
                Hercules Facilities requested by Supplier shall be (i) subject to
                review
                and approval in advance by Hercules, (ii) in strict compliance with
                Hercules' then-current policies, standards, rules and procedures,
                and
                (iii) performed by and through Hercules at Supplier’s expense. Supplier
                acknowledges and agrees that the facilities to be provided by Hercules
                are
                sufficient for performing the Services and for satisfying Supplier’s
                responsibilities under this Agreement. THE
                HERCULES FACILITIES ARE PROVIDED BY HERCULES TO SUPPLIER ON AN AS-IS,
                WHERE-IS BASIS. HERCULES EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS
                OR
                IMPLIED, AS TO THE HERCULES FACILITIES, OR THEIR CONDITION OR SUITABILITY
                FOR USE BY SUPPLIER.

            


    

     

    
      	 	
              (b)

            	
              Furniture,
                Fixtures and Equipment.
                At the Hercules Facilities described in Schedule
                O.1,
                Hercules shall provide office space and office furniture for the
                number of
                Supplier Personnel and for such periods specified in Schedule
                O.1.
                The office space and office furniture provided by Hercules for the
                use of
                Supplier Personnel will be generally comparable to the office space
                and
                office furniture provided to (i) the Hercules Personnel prior to
                the
                Commencement Date; or (ii) the then-standard office space and office
                furniture provided to similarly situated Hercules employees. Supplier
                Personnel using the office facilities provided by Hercules will be
                accorded reasonable access to the communications wiring in such facilities
                (including fiber, copper and wall jacks, subject to Section
                6.2(c)
                and the use of certain shared office equipment and services, such
                as
                photocopiers, local and long distance telephone service for
                Hercules-related calls, telephone handsets, mail service, office
                support
                service (e.g., janitorial), heat, light, and air conditioning; provided
                that such access and usage shall be solely for and in connection
                with the
                provision of Services by such Supplier Personnel, and provided further
                that Supplier shall reimburse Hercules for the additional incremental
                costs incurred by Hercules or the Eligible Recipients if and to the
                extent
                Supplier’s technology solution, service delivery model and/or inefficiency
                cause its usage or consumption of such resources to exceed historical
                levels. Supplier shall be financially responsible for providing all
                other
                office space, office furniture,
                fixtures

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    or
      office
      related equipment or services needed by Supplier or Supplier Personnel assigned
      to Hercules Facilities, and for all upgrades, replacements and additions to
      such
      office furniture, fixtures or equipment; provided that such office furniture,
      fixtures and equipment must be approved in advance by Hercules and meet
      Hercules' then-current standards, and provided further that Supplier shall
      use
      commercially reasonable efforts to purchase and use surplus Hercules furniture,
      fixtures and equipment to the extent available. 

     

    
      	 	
              (c)

            	
              Supplier’s
                Responsibilities Regarding Hercules' Network.
                

            


    

     

    
      	 	
              (i)

            	
              To
                the extent Supplier Personnel working on an ongoing basis at a Hercules
                Facility are, with Hercules' approval, connected directly to the
                network(s) of Hercules or an Eligible Recipient, the Equipment (and
                all
                Software installed thereon) used by such personnel shall be (i) subject
                to
                Section
                6.4(e),
                provided to the applicable Supplier Personnel by Hercules at Hercules'
                expense, (ii) maintained and supported by or through Hercules (including
                by Supplier as and to the extent provided in Schedule
                E),
                at Hercules' expense, and (iii) shall be and remain in strict compliance
                with Hercules' then-current security policies, architectures,
                requirements, standards, rules and procedures, unless and to the
                extent
                deviations are approved in advance by Hercules. Hercules shall load
                the
                Software image on such Equipment and Supplier shall not install or
                permit
                the installation of any other software on such Equipment without
                Hercules'
                prior approval. 

            


    

     

    
      	 	
              (ii)

            	
              To
                the extent Supplier Personnel working on an ongoing basis from a
                Supplier
                Facility are, with Hercules' approval, connected directly to the
                network(s) of Hercules or an Eligible Recipient, the Equipment (and
                all
                Software installed thereon) used by such personnel shall be (i) provided
                to the applicable Supplier Personnel by Supplier at Supplier's expense
                ,
                (ii) maintained and supported by or through Supplier, at Supplier's
                expense, and (iii) shall be and remain in strict compliance with
                Hercules’
                then-current security policies, architectures, requirements, standards,
                rules and procedures, unless and to the extent deviations are approved
                in
                advance by Hercules.

            


    

     

    
      	 	
              (d)

            	
              Security
                Breaches. Supplier
                shall promptly investigate any security breach of Hercules' networks
                or
                Systems associated with Supplier Personnel or the performance of
                the
                Services. Supplier shall notify Hercules and permit Hercules to
                participate in the audit or investigation of any such security breach.
                Supplier shall promptly (i) report the findings of any such audit
                or
                investigation to Hercules, (ii) provide Hercules with a copy of any
                written report prepared in connection therewith, and (iii) to the
                extent
                in Supplier’s areas of responsibility and control, prepare and (following
                Hercules approval) implement a remediation plan to remediate the
                effects
                of the security breach and prevent its recurrence.
                

            


    

     

    
      	 	
              (e)

            	
              Hercules
                Rules and Compliance.
                In performing the Services and using the Hercules Facilities, Supplier
                shall observe and comply with all Hercules policies, rules, and
                regulations (including those governing business practices, smoking,
                harassment, weapons, safety, security, drugs and alcohol) applicable
                to
                Hercules Facilities or the provision of the Services
                which have been communicated to Supplier or Supplier Personnel in
                advance
                by such means as are generally used by Hercules to disseminate such
                information to its employees or contractors, including those set
                forth on
                Schedules
                T.1
                and T.3
                and those applicable to specific Hercules Sites
                (collectively, “Hercules
                Rules”).
                The Parties acknowledge and agree that, as of the Commencement Date,
                Supplier is fully informed as to the Hercules Rules. Supplier shall
                be
                responsible for the promulgation and distribution of Hercules Rules
                to
                Supplier Personnel as and to the extent necessary and appropriate.
                In
                addition, Supplier and Supplier Personnel shall be responsible for
                familiarizing themselves with the premises and operations at each
                Hercules
                Site or Hercules Facility at, to or from which Services are rendered
                and
                the Hercules Rules applicable to each such Site or Facility. Additions
                or
                modifications to the Hercules Rules may be (i) communicated orally
                by
                Hercules or an Eligible Recipient directly to Supplier and Supplier
                Personnel, (ii) disclosed to Supplier and Supplier Personnel in writing,
                (iii) conspicuously posted at a Hercules Facility, (iv) electronically
                posted, or (v) communicated to Supplier or Supplier Personnel by
                means
                generally used by Hercules to disseminate such information to its
                employees or contractors. Supplier and Supplier Personnel shall observe
                and comply with such additional or modified Hercules
                Rules.

            


    

     

    
      	 	
              (f)

            	
              Physical
                Security at Hercules Facilities.
                Hercules is responsible for the physical security of the Hercules
                Facilities; provided, that Supplier shall be responsible for the
                safety
                and physical access and control of the areas that Supplier is using
                in
                performing the Services and Supplier shall not permit any person
                to have
                access to, or control of, any such area unless such access or control
                is
                permitted in accordance with
                control

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    procedures
      approved by Hercules or any higher standard agreed to by Hercules and Supplier.
      Supplier shall be solely responsible for compliance by Supplier Personnel with
      such control procedures, including obtaining advance approval to the extent
      required.

     

    
      	 	
              (g)

            	
              Use
                of Hercules Facilities.

            


    

     

    
      	 	
              (i)

            	
              Unless
                Supplier obtains Hercules' prior written agreement, which Hercules
                may
                withhold in its sole discretion, Supplier shall use the Hercules
                Facilities, and the Equipment and Software located therein, only
                to
                provide the Services to Hercules and the Eligible
                Recipients.

            


    

     

    
      	 	
              (ii)

            	
              Hercules
                reserves the right to relocate any Hercules Facility from which the
                Services are then being provided by Supplier to another geographic
                location; provided that, in such event, Hercules will provide Supplier
                with comparable office space in the new geographic location. In such
                event, Hercules shall pay the applicable labor rate(s) for additional
                personnel reasonably required by Supplier and for the incremental
                Out-of-Pocket Expenses reasonably incurred by Supplier in physically
                relocating to such new geographic location; provided that such relocation
                is not expressly contemplated in this Agreement, and that Supplier
                notifies Hercules of such additional required personnel and incremental
                Out-of-Pocket Expenses, obtains Hercules' approval prior to using
                such
                personnel or incurring such expenses, and uses commercially reasonable
                efforts to minimize such personnel and
                expenses.

            


    

     

    
      	 	
              (iii)

            	
              Hercules
                also reserves the right to direct Supplier to cease using all or
                part of
                the space in any Hercules Facility from which the Services are then
                being
                provided by Supplier and to thereafter use such space for its own
                purposes. In such event, Hercules shall reimburse Supplier for any
                reasonable incremental Out-of-Pocket Expenses incurred by Supplier
                in
                leasing substitute space and physically relocating to such space;
                provided
                that such relocation is not expressly contemplated in this Agreement
                and
                that Supplier notifies Hercules of such incremental Out-of-Pocket
                Expenses, obtains Hercules' approval prior to incurring such expenses;
                and
                uses commercially reasonable efforts to minimize such
                expenses.

            


    

     

    
      	 	
              (h)

            	
              Conditions
                for Return.
                When the Hercules Facilities are no longer to be used by Supplier
                as
                contemplated by Section
                6.2
                or
                are otherwise no longer required for performance of the Services,
                Supplier
                shall notify Hercules as soon as practicable and shall vacate and
                return
                such Hercules Facilities (including any improvements to such facilities
                made by or at the request of Supplier) to Hercules in substantially
                the
                same condition as when such facilities were first provided to Supplier,
                subject to reasonable wear and
                tear.

            


    

     

    
      	 	
              (i)

            	
              No
                Violation of Laws.
                Supplier shall (i) treat, use and maintain the Hercules Facilities
                in a
                reasonable manner, and (ii) ensure that neither Supplier nor any
                of its
                Subcontractors commits, and use all reasonable efforts to ensure
                that no
                business visitor or invitee commits, any act in violation of any
                Laws in
                such Supplier occupied Hercules Facility or any act in violation
                of
                Hercules' insurance policies or in breach of Hercules' obligations
                under
                the applicable real estate leases in such Supplier occupied Hercules
                Facilities (in each case, to the extent Supplier has received notice
                of
                such insurance policies or real estate leases or should reasonably
                be
                expected to know of such obligations or limitations).
                

            


    

     

    
      	
              6.3

            	
              Supplier
                Facilities.

            


    

     

    During
      the Term, Supplier shall provide to Hercules, at no charge and upon reasonable
      advance notice, (i) reasonable access to and use of the Supplier Facilities
      from
      which the Services are being performed, and (ii) access to reasonable
      work/conference space at such Supplier Facilities for the conduct of Hercules'
      business relating to the Services. In addition, at Hercules' request, Supplier
      shall provide reasonable access to and use of such Supplier Facilities by
      Hercules, the Eligible Recipients or Hercules Third Party Contractors as and
      to
      the extent provided in Section
      4.6.

     

    
      	
              6.4

            	
              Software,
                Equipment and Third Party Contracts.
                

            


    

     

    
      	 	
              (a)

            	
              Financial
                Responsibility.
                Supplier shall be responsible for any third party fees or expenses
                on or
                after the Commencement Date (or, if later, the date on which Supplier
                assumes responsibility for the Services
                in

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    question
      in accordance with the Transition Plan) associated with Software, Equipment,
      Equipment leases and Third Party Contracts for which Supplier is financially
      responsible under Schedule
      E
      or
J.1.
      Hercules shall be responsible for third party fees or expenses incurred on
      or
      after the Commencement Date (or, if later, the date on which Supplier assumes
      responsibility for the Services in question in accordance with the Transition
      Plan) associated with Software, Equipment, Equipment leases and Third Party
      Contracts for which Hercules is financially responsible under Schedule
      E
      or
J.1.
      Unless
      otherwise expressly provided, each Party also shall be responsible for any
      third
      party fees or expenses on or after the Commencement Date (or, if later, the
      date
      on which Supplier assumes responsibility for the Services in question in
      accordance with the Transition Plan) associated with new, substitute or
      replacement Software, Equipment, Equipment leases or Third Party Contracts
      (including Upgrades, enhancements, new versions or new releases of such Software
      or Equipment) for which such Party
      is
      financially responsible under Schedule
      E
      or
J.1.
      

     

    
      	 	
              (b)

            	
              Operational
                Responsibility.
                With respect to Software, Equipment, Equipment leases and related
                Third
                Party Contracts for which Supplier is operationally responsible under
                Schedule
                E
                or
                J.1,
                Supplier shall be responsible for (i) the evaluation, procurement,
                testing, installation, rollout, use, support, management, administration,
                operation and maintenance of such Software, Equipment, Equipment
                leases
                and Third Party Contracts, as and to the extent provided in Schedule
                E (including
                the “Vendor Management” Section of Schedule
                E.1);
                (ii) the evaluation, procurement, testing, installation, rollout,
                use,
                support, management, administration, operation and maintenance of
                new,
                substitute or replacement Software, Equipment, Equipment leases and
                Third
                Party Contracts (including Upgrades, enhancements, new versions or
                new
                releases of such Software), as and to the extent provided in
                Schedule E (including
                the “Vendor Management” Section of Schedule
                E.1;
                (iii) the
                performance,
                availability, reliability, compatibility and interoperability of
                such
                Software, Equipment and Third Party Contracts, each in accordance
                with
                this Agreement, including the Service Levels and Change Control
                Procedures; (iv) compliance with and performance of all operational,
                administrative and contractual obligations specified in the applicable
                Software licenses, Equipment leases and Third Party Contracts; (v)
                the
                administration and exercise as appropriate of all rights available
                under
                such licenses, leases and contracts; and (vi) the payment of any
                fees,
                penalties, charges, interest or other expenses due and owing under
                or with
                respect to such licenses, leases and contracts that are incurred,
                caused
                by or result from Supplier’s failure to comply with or perform its
                obligations under this Section
                6.4(b)
                (except to the extent that such failure directly results from a breach
                by
                Hercules of its obligations under this Agreement).
                

            


    

     

    
      	 	
              (c)

            	
              Rights
                Upon Expiration/Termination.
                With respect to all Third Party Software licenses, Equipment leases
                and
                Third Party Contracts for which Supplier is financially responsible
                under
                Schedule
                E
                or
                J.1,
                Supplier shall use all commercially reasonable efforts to (i) obtain
                for
                Hercules, the Eligible Recipients and/or their designee(s) the license,
                sublicense, assignment and other rights specified in Sections
                4.3(b)
                and 14.6,
                (ii) ensure that the granting of such license, sublicense, assignment
                and
                other rights is not subject to subsequent third party approval or
                the
                payment by Hercules, the Eligible Recipients or their designee(s)
                of
                license, assignment or transfer fees, (iii) ensure that the terms,
                conditions and prices applicable to Hercules, the Eligible Recipients
                and/or their designee(s) following expiration or termination are
                no less
                favorable than those otherwise applicable to Supplier, and at least
                sufficient for the continuation of the activities comprising the
                Services,
                and (iv) ensure that neither the expiration/termination of this Agreement
                nor the assignment of the license, lease or contract will trigger
                less
                favorable terms, conditions or pricing. If Supplier is unable to
                obtain
                any such rights and assurances, it shall notify Hercules in advance
                and
                shall not use such Third Party Software license, Equipment lease
                or Third
                Party Contract without Hercules' approval (and absent such approval,
                Supplier’s use of any such Third Party Software license, Equipment lease
                or Third Party Contract shall obligate Supplier to obtain or arrange,
                at
                no additional cost to Hercules, for such license, sublicense, assignment
                or other right for Hercules, the Eligible Recipients and their designee(s)
                upon expiration or termination). If
                Hercules consents to Supplier’s use of specific Third Party Software
                licenses, Equipment leases or Third Party Contracts under these
                circumstances, such consent shall be deemed to be conditioned on
                Supplier’s commitment to use all commercially reasonable efforts to cause
                such third party to agree at expiration or termination of this Agreement
                or the completion of Termination Assistance Services to permit Hercules,
                the Eligible Recipients and/or their designee(s) to assume prospectively
                the license, lease or contract in question or to enter into a new
                license,
                lease or contract with Hercules, the Eligible Recipients and/or their
                designee(s) on substantially the same terms and conditions, including
                price. If Hercules consents to Supplier’s use of specific Third Party
                Software licenses, Equipment leases or Third Party Contracts
                under

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    these
      circumstances, such Third Party Software licenses, Equipment leases or Third
      Party Contracts shall be added to Schedule
      U.
      

     

    
      	 	
              (d)

            	
              Evaluation
                of Third Party Software, Equipment.
                In addition to its obligations under Section
                6.4(a)
                and (b)
                and in order to facilitate Hercules' control of architecture, standards
                and plans pursuant to Section
                9.5,
                Supplier shall use all commercially reasonable efforts to evaluate
                any
                Third Party Software and Equipment selected by or for Hercules or
                an
                Eligible Recipient to determine whether such Software and Equipment
                will
                adversely affect Hercules' environment, Hercules' ability to interface
                with and use the Software, Equipment and Systems and/or Supplier’s ability
                to provide the Services. Supplier shall complete and report the results
                of
                such evaluation to Hercules within fifteen (15) days of its receipt
                of
                Hercules' request; provided, that Supplier shall use all commercially
                reasonable efforts to respond more quickly in the case of a pressing
                business need or an emergency
                situation.

            


    

     

    
      	 	
              (e)

            	
              Hercules
                Provided Equipment.
                Hercules shall provide Supplier with the Hercules owned and leased
                Equipment identified on Schedule
                O.3
                (collectively, the “Hercules
                Provided Equipment”)
                for the periods specified in such Schedule for use by Supplier and
                Supplier Personnel in performing the Services. Upon the expiration
                of the
                period specified in Schedule
                O.3
                for each item of Hercules Provided Equipment (or when such Hercules
                Provided Equipment is no longer required by Supplier for the performance
                of the Services), Supplier shall promptly return such Hercules Provided
                Equipment in accordance with Section
                6.4(f).
                THE HERCULES PROVIDED EQUIPMENT IS PROVIDED BY HERCULES TO SUPPLIER
                ON AN
                AS-IS, WHERE-IS BASIS. HERCULES EXPRESSLY DISCLAIMS ANY WARRANTIES,
                EXPRESS OR IMPLIED, AS TO THE HERCULES PROVIDED EQUIPMENT, OR ITS
                CONDITION OR SUITABILITY FOR USE BY SUPPLIER TO PROVIDE THE SERVICES,
                INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS
                FOR
                A PARTICULAR PURPOSE.

            


    

     

    
      	 	
              (f)

            	
              Notice
                of Decommissioning.
                Supplier agrees to notify Hercules promptly if and to the extent
                any
                Hercules or Eligible Recipient owned Equipment or Hercules or Eligible
                Recipient leased Equipment will no longer be used to provide the
                Services.
                The notification will include the identification of the Equipment,
                and the
                date it will no longer be needed by Supplier, along with the reason
                for
                decommissioning. Upon receipt of any such notice, Hercules may (or
                may
                cause the applicable Eligible Recipient to), in its sole discretion,
                terminate the Equipment lease for such leased Equipment as of the
                date
                specified in such notice and sell or otherwise dispose of or redeploy
                such
                Hercules or Eligible Recipient owned Equipment that is the subject
                of such
                a notice as of the date specified in such notice. Upon Supplier ceasing
                to
                use any Equipment (or, in the case of leased Equipment, upon the
                last day
                Hercules or Eligible Recipient is obligated to make such leased Equipment
                available to Supplier, if earlier), Supplier shall return the same
                to
                Hercules, the Eligible Recipients and/or their designee(s) in condition
                at
                least as good as the condition thereof on the Commencement Date,
                ordinary
                wear and tear excepted. Supplier shall deliver such Equipment to
                the
                location designated by Hercules, the Eligible Recipients and/or their
                designee(s) and Hercules shall be responsible for any Out-of-Pocket
                Expenses reasonably incurred by Supplier in transporting such Equipment
                to
                such location.

            


    

     

    
      	 	
              (g)

            	
              Surplus
                Equipment.
                Supplier shall manage the disposal of any surplus Equipment owned
                by
                Hercules and shall use commercially reasonable efforts to optimize
                the Net
                Disposal Value of such surplus Equipment for the benefit of Hercules.
                The
                “Net
                Disposal Value”
                shall mean the (i) amount received from the disposal of Hercules
                owned
                Equipment, less (ii) the Out-of-Pocket Expenses reasonably incurred
                by
                Supplier in connection with such disposal. The Net Disposal Value
                of any
                surplus Equipment disposed of pursuant to this provision shall be
                credited
                to Hercules if (i) is greater than (ii) or charged to Hercules if
                (ii) is
                greater than (i) on the invoice immediately following the date of
                such
                disposal.. Supplier shall obtain Hercules’ consent to dispose of any
                Hercules-owned Equipment before disposing of such Equipment. Supplier
                shall maintain reasonable documentation regarding the disposition
                of such
                surplus Equipment, including the costs of and revenues from disposal,
                and
                shall make such documentation available to Hercules upon Hercules’
                request.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              6.5

            	
              Reserved.

            


    

     

    
      	
              6.6

            	
              Managed
                Third Parties.
                

            


    

     

    (a)          
      Fully
      Managed Third Parties.
      With
      respect to Managed Third Parties designated on Schedule
      D.2 as
      “Fully
      Managed Third Parties”
and
      any
      substitute or replacement therefor (each a “Fully
      Managed Third Party”),
      Supplier shall ensure that such Fully Managed Third Parties perform in
      accordance with this Agreement, including Service Levels, and comply with all
      applicable duties and obligations imposed on Supplier under this Agreement.
      Unless otherwise specified in Schedule
      D.2
      or
      agreed in writing by the Parties, the performance of such Fully Managed Third
      Parties shall be included in determining Supplier’s compliance with applicable
      Service Levels in Schedule
      G
      and
      Supplier shall be responsible for any Service Level Credits incurred as a result
      of any failure by such Fully Managed Third Parties or their personnel to perform
      in accordance with such Service Levels. Supplier shall manage each such Fully
      Managed Third Party and administer each such Third Party Contract as described
      in Section
      6.6(b)(i)-(x)
      below.
      Upon the expiration or termination for cause or convenience of a Fully Managed
      Third Party contract, Supplier shall be responsible for the continued
      performance of the services in accordance with this Agreement and shall either
      provide such services itself or enter into a contract for such services with
      a
      replacement Fully Managed Third Party. 

     

    (b)         
      General
      Managed Third Parties.
      With
      respect to Managed Third Parties identified on Schedule
      D.2
      as
“General
      Managed Third Parties,”
and
      any
      substitute or replacement therefor (each a “General
      Managed Third Party”),
      Supplier shall perform the following activities with respect to the management
      and administration of Third Party Contracts between Hercules (and/or the
      Eligible Recipients) and such General Managed Third Parties, except as modified
      in Schedule
      D.2:
      

     

    (i)manage
      the Managed Third Parties, including monitoring operational day-to-day service
      delivery, monitoring performance, escalating problems for resolution, and
      maintaining technical support relationships;

     

    
      	 	
              (ii)

            	
              as
                requested by Hercules, work with Hercules to manage new and existing
                contractual relationships between Hercules and Managed Third Parties
                as
                needed to provide the Services;

            


    

     

    
      	 	
              (iii)

            	
              oversee
                Managed Third Party delivery of services and compliance with the
                Service
                Levels and the performance standards contained in Hercules’ agreement with
                the Managed Third Party;

            


    

     

    
      	 	
              (iv)

            	
              notify
                Hercules and the Managed Third Party of each Managed Third Party
                failure
                to perform in accordance with the Service Levels contained in Schedule
                G
                or
                the performance standards or other terms and conditions contained
                in
                Hercules’ agreement with the Managed Third
                Party;

            


    

     

    
      	 	
              (v)

            	
              escalate
                Managed Third Party performance failures to Managed Third Party management
                as necessary to achieve timely
                resolution;

            


    

     

    
      	 	
              (vi)

            	
              monitor
                and manage the Managed Third Party’s efforts to remedy a failure of
                performance;

            


    

     

    
      	 	
              (vii)

            	
              communicate
                to Hercules the status of the Managed Third Party’s efforts to remedy a
                failure of performance; 

            


    

     

    
      	 	
              (viii)

            	
              recommend
                retention, replacement, modification, or termination of the Managed
                Third
                Party based on the performance or cost benefits to Hercules as tracked
                by
                Supplier; and

            


    

     

    
      	 	
              (ix)

            	
              participate
                and assist in the re-sourcing (e.g., extension, renegotiation or
                replacement) of such Managed Third Parties as and to the extent described
                in Schedule
                D.2.

            


    

     

    (c)         
      Financial
      Responsibility.
      Unless
      otherwise specified in Schedule
      D.2
      or
Schedule
      J.1
      or
      agreed in writing by the Parties, the invoiced charges of Managed Third Parties
      shall be treated as a Pass-Through Expense. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              6.7

            	
              Notice
                of Defaults.

            


    

     

    Hercules
      and Supplier shall promptly inform the other Party in writing of any breach
      of,
      or misuse or fraud in connection with, any Third Party Contract, Equipment
      lease
      or Third Party Software license used in connection with the Services of which
      it
      becomes aware and shall cooperate with the other Party to prevent or stay any
      such breach, misuse or fraud.

     

    
      	
              7

            	
              SERVICE
                LEVELS

            


    

    

      
        	
                7.1

              	
                General.

              


      

       

    

    General
      Performance Standards.
      Beginning on the Commencement Date (or, if later, the date on which Supplier
      assumes responsibility for the Services in question in accordance with the
      Transition Plan), Supplier shall perform each Service at levels of accuracy,
      quality, completeness, timeliness, responsiveness and resource efficiency that
      are at least equal to those received by Hercules or the Eligible Recipients
      prior to such date. In addition, Supplier shall perform the Services at levels
      of accuracy, quality, completeness, timeliness, responsiveness, resource
      efficiency and productivity that are equal to or higher than the accepted
      industry standards of leading providers of ITO services. 

     

    
      	 	
              (a)

            	
              Service
                Level Performance Standards.
                Beginning on the Commencement Date (or, if later, the date on which
                Supplier assumes responsibility for the Services in question in accordance
                with the Transition Plan) Supplier shall perform the Services so
                as to
                meet or exceed the Service Levels set forth in Schedule
                G.
                To the extent the Parties have established a Service Level for a
                specific
                Service, the obligations described in Section
                7.1(a)
                shall not be construed to alter, expand or supersede such Service
                Level.
                

            


    

     

    
      	 	
              (b)

            	
              Multiple
                Service Levels.
                If more than one Service Level applies to any particular obligation
                of
                Supplier, Supplier shall perform in accordance with the most stringent
                of
                such Service Levels.

            


    

     

    
      	 	
              (c)

            	
              Responsibility.
                Supplier shall be responsible for meeting or exceeding the applicable
                Service Levels even where doing so is dependent on the provision
                of
                Services by (i) Subcontractors or (ii) Managed Third Parties, to
                the
                extent provided in Schedule
                D.2 or E.
                

            


    

     

    
      	
              7.2

            	
              Service
                Level Credits; Deliverable
                Credits.

            


    

     

    
      	 	
              (a)

            	
              Service
                Level Credits.
                Supplier recognizes that Hercules is paying Supplier to deliver certain
                Services at specified Service Levels. If Supplier fails to meet such
                Service Levels, then, in addition to other remedies available to
                Hercules,
                Supplier shall pay or credit to Hercules the performance credits
                specified
                in Schedule
                G
                (“Service
                Level Credits”)
                in
                recognition of the diminished value of the Services resulting from
                Supplier’s failure to meet the agreed upon level of performance, and not
                as a penalty. Under no circumstances shall the imposition of Service
                Level
                Credits be construed as Hercules' sole or exclusive remedy for any
                failure
                to meet the Service Levels. However, if
                Hercules recovers monetary damages from Supplier as a result of Supplier’s
                failure to meet a Service Level, Supplier shall be entitled to set-off
                against such damages any Service Level Credits paid for the failure
                giving
                rise to such recovery. Service Level Credits are not counted toward
                and
                are not subject to the overall cap on Supplier’s liability. For avoidance
                of doubt, unless otherwise specified in Schedule
                G,
                Supplier’s performance under the Master Agreement and all Companion
                Agreements shall be measured and reported in the aggregate for purposes
                of
                determining Supplier’s compliance with applicable Service Levels and
                calculating and assessing any resulting Service Level Credits.
                

            


    

     

    
      	 	
              (b)

            	
              Deliverable
                Credits. Supplier
                recognizes that Hercules is paying Supplier to provide certain Critical
                Deliverables by the time and in the manner agreed by the Parties.
                If
                Supplier fails to meet its obligations with respect to such Critical
                Deliverables, then, in addition to other remedies available to Hercules,
                Supplier shall pay or credit to Hercules the Deliverable Credits
                specified
                in Schedules
                G, H and/or H.1 or
                established by Hercules as part of the project approval process on
                a case
                by case basis in recognition of the diminished value of the Services
                resulting from Supplier’s failure to meet the agreed upon level of
                performance, and not as a penalty. If Hercules recovers monetary
                damages
                from Supplier as a result of Supplier’s failure to meet its obligations
                with respect to one (1) or more Critical Deliverables, Supplier shall
                be
                entitled to set-off against such damages any Deliverable Credits
                paid for
                the failure(s) giving rise to such recovery.


            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Deliverable
      Credits are not counted toward and are not subject to the overall cap on
      Supplier’s liability and are in addition to Service Level Credits.

     

    
      	
              7.3

            	
              Problem
                Analysis.

            


    

     

    If
      Supplier fails to provide Services in accordance with the Service Levels and/or
      the terms of this Agreement, Supplier shall (after restoring service or
      otherwise resolving any immediate problem) (i) promptly investigate and report
      on the causes of the problem; (ii) provide a Root Cause Analysis of such failure
      as soon as practicable after such failure or at Hercules' request (iii) correct
      the problem as soon as practicable (regardless of cause or fault) or coordinate
      the correction of the problem if Supplier does not have responsibility for
      the
      cause of the problem; (iv) advise Hercules of the status of remedial efforts
      being undertaken with respect to such problem; (v) demonstrate to Hercules'
      reasonable satisfaction that the causes of such problem have been or will be
      corrected on a permanent basis; and (vi) take all commercially reasonable action
      to prevent any recurrence of such problem. Supplier shall use all commercially
      reasonable efforts to complete
      the Root
      Cause Analysis within fifteen (15) days of a failure; provided that, if it
      is
      not capable of being completed within fifteen (15) days using reasonable
      diligence, Supplier shall complete such Root Cause Analysis as quickly as
      possible and shall notify Hercules prior to the end of the initial fifteen
      (15)
      day period as to the status of the Root Cause Analysis and the estimated
      completion date.

     

    
      	
              7.4

            	
              Continuous
                Improvement Reviews. 

            


    

     

    
      	 	
              (a)

            	
              Improvement
                of Service Quality.
                Supplier acknowledges that the quality of the Services provided in
                certain
                Service areas can be improved during the Term and agrees that the
                Service
                Levels in such Service areas can be enhanced periodically in recognition
                of the anticipated improvement in service quality. Supplier will
                use
                commercially reasonable efforts to improve the quality of the Services
                provided in such areas to meet or exceed the enhanced Service Levels
                and
                shall do so at no additional charge to
                Hercules.

            


    

     

    
      	 	
              (b)

            	
              Increase
                of Service Levels.
                In addition to the foregoing, Hercules and Supplier shall periodically
                review the Service Levels and the performance data collected and
                reported
                by Supplier in accordance with Schedule
                G,
                and relevant industry data and trends on
                an annual basis (or more frequently if requested by Hercules).
                Supplier shall give Hercules any assistance it reasonably requires
                to
                review and verify such data. As part of such review process, the
                Parties
                shall, at no additional cost to Hercules, improve the Service Levels
                as
                and to the extent provided in Schedule
                G.
                In addition, subject to Section
                4.4
                and Schedule
                G,
                the Parties shall agree, to the extent reasonable and appropriate,
                to (i)
                improve the Service Levels to reflect improved performance capabilities
                associated with advances in the proven processes, technologies and
                methods
                available to perform the Services; (ii) add new Service Levels to
                permit
                further measurement or monitoring of the accuracy, quality, completeness,
                timeliness, responsiveness, cost-effectiveness, or productivity of
                the
                Services; (iii) modify or increase the Service Levels to reflect
                changes
                in the processes, architecture, standards, strategies, needs or objectives
                defined by Hercules; and (iv) modify or increase the Service Levels
                to
                reflect agreed upon changes in the manner in which the Services are
                performed by Supplier.

            


    

     

    
      	
              7.5

            	
              Measurement
                and Monitoring.

            


    

     

    On
      or
      before the Commencement Date or as otherwise provided in Schedule
      G,
      Supplier shall implement measurement and monitoring tools and metrics as well
      as
      standard reporting procedures, all acceptable to Hercules, to measure and report
      Supplier’s performance of the Services at a level of detail sufficient, as
      determined by Hercules, to verify Supplier’s compliance with the applicable
      Service Levels. As of the Effective Date, it is the understanding and
      expectation of the Parties that Supplier will use the measurement and monitoring
      tools used by Hercules as of such date and that, in addition to such tools,
      Supplier will provide, implement and use a tool known as "My Dashboard."
      Hercules or its designee shall have the right to audit all such measurement
      and
      reporting tools, performance metrics and reporting procedures. Supplier shall
      provide Hercules with on-line access to up-to-date problem management data
      and
      other data regarding the status of service problems, service requests and user
      inquiries. Supplier also shall provide Hercules with access to the data used
      by
      Supplier to calculate its performance against the Service Levels and the
      measurement and monitoring tools and procedures utilized by Supplier to generate
      such data for purposes of audit and verification. Hercules shall not be required
      to pay any amount in addition to the Charges for such measurement and monitoring
      tools or the resource utilization associated with their use. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              7.6

            	
              Satisfaction
                Surveys.

            


    

     

    
      	 	
              (a)

            	
              General. At
                specified intervals, Supplier and/or independent third parties engaged
                by
                Supplier shall conduct the satisfaction surveys described in Schedule
                Q
                in
                accordance with the survey protocols and procedures specified therein.
                To
                the extent Supplier engages an independent third party to perform
                all or
                any part of any satisfaction survey, such third party shall be approved
                in
                advance by Hercules. Supplier shall be responsible for the expenses
                of all
                such surveys conducted pursuant to this Section
                7.6(a) and
                Schedule Q.
                 

            


    

     

    
      	 	
              (b)

            	
              Hercules
                Conducted Surveys.
                In addition to the satisfaction surveys to be conducted pursuant
                to
                Section
                7.6(a),
                Hercules may survey satisfaction with Supplier’s performance in connection
                with and as part of broader satisfaction surveys periodically conducted
                by
                Hercules and/or independent third parties engaged by Hercules. At
                Hercules' request, Supplier shall cooperate and assist Hercules with
                the
                formulation of the survey questions, protocols and procedures and
                the
                execution and review of such surveys. At Hercules' request, Supplier
                shall
                provide data to Hercules or such third party to enable such
                surveys.

            


    

     

    
      	 	
              (c)

            	
              Survey
                Follow-up.
                If the results of any satisfaction survey conducted pursuant to
                Section
                7.6(a)
                or
                (b)
                indicate that the level of satisfaction with Supplier’s performance is
                less than the target level specified by Hercules in Schedule Q,
                Supplier shall promptly: (i) analyze and report on the root cause
                of such
                dissatisfaction; (ii) develop an action plan to address and improve
                the
                level of satisfaction; (iii) present such plan to Hercules for its
                review,
                comment and approval; and (iv) take action in accordance with the
                approved
                plan and as necessary to improve the level of satisfaction. Hercules
                and
                Supplier shall establish a schedule for completion of a root cause
                analysis and the preparation and approval of the action plan which
                shall
                be reasonable and consistent with the severity and materiality of
                the
                problem; provided, that the time for completion of such tasks shall
                not
                exceed thirty (30) days from the date such user survey results are
                finalized and reported. Supplier’s action plan developed hereunder shall
                specify the specific measures to be taken by Supplier and the dates
                by
                which each such action shall be completed. Following completion of
                the
                measures described in such action plan, Supplier shall conduct follow-up
                surveys with the affected Hercules management and/or Authorized Users
                to
                confirm that the cause of any dissatisfaction has been addressed
                and that
                the level of satisfaction has improved. The Parties recognize that
                Supplier’s failure to take the actions set forth in such action plan by
                the agreed upon dates may have an adverse impact on the business
                and
                operations of Hercules and the Eligible Recipients. Accordingly,
                if
                Supplier fails to take the actions set forth in the action plan by
                the
                agreed upon dates, then, in addition to any other remedies available
                to
                Hercules under this Agreement, at law or in equity, Supplier shall
                pay to
                Hercules the applicable Deliverable Credits specified in Schedule
                G
                or
                the applicable action plan. 

            


    

    

      
        	
                7.7

              	
                Notice
                  of Adverse Impact.

              


      

       

    

    If
      Supplier becomes aware of any failure by Supplier to comply with its obligations
      under this Agreement or any other situation (i) that has impacted or reasonably
      could impact the maintenance of Hercules' or any Eligible Recipient’s financial
      integrity or internal controls, the accuracy of Hercules' or any Eligible
      Recipient’s financial, accounting, safety, security, manufacturing/production
      quality or human resources records and reports, or compliance with Hercules
      Standards or applicable Laws, or (ii) that has had or reasonably could have
      any
      other material adverse impact on the Services in question or the impacted
      business operations of Hercules or the Eligible Recipients, then, Supplier
      shall
      immediately inform Hercules in writing of such situation and the impact or
      expected impact and Supplier and Hercules shall meet to formulate an action
      plan
      to minimize or eliminate the impact of such situation.

     

    
      	
              8

            	
              PROJECT
                PERSONNEL 

            


    

     

    
      	
              8.1

            	
              Key
                Supplier Personnel.

            


    

     

    
      	 	
              (a)

            	
              Approval
                of Key Supplier Personnel.

            


    

     

    
      	 	
              (i)

            	
              Prior
                to the Commencement Date, Hercules shall designate up to ten (10)
                positions to be held by Key Supplier Personnel. Supplier shall identify
                and obtain Hercules' approval of all Key Supplier Personnel prior
                to the
                Commencement Date. The positions designated by Hercules and the
                Key

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Supplier
      Personnel that have been selected and approved as of the Effective Date are
      listed in Schedule
      C.

     

    
      	 	
              (ii)

            	
              Before
                assigning an individual to act as one of the Key Supplier Personnel,
                whether as an initial assignment or a subsequent assignment, Supplier
                shall notify Hercules of the proposed assignment, shall introduce
                the
                individual to appropriate Hercules representatives, shall provide
                reasonable opportunity for Hercules representatives to interview
                the
                individual, and shall provide Hercules with a resume and such other
                information about the individual as may be reasonably requested by
                Hercules. If Hercules in good faith objects to the proposed assignment,
                the Parties shall attempt to resolve Hercules' concerns on a mutually
                agreeable basis. If the Parties have not been able to resolve Hercules'
                concerns within five (5) business days of Hercules communicating
                its
                concerns, Supplier shall not assign the individual to that position
                and
                shall propose to Hercules the assignment of another individual of
                suitable
                ability and qualifications.

            


    

     

    
      	 	
              (iii)

            	
              Hercules
                may from time to time reasonably change the positions designated
                as Key
                Supplier Personnel under this Agreement with Supplier’s approval which
                shall not be unreasonably withheld.

            


    

     

    
      	 	
              (b)

            	
              Continuity
                of Key Supplier Personnel.
                Supplier shall cause each of the Key Supplier Personnel to devote
                full
                time and effort to the provision of Services under this Agreement
                for, at
                a minimum, the period specified in Schedule
                C
                from the date he or she assumes the position in question (provided
                that,
                in the case of Key Supplier Personnel assigned prior to the Commencement
                Date, the minimum period shall be the period specified in Schedule
                C
                from the Commencement Date). Supplier shall not transfer, reassign
                or
                remove any of the Key Supplier Personnel (except as a result of voluntary
                resignation, involuntary termination for cause, illness, disability,
                or
                death) or announce its intention to do so during the specified period
                without Hercules' prior approval, which Hercules may withhold in
                its
                reasonable discretion and self-interest. In the event of the voluntary
                resignation, involuntary termination for cause, illness, disability
                or
                death of one of its Key Supplier Personnel during or after the specified
                period, Supplier shall (i) give Hercules as much notice as reasonably
                possible of such development, and (ii) expeditiously identify and
                obtain
                Hercules' approval of a suitable replacement. In addition, even after
                the
                period specified in Schedule
                C,
                Supplier shall transfer, reassign or remove one of its Key Supplier
                Personnel only after (i) giving Hercules reasonable prior notice
                of such
                action, (ii) identifying and obtaining Hercules' approval of a suitable
                replacement at least thirty (30) days prior to such transfer, reassignment
                or removal, (iii) providing Hercules with a plan describing the steps
                and
                knowledge transfer necessary to transition responsibility to the
                replacement, and (iv) demonstrating to Hercules' reasonable satisfaction
                that such action will not have an adverse impact on Supplier’s performance
                of its obligations under this Agreement. Unless otherwise agreed,
                Supplier
                shall not transfer, reassign or remove more than one Key Supplier
                Personnel in any six (6) month period.


            


    

     

    
      	 	
              (c)

            	
              Retention
                and Succession.
                Supplier shall implement and maintain a retention strategy designed
                to
                retain Key Supplier Personnel on the Hercules account for the prescribed
                period. Supplier shall also maintain active succession plans for
                each of
                the Key Supplier Personnel positions.


            


    

     

    
      	
              8.2

            	
              Supplier
                Account Manager and Supplier Delivery Manager.

            


    

     

    
      	 	
              (a)

            	
              Supplier
                Account Manager.
                Supplier shall designate a “Supplier
                Account Manager”
                for this Hercules engagement. The Supplier Account Manager shall
                (i) be one of the Key Supplier Personnel; (ii)  be a full time
                employee of Supplier; (ii) devote sufficient and substantial time and
                effort to managing the Services; (iii) remain in this position for
                the
                minimum period specified in Schedule
                C
                (except as a result of voluntary resignation, involuntary termination
                for
                cause, illness, disability, or death); (iv) be the principal point
                of
                contact to whom all Hercules communications concerning this Agreement
                may
                be addressed; (v) have authority to act on behalf of Supplier in
                all
                matters pertaining to this Agreement, including any modifications
                to this
                Agreement; and (v) have overall responsibility for relationship
                management; .

            


    

     

    
      	 	
              (b)

            	
              Supplier
                Service Delivery Manager. Supplier
                shall also designate a “Supplier Delivery Manager” for this Hercules
                engagement. The Supplier Service Delivery Manager shall (i) be one of
                the Key Supplier Personnel; (ii) be a full time employee of Supplier;
                (iii) devote his or her full time and effort to managing the
                Services; (iv) remain in this position for the minimum period specified
                in
                Schedule
                C
                (except as a result of voluntary resignation, involuntary termination
                for
                cause, illness, disability, or death); (v) serve as the single point
                of accountability for the Services, (vi) be an alternative point
                of
                contact to whom all Hercules

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    communications
      concerning this Agreement may be addressed; (vii) have authority to act on
      behalf of Supplier in all day-to-day matters pertaining to the Services; (viii)
      have day-to-day responsibility for service delivery, billing and relationship
      management; and (ix) have day-to-day responsibility for customer satisfaction
      and Service Levels attainment. 

     

    
      	
              8.3

            	
              Supplier
                Personnel Are Not Hercules
                Employees.

            


    

     

    Except
      as
      otherwise expressly set forth in this Agreement, the Parties intend to create
      an
      independent contractor relationship and nothing in this Agreement shall operate
      or be construed as making Hercules (or the Eligible Recipients) and Supplier
      partners, joint venturers, principals, joint employers, agents or employees
      of
      or with the other. No officer, director, employee, agent, Affiliate, contractor
      or subcontractor retained by Supplier to perform work on Hercules' behalf
      hereunder shall be deemed to be an officer, director, employee, agent,
      Affiliate, contractor or subcontractor of Hercules or the Eligible Recipients
      for any purpose. Supplier, not Hercules or the Eligible Recipients, has the
      right, power, authority and duty to supervise and direct the activities of
      the
      Supplier Personnel and to compensate such Supplier Personnel for any work
      performed by them on the behalf of Hercules or the Eligible Recipients pursuant
      to this Agreement. Supplier, and not Hercules or the Eligible Recipients, shall
      be responsible and therefore solely liable for all acts and omissions of
      Supplier Personnel, including acts and omissions constituting negligence,
      willful misconduct and/or fraud.

     

    
      	
              8.4

            	
              Replacement,
                Qualifications, and Retention of Supplier
                Personnel.

            


    

     

    
      	 	
              (a)

            	
              Sufficiency
                and Suitability of Personnel.
                Supplier shall assign (or cause to be assigned) sufficient Supplier
                Personnel to provide the Services in accordance with this Agreement
                and
                such Supplier Personnel shall possess suitable competence, ability
                and
                qualifications and shall be properly educated and trained for the
                Services
                they are to perform.

            


    

     

    
      	 	
              (b)

            	
              Requested
                Replacement.
                In the event that Hercules determines lawfully and in good faith
                that the
                continued assignment to Hercules of any individual Supplier Personnel
                (including Key Supplier Personnel) is not in the best interests of
                Hercules or the Eligible Recipients, then Hercules shall give Supplier
                notice to that effect requesting that such Supplier Personnel be
                replaced.
                Supplier shall have ten (10) days following Hercules' request for
                removal
                of such Supplier Personnel in which to investigate the matters forming
                the
                basis of such request, correct any deficient performance and provide
                Hercules with assurances that such deficient performance shall not
                recur
                (provided that, if requested to do so by Hercules for actual or suspected
                violations of Hercules Rules, Supplier shall immediately remove (or
                cause
                to be removed) the individual in question from all Hercules Facilities
                and
                Hercules Sites pending completion of Supplier’s investigation and
                discussions with Hercules). If, following such ten (10) day period,
                Hercules is not reasonably satisfied with the results of Supplier’s
                efforts to correct the deficient performance and/or to ensure its
                non-recurrence, Supplier shall, as soon as possible, permanently
                remove
                and replace such Supplier Personnel with an individual of suitable
                ability
                and qualifications, without cost to Hercules. Nothing in this provision
                shall operate or be construed to limit Supplier’s responsibility for the
                acts or omission of the Supplier Personnel, or be construed as joint
                employment.

            


    

     

    
      	 	
              (c)

            	
              Turnover
                Rate and Data.
                Supplier shall use commercially reasonable efforts to keep the turnover
                rate of Supplier Personnel to a level comparable to or better than
                the
                industry average for well-managed service companies in the applicable
                country performing services similar to the Services. If Hercules
                believes
                that the turnover rate of Supplier Personnel is excessive and so
                notifies
                Supplier, Supplier shall within ten (10) business days (i) provide
                Hercules with data concerning Supplier’s turnover rate, (ii) meet with
                Hercules to discuss the reasons for the turnover rate, (iii) submit
                a
                proposal for reducing the turnover rate for Hercules' review and
                approval,
                and (iv) agree to a program for reducing the turnover rate at no
                additional cost to Hercules. Notwithstanding any transfer or turnover
                of
                Supplier Personnel, Supplier shall remain obligated to perform the
                Services without degradation and in accordance with the Service
                Levels.

            


    

     

    
      	 	
              (d)

            	
              Restrictions
                on Performing Services to Competitors.
                Neither Supplier nor any Subcontractor shall cause or permit Key
                Supplier
                Personnel or other Supplier Personnel agreed to by the Parties and
                listed
                on Attachment
                C.1
                filling the positions identified on Schedule
                C.2
                to
                perform services directly or indirectly for a Direct Hercules Competitor
                either while engaged in the provision of Services or during the nine
                (9)
                months

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    immediately
      following the termination of his or her involvement in the provision of such
      Services without Hercules' prior written consent. 

     

    
      	 	
              (e)

            	
              Background
                Check/Drug Screening.
                Supplier shall ensure that Supplier Personnel are authorized to work
                in
                any country in which they are assigned to perform Services. In addition,
                Supplier shall use all commercially reasonable efforts to verify
                that
                Supplier Personnel have not been convicted of or accepted responsibility
                for a felony or a misdemeanor involving a dishonest act, do not use
                illegal drugs, and are not otherwise disqualified from performing
                the
                assigned work under applicable Laws. Supplier shall also use all
                commercially reasonable efforts to verify that Supplier Personnel
                have
                completed the years of education and degree programs claimed by such
                personnel. To the extent allowed by applicable laws, Supplier shall
                perform or have performed a reasonable background check on all Supplier
                Personnel assigned to work hereunder, provided that, if a satisfactory
                background check was completed in connection with the hiring of such
                Supplier Personnel, it need not be repeated.


            


    

     

    
      	 	
              (f)

            	
              Notice
                by Supplier.
                Supplier shall provide Hercules not less than ninety (90) days notice
                of
                the expiration of any collective bargaining agreement with unionized
                Supplier Personnel if the expiration of such agreement or any resulting
                labor dispute could potentially interfere with or disrupt the business
                or
                operations of Hercules or an Eligible Recipient or impact Supplier’s
                ability to timely perform its duties and obligations under this
                Agreement.

            


    

    

      
        	
                8.5

              	
                Staffing
                  Plan: Restrictions on Changes in Supplier Staffing/Facilities.
                  

              


      

       

    

     

    
      	 	
              (a)

            	
              Staffing
                Plan. Set
                forth in Schedule
                M
                is
                a staffing plan showing the planned staffing and deployment of Supplier
                Personnel by Functional Service Area, job classification and location
                (the
                “Staffing
                Plan”).
                During the thirty (30) months immediately following the Effective
                Date
                Supplier shall comply with the Staffing Plan, and shall not make
                any
                changes to the planned staffing and deployment without Hercules’ prior
                approval. The Parties acknowledge and agree that such review and
                approval
                of the Staffing Plan and changes in the Staffing Plan shall not constitute
                joint employment. 

            


    

     

    
      	 	
              (b)

            	
              Supplier
                shall not move Services in a Functional Service Area or sub-Functional
                Service Area (e.g., Procurement, Accounts Payable, Human Resources,
                Payroll) provided from an approved Supplier Facility and country
                to a
                Supplier Facility and country from which such Services had not previously
                been provided by Supplier without Hercules' prior approval.
                

            


    

     

    
      	 	
              (c)

            	
              To
                the extent Services in the same Functional Service Area or sub-Functional
                Service Area are provided by Supplier Personnel from Supplier Facilities
                in different countries, Supplier shall not change the extent to which
                such
                Services are provided by Supplier Personnel from each such Supplier
                Facility and country, as specified in Schedule
                O.2,
                without Hercules' prior approval. For avoidance of doubt, changes
                attributable solely to changes in service volumes are not subject
                to the
                limits described in this Section
                8.5(b).
                

            


    

    
      

        
          	
                  8.6

                	
                  Conduct
                    of Supplier Personnel.

                


        

         

      

    

    
      	 	
              (a)

            	
              Conduct
                and Compliance.
                While at Hercules Facilities and Hercules Sites, Supplier Personnel
                shall
                (i) subject to Section
                6.2(d),
                comply with the Hercules Rules and other rules and regulations regarding
                personal and professional conduct, (ii) comply with reasonable requests
                of
                Hercules or the Eligible Recipients personnel pertaining to personal
                and
                professional conduct, (iii) attend workplace training offered by
                Hercules
                and/or the Eligible Recipients at Hercules' request, and (iv) otherwise
                conduct themselves in a businesslike
                manner.

            


    

     

    
      	 	
              (b)

            	
              Identification
                of Supplier Personnel.
                Except as specifically authorized by Hercules, Supplier Personnel
                shall
                clearly identify themselves as Supplier Personnel and not as employees
                or
                representatives of Hercules and/or the Eligible Recipients. This
                shall
                include any and all communications, whether oral, written or electronic,
                unless and to the extent authorized by Hercules in connection with
                the
                performance of specific Services. Each Supplier Personnel shall wear
                a
                badge indicating that he or she is employed by Supplier or its
                Subcontractors when at a Hercules Facility or Hercules
                Site.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (c)

            	
              Restriction
                on Marketing Activity.
                Except for marketing representatives designated in writing by Supplier
                to
                Hercules, none of the Supplier Personnel shall conduct any marketing
                activities to Hercules or Eligible Recipient employees at Hercules
                Facilities or Hercules Sites (including marketing of any New Services),
                other than reporting potential marketing opportunities to Supplier’s
                designated marketing
                representatives.

            


    

    

      
        	
                8.7

              	
                Substance
                  Abuse.

              


      

       

    

    
      	 	
              (a)

            	
              Employee
                Removal. To
                the extent permitted by applicable Laws, Supplier shall immediately
                remove
                (or cause to be removed) any Supplier Personnel who is known to be
                or
                reasonably suspected of engaging in substance abuse while at Hercules
                Facility or Hercules Site, in a Hercules vehicle or while performing
                Services. In the case of reasonable suspicion, such removal shall
                be
                pending completion of the applicable investigation. Substance abuse
                includes the sale, attempted sale, possession or use of illegal drugs,
                drug paraphernalia, or, to the extent not permitted on at Hercules
                Facilities or Hercules Sites, alcohol, or the misuse of prescription
                or
                non-prescription drugs. 

            


    

     

    
      	 	
              (b)

            	
              Substance
                Abuse Policy. Supplier
                represents and warrants that it has and will maintain substance abuse
                policies, in each case in conformance with applicable Laws, and Supplier
                Personnel will be subject to such policies. Supplier represents and
                warrants that it shall require its Subcontractors and Affiliates
                providing
                Services to have and maintain such policy in conformance with applicable
                Law and to adhere to this
                provision.

            


    

    

      
        	
                8.8

              	
                Affected
                  Employees.

              


      

       

    

    Supplier
      shall have the right, but not the obligation, to extend offers of employment
      to
      Affected Employees in United States of America, listed on Schedule
      V.
      Unless
      otherwise agreed by the Parties, Affected Employees accepting such offers shall
      be hired by Supplier effective as of the Commencement Date or, if later, the
      date on which Supplier assumes responsibility for the Services in question
      in
      accordance with the Transition Plan or the date on which such Affected Employee
      actually commences his or her employment with Supplier (the “Employment
      Effective Date”).
       

    

      
        	
                8.9

              	
                EC
                  Acquired Rights Directive.
                  

              


      

       

    

    (a) 
EC
      Acquired Rights Directive.
      The
      rights and obligations of the Parties with respect to Hercules Personnel
      employed as of the Effective Date or, if later, the Commencement Date in
      jurisdictions in which the EC Acquired Rights Directive is applicable shall
      be
      set forth in the Companion Agreement(s) for such jurisdictions. Supplier shall
      not communicate orally or in writing with such Hercules Personnel without
      Hercules’ prior approval 

     

    (b) 
Validity.
      Hercules may be obligated under applicable Law to undertake consultation with
      certain employees in certain European countries through relevant recognized
      trade unions, works councils, other appointed employee representatives and/or
      with employees directly as to the proposal to outsource certain Services as
      provided in this Master Agreement. Accordingly, Hercules and Supplier agree
      that
      the provisions of this Master Agreement relating to the Services to be provided
      to Eligible Recipients in such countries shall not be effective as of the
      Effective Date. Such provisions shall become effective only if Hercules notifies
      Supplier in writing that the consultations have been completed or the applicable
      statutory periods have expired and the Parties thereafter execute a Companion
      Agreement with respect to Eligible Recipients in such country. If such written
      notice is given, it will designate whether all or only a portion of the Services
      are to be provided for the country in question. 

     

    
      	
              9

            	
              SUPPLIER
                RESPONSIBILITIES

            


    

     

    
      	
              9.1

            	
              Policy
                and Procedures Manual 

            


    

     

    
      	 	
              (a)

            	
              Delivery
                and Contents. As
                part of the Services, and at no additional cost to Hercules, Supplier
                shall deliver to Hercules a reasonably complete draft of the Policy
                and
                Procedures Manual(s) with respect to the Services to be transitioned
                to
                Supplier on the Commencement Date, for Hercules' review, comment
                and
                approval, at least thirty (30) days prior to the Commencement Date.
                Thereafter, as part of the Services, and at
                no

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    additional
      cost to Hercules, Supplier shall deliver to Hercules a reasonably complete
      draft
      of the Policy and Procedures Manual with respect to each remaining Service
      (or,
      if such Policy and Procedures Manual already exists, any additional portions
      of
      such Policy and Procedures Manual pertaining to such Service), for Hercules'
      review, comment and approval, at least thirty (30) days prior to the Transition
      Milestone date for the transition of each such Service to Supplier. In each
      case, Hercules shall have at least fifteen (15) days to review the draft Policy
      and Procedures Manual and provide Supplier with comments and revisions. Supplier
      shall then incorporate such comments and revisions into the Policy and
      Procedures Manual and shall deliver a final version to Hercules at least five
      (5) business days prior to the scheduled transition date for the applicable
      Service for Hercules' final approval. 

     

    At
      a
      minimum, each Policy and Procedures Manual shall address the subjects specified
      in Schedule
      S
      (to the
      extent applicable) and shall include the following:

     

    
      	 	
              (i)

            	
              a
                detailed description of the Services and the manner in which each
                will be
                performed by Supplier, including (A) the Equipment, Software, and
                Systems
                to be procured, operated, supported or used; (B) documentation (including
                operations manuals, user guides, specifications, policies/procedures
                and
                disaster recovery/business continuity plans) providing further details
                regarding such Services; (C) the specific activities to be undertaken
                by
                Supplier in connection with each Service, including, where appropriate,
                the direction, supervision, monitoring, staffing, reporting, planning
                and
                oversight activities to be performed by Supplier under this Agreement;
                (D)
                the checkpoint reviews, testing, acceptance, controls and other procedures
                to be implemented and used to assure service quality; and (F) subject
                to
                Section 15.7,
                the
                processes, methodologies and controls to be implemented and used
                by
                Supplier to ensure compliance with applicable
                Laws;

            


    

     

    
      	 	
              (ii)

            	
              the
                procedures for Hercules/Supplier interaction and communication, including
                (A) call lists; (B) procedures for and limits on direct communication
                by
                Supplier with Hercules personnel; (C) problem management and escalation
                procedures; (D) priority and project procedures; (E) Acceptance testing
                and procedures; (F) Quality Assurance procedures and internal controls
                (G)
                the Project formation process and implementation methodology; and
                (H)
                annual and quarterly financial objectives, budgets, and performance
                goals;
                and

            


    

     

    
      	 	
              (iii)

            	
              practices
                and procedures addressing such other issues and matters as Hercules
                shall
                require.

            


    

     

    Supplier
      shall incorporate Hercules' then current policies and procedures in the Policy
      and Procedures Manual to the extent it is directed to do so by
      Hercules.

     

    
      	 	
              (b)

            	
              Compliance.
                Supplier shall perform the Services in accordance with applicable
                Laws and
                Hercules' then current policies and procedures until the Policy and
                Procedures Manual is finalized and agreed upon by the Parties. Thereafter,
                Supplier shall perform the Services in accordance with the Policy
                and
                Procedures Manual. In the event of a conflict between the provisions
                of
                this Agreement and the Policy and Procedures Manual, the provisions
                of
                this Agreement shall control unless the Parties expressly agree otherwise
                and such agreement is set forth in the relevant portion of the Policy
                and
                Procedures Manual.

            


    

     

    
      	 	
              (c)

            	
              Maintenance,
                Modification and Updating.
                Supplier maintain the Policy and Procedures Manual so as to be accessible
                electronically to Hercules management and Authorized Users via a
                secure
                web site in a manner consistent with Hercules' security policies.
                Supplier
                shall promptly modify and update the Policy and Procedures Manual
                monthly
                to reflect changes in the operations or procedures described therein
                and
                to comply with Hercules Standards, the Technology and Business Process
                Plan and Strategic Plans as described in Section
                9.5.
                Supplier shall provide the proposed changes in the manual to Hercules
                for
                review, comment and approval. To the extent such change could (i)
                increase
                Hercules' total costs of receiving the Services; (ii) have adverse
                impact
                or require changes as described in Section
                9.6(c),
                or
                (iii) violate or be inconsistent with the Hercules Standards, the
                Technology and Business Process Plan or Strategic Plans, Supplier
                shall
                not implement such change without first obtaining Hercules' approval,
                which Hercules may withhold in its sole discretion. For avoidance
                of
                doubt, Supplier shall prepare and maintain a single Policy and Procedures
                Manual for this Master Agreement and all Companion Agreements, rather
                than
                a separate Policy and Procedures Manual for each Master Agreement
                and
                Companion Agreement.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (d)

            	
              Annual
                Review.
                The Parties shall meet to perform a formal annual review of the Policy
                and
                Procedures Manual on each anniversary of the Commencement Date or
                such
                other date reasonably designated by
                Hercules.

            


    

     

    
      	
              9.2

            	
              Reports.

            


    

     

    
      	 	
              (a)

            	
              Reports.
                Supplier
                shall provide Hercules with (i) the reports described in Schedule
                R
                in
                the format and at the frequencies provided therein, and (ii) the
                reports
                generated by Hercules Personnel during the twelve (12) month period
                preceding the Commencement Date, (“Reports”).
                In addition, from time to time, Hercules may identify additional
                Reports
                to be generated by Supplier and delivered to Hercules on an ad hoc
                or
                periodic basis. All Reports shall be provided to Hercules as part
                of the
                Services and at no additional charge to Hercules. The Reports described
                in
                Schedule
                R
                and, to the extent reasonably possible, all other Reports shall be
                provided to Hercules in a network accessible format with ability
                for data
                to be downloaded to Hercules' current standard spreadsheet
                application.

            


    

     

    
      	 	
              (b)

            	
              Back-Up
                Documentation.
                As part of the Services, Supplier shall provide Hercules with such
                documentation and other information available to Supplier as may
                be
                reasonably requested by Hercules from time to time in order to verify
                the
                accuracy of the Reports provided by Supplier. In addition, Supplier
                shall
                provide Hercules with all documentation and other information reasonably
                requested by Hercules from time to time to verify that Supplier’s
                performance of the Services is in compliance with the Service Levels
                and
                this Agreement.

            


    

     

    
      	 	
              (c)

            	
              Correction
                of Errors.
                As part of the Services and at no additional charge to Hercules,
                Supplier
                shall promptly correct any errors or inaccuracies in or with respect
                to
                the Reports, the information or data contained in such Reports, or
                other
                contract deliverables delivered by Supplier or its agents, Subcontractors,
                Managed Third Parties or other third party product or service providers
                to
                the extent provided in Schedule
                E.

            


    

     

    
      	
              9.3

            	
              Governance
                Model; Meetings.

            


    

     

    
      	 	
              (a)

            	
              Governance.
                The governance model to be employed by the Parties in connection
                with this
                Agreement is set forth in Schedule
                S.
                

            


    

     

    
      	 	
              (b)

            	
              Meetings.
                During the Term, representatives of the Parties shall meet periodically
                or
                as requested by Hercules to discuss matters arising under this Agreement,
                including any such meetings provided for in this Agreement, the Transition
                Plan, the Policy and Procedures Manual or Schedule
                S.
                Each Party shall bear its own costs in connection with the attendance
                and
                participation of such Party’s representatives in such meetings.
                

            


    

     

    
      	 	
              (c)

            	
              Agenda
                and Minutes.
                For each such meeting, upon Hercules request, Supplier shall prepare
                and
                distribute an agenda, which will incorporate the topics designated
                by
                Hercules. Supplier shall distribute such agenda in advance of each
                meeting
                so that the meeting participants may prepare for the meeting. In
                addition,
                upon Hercules request, Supplier shall record and promptly distribute
                minutes for every meeting for review and approval by
                Hercules.

            


    

     

    
      	 	
              (d)

            	
              Authorized
                User and Eligible Recipient Meetings.
                Supplier shall notify the Hercules Relationship Manager or his or
                her
                designee(s) in advance of scheduled meetings with Authorized Users
                or
                Eligible Recipients (other than meetings pertaining to the provision
                of
                specific Services on a day-to-day basis) and shall invite the Hercules
                Relationship Manager or his or her designee(s) to attend such meetings
                or
                to designate a representative to do
                so.

            


    

     

    
      	
              9.4

            	
              Quality
                Assurance and Internal
                Controls.

            


    

     

    
      	 	
              (a)

            	
              Supplier
                shall develop and implement Quality Assurance and internal control
                (e.g.,
                financial and accounting controls, organizational controls, input/output
                controls, system modification controls, processing controls, system
                design
                controls, and access controls) processes and procedures, including
                implementing tools and methodologies, to ensure that the Services
                are
                performed in an accurate and timely manner, in accordance with (i)
                the
                Service Levels and other requirements of this Agreement, (ii) applicable
                generally accepted

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    accounting
      principles and standards, (iii) the best practices of the ITO outsourcing
      services providers, and (iv) the Laws applicable to Hercules, the Eligible
      Recipients and/or the Services, and (v) industry standards (e.g., QS 9000,
      ISO
      9001/2000, ISO 14000) applicable to Hercules and the Eligible Recipients and
      the
      performance of the Services. Such processes, procedures and controls shall
      include verification, checkpoint reviews, testing, acceptance, and other
      procedures for Hercules to assure the quality and timeliness of Supplier’s
      performance. 

     

    
      	 	
              (b)

            	
              Without
                limiting the foregoing, the processes, procedures and controls developed
                and implemented by Supplier shall require Supplier to::
                

            


    

     

    
      	 	
              (i)

            	
              Maintain
                a strong control environment in day-to-day operations, to assure
                that the
                following fundamental control objectives are met: (1) financial and
                operational information is valid, complete and accurate; (2) operations
                are performed efficiently and achieve effective results, consistent
                with
                the requirements of this Agreement; (3) assets are safeguarded; and
                (4)
                actions and decisions of the organization are in compliance with
                Laws;

            


    

     

    
      	 	
              (ii)

            	
              Build
                the following basic control activities into its work processes: (1)
                accountability clearly defined and understood; (2) access properly
                controlled; (3) adequate supervision; (4) transactions properly
                authorized; (5) transactions properly recorded; (6) transactions
                recorded
                in proper accounting period; (7) policies, procedures, and
                responsibilities documented; (8) adequate training and education;
                (9)
                adequate separation of duties; and (10) recorded assets compared
                with
                existing assets; 

            


    

     

    
      	 	
              (iii)

            	
              Develop
                and execute a process to ensure periodic control self-assessments
                are
                performed with respect to all Services (such self-assessments to
                be
                performed at least quarterly unless and until Hercules approves less
                frequent self-assessments); 

            


    

     

    
      	 	
              (iv)

            	
              Maintain
                an internal audit function sufficient to monitor the processes and
                Systems
                used to provide the Services (i.e., perform audits, track control
                measures, communicate status to management, drive corrective action,
                etc.);

            


    

     

    
      	 	
              (v)

            	
              Conduct
                investigations of suspected fraudulent activities within Supplier's
                organization that impact or could impact Hercules or the Eligible
                Recipients. Supplier shall promptly notify Hercules of any such suspected
                fraudulent activity and the results of any such investigation as
                they
                relate to Hercules or the Eligible Recipients. At Supplier’s request,
                Hercules shall provide reasonable assistance to Supplier in connection
                with any such investigation;

            


    

     

    
      	 	
              (vi)

            	
              Comply
                with all applicable requirements and guidelines established by Hercules
                in
                order to assist Hercules to meet the requirements of the Sarbanes-Oxley
                Act of 2002 and implementing regulations promulgated by the United
                States
                Securities and Exchange Commission and the Public Company Accounting
                Oversight Board; 

            


    

     

    
      	 	
              (vii)

            	
              Comply
                with the Hercules Business Practices Policy;
                and

            


    

     

    
      	 	
              (viii)

            	
              Recommend
                and, with Hercules' prior approval, implement revisions to the
                Sarbanes-Oxley compliance measures.


            


    

     

    
      	 	
              (c)

            	
              Supplier
                shall submit such processes, procedures and controls to Hercules
                for its
                review, comment and approval within thirty (30) days prior to the
                Commencement Date and shall use commercially reasonable efforts to
                finalize such processes, procedures and controls and obtain Hercules'
                final approval on or before the Commencement Date. Upon Hercules'
                approval, such processes and procedures shall be included in the
                Policy
                and Procedures Manual. Prior to the approval of such processes and
                procedures by Hercules, Supplier shall adhere strictly to Hercules'
                then
                current policies, procedures and controls. No failure or inability
                of the
                quality assurance procedures to disclose any errors or problems with
                the
                Services shall excuse Supplier’s failure to comply with the Service Levels
                and other terms of this Agreement.

            


    

     

    
      	 	
              (d)

            	
              Industry
                Standards, Certifications and Compliance. Supplier
                has achieved and, to the extent relevant, will maintain certification
                or
                compliance with the BS7799/ ISO 27001
                standards.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              9.5

            	
              Processes,
                Procedures, Architecture, Standards and
                Planning.

            


    

     

    
      	 	
              (a)

            	
              Supplier
                Support. As
                requested by Hercules, Supplier shall assist Hercules on an ongoing
                basis
                in defining: (A) the standards, policies, practices, processes, procedures
                and controls to be adhered to and enforced by Supplier in the performance
                of the Services; and (B) the associated technologies, architectures,
                standards, products and systems to be provided, operated, managed,
                supported and/or used by Supplier in connection therewith (collectively,
                the “Hercules
                Standards”).
                Supplier also shall assist Hercules in preparing annual Strategic
                Plans
                and short-term implementation plans on an annual basis and in modifying
                and updating such Strategic Plans and implementation plans on a periodic
                basis as appropriate. The assistance to be provided by Supplier shall
                include: (i) active participation with Hercules representatives on
                permanent and ad-hoc committees and working groups addressing such
                issues;
                (ii) assessments of the then-current Hercules Standards; (iii) analyses
                of
                the appropriate direction for such Hercules Standards in light of
                business
                priorities, business strategies, competitive market forces, and changes
                in
                technology; (iv) the provision of information to Hercules regarding
                Supplier’s technology, business processes and telecommunications
                strategies for its own business; and (v) recommendations regarding
                standards, processes, procedures and controls and associated technology
                architectures, standards, products and systems. With respect to each
                recommendation, Supplier shall provide the following at a level of
                detail
                sufficient to permit Hercules to make an informed business decision:
                (i)
                the projected cost to Hercules and the Eligible Recipients and
                cost/benefit analyses; (ii) the changes, if any, in the personnel
                and
                other resources Supplier, Hercules and/or the Eligible Recipients
                will
                require to operate and support the changed environment; (iii) the
                resulting impact on the total costs of Hercules and the Eligible
                Recipients; (iv) the expected performance, quality, responsiveness,
                efficiency, reliability, security risks and other service levels;
                and (v)
                general plans and projected time schedules for development and
                implementation. Any assistance provided by Supplier under Sections
                9.5
                shall be at no additional Charge beyond the Charges specified in
                Schedule
                J
                for the Services, unless an additional Charge has been approved by
                Hercules.

            


    

     

    
      	 	
              (b)

            	
              Hercules
                Authority and Supplier Compliance.
                Hercules shall have final authority to promulgate Hercules Standards
                and
                Strategic Plans and to modify or grant waivers from such Hercules
                Standards and Strategic Plans. Supplier shall (i) comply with and
                implement the Hercules Standards and Strategic Plans in providing
                the
                Services, (ii) work with Hercules to enforce the Hercules Standards
                and
                Strategic Plans, (iii) modify the Services as and to the extent necessary
                to conform to such Hercules Standards and Strategic Plans, and (iv)
                obtain
                Hercules' prior written approval for any deviations from such Hercules
                Standards and Strategic Plans. 

            


    

     

    
      	 	
              (c)

            	
              Financial,
                Forecasting and Budgeting Support.
                To support Hercules' forecasting and budgeting processes, Supplier
                shall
                provide the following information regarding the costs to be incurred
                by
                Hercules and/or the Eligible Recipients in connection with the Services
                and the cost/benefit to Hercules and/or the Eligible Recipients associated
                therewith: (i) actual and forecasted utilization of Resource Units;
                (ii)
                actual and forecasted changes in the total cost or resource utilization
                of
                Hercules and the Eligible Recipients associated with changes to the
                environment; and (iii) opportunities to modify or improve the Services,
                to
                reduce the Charges, Pass-Through Expenses or retained expenses incurred
                by
                Hercules. Such information shall be provided at Hercules' request,
                and at
                no additional charge to Hercules, in accordance with the schedule
                reasonably established by Hercules.


            


    

     

    
      	 	
              (d)

            	
              Technology
                and Business Process Plan.
                Supplier shall develop and implement a technology and business process
                plan that is consistent with the Hercules Standards and Strategic
                Plan and
                that shows how Supplier shall provide the Services to enable Hercules
                to
                achieve the Strategic Plan objectives and to implement and support
                Hercules' ITO objectives and strategies (“Technology
                and Business Process Plan”).
                The development of the Technology and Business Process Plan will
                be an
                iterative process that Supplier shall carry out in consultation with
                Hercules. The timetable for finalization of the Technology and Business
                Process Plan shall be set each year having regard to the timetable
                for the
                Strategic Plan. Following approval by Hercules, the Technology and
                Business Process Plan will replace the previous plan.
                

            


    

     

    The Technology
      and Business Process Plan, Supplier shall, among other things, include plans
      for: (A) refreshing Equipment and Software (consistent with the refresh cycles
      defined in Section
      9.14);
      (B)
      adopting new technologies and business processes as part of the Technology
      and
      Business Process Evolution of the Services, as defined in this Agreement; and
      (C) maintaining flexibility as described in Section
      9.14.
      In
      the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Technology
      and Business Process Plan, Supplier shall also present implementation plans
      for
      the achievement of the Strategic Plan and the Hercules Standards.

     

    Supplier
      shall comply with the Technology and Business Process Plan at all times, unless
      Hercules agrees to depart from the Technology and Business Process Plan.


     

    
      	
              9.6

            	
              Change
                Control.

            


    

     

    
      	 	
              (a)

            	
              Compliance
                with Change Control Procedures.
                In making any change in the standards, processes, procedures or controls
                or associated IT technologies, architectures, standards, products,
                Software, Equipment, Systems, Services or Materials provided, operated,
                managed, supported or used in connection with the Services, Supplier
                shall
                comply with the change control procedures specified in the Policy
                and
                Procedures Manual (“Change
                Control Procedures”).
                

            


    

     

    
      	 	
              (b)

            	
              Financial
                responsibility for Changes.
                Unless otherwise set forth in this Agreement, including specified
                in
                Schedule
                E,
                or
                approved in advance in accordance with Sections
                4.5, 9.6(c)
                or
                otherwise, Supplier shall bear all charges, fees and costs associated
                with
                any change desired by Supplier, including all charges, fees and costs
                associated with (i) the design, installation, implementation, testing
                and
                rollout of such change, (ii) any modification or enhancement to,
                or
                substitution for, any impacted business process or associated Software,
                Equipment, System, Services or Materials, (iii) any increase in the
                cost
                to Hercules or the Eligible Recipients of operating, maintaining
                or
                supporting any impacted business process or associated Software,
                Equipment, System, Services or Materials, and (iv) any increase in
                Resource Unit usage resulting from such
                change.

            


    

     

    
      	 	
              (c)

            	
              Hercules
                Approval - Cost, Adverse Impact.
                Supplier shall make no change which may (i) increase Hercules' total
                cost
                of receiving the Services; (ii) require material changes to, or have
                an
                adverse impact on, Hercules' or an Eligible Recipient’s businesses,
                operations, environments, facilities, business processes, systems,
                software, utilities, tools or equipment (including those provided,
                managed, operated, supported and/or used on their behalf by Hercules
                Third
                Party Contractors); (iii) require Supplier, Hercules, the Eligible
                Recipients or Supplier to install a new version, release, upgrade
                of, or
                replacement for, any Software or Equipment or to modify any Software
                or
                Equipment, (iv) have a material adverse impact on the functionality,
                interoperability, performance, accuracy, speed, responsiveness, quality
                or
                resource efficiency of the Services; (v) have an adverse impact on
                the
                cost, either actual or planned, to Hercules of terminating all or
                any part
                of the Services or exercising its right to in-source or use third
                parties;
                (vi) requires changes to or have an adverse impact on the functionality,
                interoperability, performance, accuracy, speed, responsiveness, quality,
                cost or resource efficiency of Hercules' Retained Systems and Business
                Processes or (vii) violate or be inconsistent with Hercules Standards
                or
                Strategic Plans as specified in Section
                9.5,
                without first obtaining Hercules' approval, which approval Hercules
                may
                withhold in its sole discretion. If Supplier desires to make such
                a
                change, it shall provide to Hercules a written proposal describing
                in
                detail the extent to which the desired change may affect the
                functionality, performance, price or resource efficiency of the Services
                and any benefits, savings or risks to Hercules or the Eligible Recipients
                associated with such change.

            


    

     

    
      	 	
              (d)

            	
              Hercules
                Legal Approval - IVR/VRU Solution.
                In
                addition to the foregoing, Supplier shall not implement or use in
                performing the Services an IVR or VRU solution having
                one or more of the following characteristics without first obtaining
                the
                approval of Hercules General Counsel or his or her designee: (i)
                the entry
                by callers of distinct customer verification data that is compared
                to
                information stored in a database to determine if the caller is qualified
                to continue using the system; (ii) the IVR system provides the caller
                with
                computer generated confirmation numbers; (iii) the use by callers
                of
                temporary PINs with the ability to change the PIN; or (iv) the generation
                of automatic screen pops at the operator terminal based on caller-specific
                information entered by the caller. 

            


    

     

    
      	 	
              (e)

            	
              Information
                for Exercise of Strategic Authority.
                In order to facilitate Hercules' strategic control pursuant to
                Section
                9.5,
                Supplier shall provide Hercules with such information as Hercules
                shall
                reasonably require prior to making any proposed change. Such information
                shall include, at a minimum, a description of the proposed rights
                of
                Hercules and the Eligible Recipients with respect to ownership and
                licensing (including any related restrictions) relating to such Software,
                Equipment or other technology or Materials. Such description shall
                include
                the license fees, maintenance fees and/or purchase or lease terms
                (if any)
                for use of such Software, Equipment, Systems, Services or Materials
                by
                Hercules, the Eligible Recipients and
                their

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    respective
      third party contractors upon termination or expiration of the Term and any
      limitations or conditions on such use. 

     

    
      	 	
              (f)

            	
              Temporary
                Emergency Changes.
                Notwithstanding the foregoing, Supplier may make temporary changes
                required by an emergency if it has been unable to contact the Hercules
                Relationship Manager or his or her designee to obtain approval after
                making reasonable efforts. Supplier shall document and report such
                emergency changes to Hercules not later than the next business day
                after
                the change is made. Such changes shall not be implemented on a permanent
                basis unless and until approved by
                Hercules.

            


    

     

    
      	 	
              (g)

            	
              Implementation
                of Changes.
                Supplier shall schedule and implement all changes so as not to (i)
                disrupt
                or adversely impact the business or operations of Hercules or the
                Eligible
                Recipients, (ii) degrade the Services then being received by them,
                or
                (iii) interfere with their ability to obtain the full benefit of
                the
                Services.

            


    

     

    
      	 	
              (h)

            	
              Planning
                and Tracking.
                On a monthly basis, Supplier shall prepare, with Hercules' participation
                and approval, a rolling quarterly “look ahead” schedule for ongoing and
                planned changes for the next three (3) months. The status of changes
                shall
                be monitored and tracked by Supplier against the applicable
                schedule.

            


    

     

    
      	
              9.7

            	
              Software
                Currency.
                

            


    

     

    
      	 	
              (a)

            	
              Currency
                of Supplier Owned Software.
                Subject to and in accordance with Sections
                6.4,
                9.5,
                9.6,
                9.7(c),
                and 9.13
                and Schedule
                J, Supplier
                shall maintain reasonable currency for Supplier Owned Software and
                provide
                maintenance and support for new releases and versions of such Software.
                At
                Hercules' direction, Supplier shall operate multiple releases or
                versions
                of Supplier Owned Software and shall continue to maintain and support
                each
                such release or version, without any increase in the Charges. For
                purposes
                of this Section, “reasonable
                currency”
                shall mean that, unless otherwise directed by Hercules, (i) Supplier
                shall
                maintain Supplier Owned Software at the then current Major Release,
                and
                (ii) Supplier shall install Minor Releases promptly or earlier, if
                requested by Hercules. It is understood that, to the extent the
                installation of a new Major Release requires more than twenty (20)
                FTE
                hours, it shall be treated as a Project in accordance with Section
                3
                of
                Schedule
                J.

            


    

     

    
      	 	
              (b)

            	
              Currency
                of Third Party Software.
                Subject to and in accordance with Sections
                6.4,
                9.5,
                9.6,
                9.7(c),
                and 9.13
                and Schedule
                J, Supplier
                shall maintain reasonable currency for Third Party Software for which
                it
                is financially responsible under this Agreement and provide maintenance
                and support for new releases and versions of Third Party Software
                for
                which it is operationally responsible. At Hercules' direction, Supplier
                shall operate multiple releases or versions of Third Party Software,
                without any increase in the Charges. In addition, unless otherwise
                directed by Hercules, Supplier shall keep Third Party Software within
                release levels supported by the appropriate third party vendor to
                ensure
                compatibility with other Software or Equipment components of the
                Systems.
                For purposes of this Section, “reasonable
                currency”
                shall mean that, unless otherwise directed by Hercules, (i) Supplier
                shall
                maintain Third Party Software within one Major Release of the then
                current
                Major Release, and (ii) Supplier shall install Minor Releases promptly
                or
                earlier, if requested by Hercules. It is understood that, to the
                extent
                the installation of a new Major Release requires more than twenty
                (20) FTE
                hours, it shall be treated as a Project in accordance with Section
                3
                of
                Schedule
                J.

            


    

     

    
      	 	
              (c)

            	
              Evaluation
                and Testing.
                Prior to installing a new Major Release or Minor Release, Supplier
                shall
                evaluate and test such Release to verify that it will perform in
                accordance with this Agreement and the Hercules Standards and Strategic
                Plans and that it will not (i) increase Hercules' total cost of receiving
                the Services; (ii) have an adverse impact or require changes as described
                in Section
                9.6(c);
                or (iii) violate or be inconsistent with Hercules Standards, Strategic
                Plans, the Technology and Business Process Plan or applicable Laws.
                The
                evaluation and testing performed by Supplier shall be at least consistent
                with the reasonable and accepted industry norms applicable to the
                performance of such Services and shall be at least as rigorous and
                comprehensive as the evaluation and testing usually performed by
                highly
                qualified service providers under such
                circumstances.

            


    

     

    
      	 	
              (d)

            	
              Approval
                by Hercules.
                Notwithstanding Section
                9.7(a) and (b),
                Supplier shall confer with Hercules prior to installing any Major
                Release
                or Minor Release, shall provide Hercules with the results of its
                testing
                and

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    evaluation
      of such Release and a detailed implementation plan and shall not install such
      Release if directed not to do so by Hercules. Where specified by Hercules,
      Supplier shall not install new Software releases or make other Software changes
      until Hercules has completed and provided formal signoff on successful user
      acceptance testing. 

     

    
      	 	
              (e)

            	
              Updates
                by Hercules.
                Hercules and the Eligible Recipients shall have the right, but not
                the
                obligation, to install new releases of, replace, or make other changes
                to
                Applications Software or other Software for which Hercules is financially
                responsible under this Agreement.

            


    

     

    
      	
              9.8

            	
              Maintenance.
                

            


    

     

    
      	 	
              (a)

            	
              Supplier
                Responsibility.
                To the extent Supplier has operational responsibility for Equipment
                or
                Software under Schedule
                J.1,
                Supplier shall (i) maintain such Equipment and Software so that it
                operates substantially in accordance with the Service Levels and
                applicable Specifications, (ii) maintain such Equipment in good operating
                condition, subject to normal wear and tear, (iii) undertake repairs
                and
                preventive maintenance on such Equipment in accordance with the applicable
                Equipment manufacturer’s recommendations and requirements, and (iv)
                perform Software maintenance in accordance with the applicable Software
                supplier’s documentation, recommendations and requirements. Supplier shall
                maintain such Equipment and Software in accordance with this provision
                at
                no additional Charge to Hercules, provided that Hercules may be
                financially responsible for certain Third Party Contracts for maintenance
                for such Equipment or Software under Schedule
                J.1.
                

            


    

     

    
      	 	
              (b)

            	
              Out
                of Support Third Party Equipment and Software. For
                Third Party Equipment and Software no longer supported by the licensor
                or
                manufacturer for which Supplier has operational responsibility under
                this
                Agreement, Supplier shall use all commercially reasonable efforts
                to
                perform maintenance for such Equipment or Software as required to
                meet its
                obligations under this Agreement. Notwithstanding the preceding sentence,
                the maintenance of out-of-support Equipment and Software shall not
                be
                subject to Service Levels or the imposition of Service Level Credits.
                

            


    

     

    
      	
              9.9

            	
              Efficiency
                and Cost Effectiveness.
                

            


    

     

    Supplier
      shall use commercially reasonable efforts to provide the Services in the most
      cost-effective and efficient manner consistent with the required level of
      quality and performance. Without limiting the generality of the foregoing,
      such
      actions shall include:

     

    
      	 	
              (a)

            	
              Timing
                of Actions.
                Making adjustments in the timing of actions (consistent with Hercules
                priorities and schedules for the Services and Supplier’s obligation to
                meet the Service Levels).

            


    

     

    
      	 	
              (b)

            	
              Timing
                of Functions.
                Delaying or accelerating, as appropriate, the performance of non-critical
                functions within limits acceptable to
                Hercules.

            


    

     

    
      	 	
              (c)

            	
              Systems
                Optimization.
                Tuning or optimizing the Systems (including memory), Applications
                Software, databases and/or business processes to optimize performance
                and
                minimize costs.

            


    

     

    
      	 	
              (d)

            	
              Usage
                Scheduling.
                Controlling its use of the System and/or the Hercules data network
                by
                scheduling usage, where possible, to low utilization periods.
                

            


    

     

    
      	 	
              (e)

            	
              Alternative
                Technologies.
                Subject to Section
                9.5,
                using alternative technologies to perform the
                Services.

            


    

     

    
      	 	
              (f)

            	
              Efficiency.
                Efficiently using resources for which Hercules is charged hereunder,
                consistent with industry norms, and compiling data concerning such
                efficient use in segregated and auditable form whenever
                possible.

            


    

     

    
      	
              9.10

            	
              Malicious
                Code.

            


    

     

    Each
      Party shall cooperate with the other Party and shall take commercially
      reasonable actions and precautions consistent with Schedule
      E
      to
      prevent the introduction and proliferation of Malicious Code into Hercules'
      or
      an

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Eligible
      Recipient’s environment or any System used by Supplier to provide the Services.
      Without limiting Supplier’s other obligations under this Agreement, if Malicious
      Code is found in Equipment, Software or Systems provided, managed or supported
      by Supplier, Supplier shall, at no additional charge to Hercules, eliminate
      and
      reduce the effects of such Malicious Code and, if the Malicious Code causes
      a
      loss of operational efficiency or loss of data, to mitigate such losses and
      restore such data with generally accepted data restoration techniques. If
      Malicious Code is found in Equipment, Software or Systems provided, managed
      or
      supported by Hercules and Supplier or Supplier Personnel are determined to
      have
      caused or materially contributed to the introduction or proliferation of such
      Malicious Code, Supplier shall reimburse Hercules for any costs incurred by
      Hercules or the Eligible Recipients in eliminating and reducing the effects
      of
      such Malicious Code and, if the Malicious Code causes a loss of operational
      efficiency or loss of data, mitigating such losses and restoring such data
      with
      generally accepted data restoration techniques.

     

    
      	
              9.11

            	
              Access
                to Specialized Supplier Skills and
                Resources.

            


    

     

    Upon
      Hercules' request, Supplier shall provide Hercules and the Eligible Recipients
      with prompt access to Supplier’s specialized services, personnel and resources
      pertaining to ITO standards, processes and procedures and associated software,
      equipment and systems on an expedited basis taking into account the relevant
      circumstances (the “Specialized
      Services”).
      The
      Parties acknowledge that the provision of such Specialized Services may, in
      some
      cases, constitute New Services for which Supplier is entitled to additional
      compensation, but in no event shall Supplier be entitled to any additional
      compensation for New Services under this subsection unless the Hercules
      Relationship Manager and Supplier Account Manager, or their authorized
      designees, expressly agree upon such additional compensation or Supplier’s
      entitlement to additional compensation is established through the dispute
      resolution process. If Hercules authorizes Supplier to proceed but the Parties
      disagree as to whether the authorized work constitutes New Services, Supplier
      shall proceed with such work and the disagreement shall be submitted to dispute
      resolution pursuant to Article
      19.

     

    
      	
              9.12

            	
              Audit
                Rights.
                

            


    

     

    
      	 	
              (a)

            	
              Contract
                Records.
                Supplier shall, and shall cause its Subcontractors and suppliers
                to,
                maintain complete and accurate records of and supporting documentation
                for
                all Charges, all Hercules Data and all transactions, authorizations,
                changes, implementations, soft document accesses, reports, filings,
                returns, analyses, procedures, controls, records, data or information
                created, generated, collected, processed or stored by Supplier in
                the
                performance of it’s obligations under this Agreement (“Contract
                Records”).
                Supplier shall maintain such Contract Records in accordance with
                applicable Laws. Supplier shall retain Contract Records in accordance
                with
                Hercules' record retention policy (as such policy may be modified
                from
                time to time and provided to Supplier in writing) during the Term
                and any
                Termination Assistance Services period and thereafter through the
                end of
                the second full calendar year after the calendar year in which Supplier
                stopped performing Services (including Termination Assistance Services
                requested by Hercules under Section
                4.3(b)(8))
                (the “Audit
                Period”).

            


    

     

    
      	 	
              (b)

            	
              Operational
                Audits.
                During the Audit Period (as defined in Section
                9.12(a),
                Supplier shall, and shall cause its Subcontractors and suppliers
                to,
                provide to
                Hercules (and internal and external auditors, inspectors, regulators
                and
                other representatives that Hercules may designate from time to time),
                including customers, vendors, licensees and other third parties to
                the
                extent Hercules or the Eligible Recipients are legally or contractually
                obligated to submit to audits by such entities) access at reasonable
                hours
                to Supplier Personnel, to the facilities at or from which Services
                are
                then being provided and to Supplier records and other pertinent
                information, all to the extent relevant to the Services and Supplier’s
                obligations under this Agreement. Such access shall be provided for
                the
                purpose of performing audits and inspections to (i) verify the integrity
                of Hercules Data, (ii) examine the systems that process, store, support
                and transmit that data, (iii) examine the internal controls (e.g.,
                financial controls, human resource controls, organizational controls,
                input/output controls, system modification controls, processing controls,
                system design controls, and access controls) and the security, disaster
                recovery and back-up practices and procedures; (iv) examine Supplier’s
                performance of the Services; (v) verify Supplier’s reported performance
                against the applicable Service Levels; and (vi) examine Supplier’s
                measurement, monitoring and management tools. Supplier shall (i)
                provide
                any assistance reasonably requested by Hercules or its designee in
                conducting any such audit, including installing and operating audit
                software, (ii) make requested personnel, records and information
                available
                to Hercules or its designee, and (iii) in all cases, provide such
                assistance, personnel, records and information in
                an

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    expeditious
      manner to facilitate the timely completion of such audit. If an audit reveals
      a
      non-trivial breach of this Agreement, Supplier shall promptly reimburse Hercules
      for the actual cost of such audit.

     

    
      	 	
              (c)

            	
              Financial
                Audits.
                During the Audit Period (as defined in Section
                9.12(a),
                Supplier shall, and shall cause its Subcontractors to, provide to
                Hercules
                (and internal and external auditors, inspectors, regulators and other
                representatives that Hercules may designate from time to time, including
                customers, vendors, licensees and other third parties to the extent
                Hercules or the Eligible Recipients are legally or contractually
                obligated
                to submit to audits by such entities) access at reasonable hours
                to
                Supplier Personnel and to Contract Records and other pertinent information
                to conduct financial audits, all to the extent relevant to the performance
                of Supplier’s obligations under this Agreement. Such access shall be
                provided for the purpose of performing audits and inspections to
                (i)
                verify the accuracy and completeness of Contract Records, (ii) verify
                the
                accuracy and completeness of Charges and any Pass-Through Expenses
                and
                Out-of-Pocket Expenses, (iii) examine the financial controls, processes
                and procedures utilized by Supplier, (iv) examine Supplier’s performance
                of its other financial and accounting obligations, and (v) enable
                Hercules
                and the Eligible Recipients to meet applicable legal, regulatory
                and
                contractual requirements, in each case to the extent applicable to
                the
                Services and/or the Charges for such Services. Supplier shall (i)
                provide
                any assistance reasonably requested by Hercules or its designee in
                conducting any such audit, (ii) make requested personnel, records
                and
                information available to Hercules or its designee, and (iii) in all
                cases,
                provide such assistance, personnel, records and information in an
                expeditious manner to facilitate the timely completion of such audit.
                If
                any such audit reveals an overcharge by Supplier, and Supplier does
                not
                successfully dispute the amount questioned by such audit in accordance
                with Article
                19,
                Supplier shall promptly pay to Hercules the amount of such overcharge.
                In
                addition, if any such audit reveals an overcharge of more than five
                percent (5%) of the audited Charges, Supplier shall promptly reimburse
                Hercules for the actual cost of such audit (including auditors’ fees),
                provided that the amount to be reimbursed with respect to any audit
                shall
                not exceed the lesser of the amount of such overcharge or USD $25,000.
                

            


    

     

    
      	 	
              (d)

            	
              Audit
                Assistance.
                Hercules and certain Eligible Recipients may be subject to regulation
                and
                audit by governmental bodies, standards organizations, other regulatory
                authorities, customers or other parties to contracts with Hercules
                or an
                Eligible Recipient under applicable Laws, rules, regulations, standards
                or
                contract provisions. If any such Entity exercises its right to examine
                or
                audit Hercules' or an Eligible Recipient’s books, records, documents or
                accounting practices and procedures pursuant to such Laws, rules,
                regulations, standards or contract provisions, Supplier shall provide
                all
                assistance requested by Hercules or the Eligible Recipient in responding
                to such audits or requests for information and shall do so in an
                expeditious manner to facilitate the prompt closure of such audit
                or
                request.

            


    

     

    In
      addition, Hercules and certain Eligible Recipients will be subject to periodic
      financial and internal controls audits by independent registered public
      accounting firms. Supplier shall provide all assistance requested by Hercules,
      the Eligible Recipient and/or such accounting firms in responding to such audits
      or requests for information and shall do so in an expeditious manner to
      facilitate the prompt closure of such audit or request.

     

    
      	 	
              (e)

            	
              General
                Procedures.

            


    

     

    
      	 	
              (i)

            	
              Notwithstanding
                the intended breadth of Hercules' audit rights, Hercules shall not
                be
                given access to (A) the Confidential Information of other Supplier
                customers, (B) Supplier locations that are not related to Hercules,
                the
                Eligible Recipients or the Services, or (C) Supplier’s internal costs,
                except to the extent such costs are the basis upon which Hercules
                is
                charged (e.g., reimbursable expenses, Out-of-Pocket Costs, Pass-Through
                Expenses or cost-plus Charges) and/or are necessary to calculate
                the
                applicable variable Charges.

            


    

     

    
      	 	
              (ii)

            	
              In
                performing audits, Hercules shall endeavor to avoid unnecessary disruption
                of Supplier’s operations and unnecessary interference with Supplier’s
                ability to perform the Services in accordance with the Service
                Levels.

            


    

     

    
      	 	
              (iii)

            	
              Following
                any audit, Hercules shall conduct (in the case of an internal audit),
                or
                request its external auditors or examiners to conduct, an exit conference
                with Supplier to obtain factual concurrence with issues identified
                in the
                review.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (iv)

            	
              Hercules
                shall be given adequate private workspace in which to perform an
                audit,
                plus access to photocopiers, telephones, facsimile machines, computer
                hook-ups, and any other facilities or equipment needed for the performance
                of the audit.

            


    

     

    
      	 	
              (v)

            	
              Hercules
                shall provide Supplier with reasonable notice prior to any operational
                or
                financial audit by Hercules or its authorized agents or representatives;
                provided that no such notice shall be required with respect to audits
                conducted by government auditors, inspectors, regulators or
                representatives.

            


    

     

    
      	 	
              (f)

            	
              Supplier
                Internal Audit.
                If
                Supplier determines as a result of its own internal audit that it
                has
                overcharged Hercules, then Supplier shall promptly pay to Hercules
                the
                amount of such overcharge.

            


    

     

    
      	 	
              (g)

            	
              Supplier
                Response.
                Supplier and Hercules shall meet promptly upon the completion of
                an audit
                conducted pursuant to this Section
                9.12
                (i.e., an exit interview) and/or the issuance of an interim or final
                report to Supplier and Hercules following such an audit. Supplier
                will
                respond to each exit interview and/or audit report in writing within
                thirty (30) days, unless a shorter response time is specified in
                such
                report. Supplier and Hercules shall develop and agree upon an action
                plan
                to promptly address and resolve any deficiencies, concerns and/or
                recommendations identified in such exit interview or audit report
                and
                Supplier, at its own expense, shall undertake remedial action in
                accordance with such action plan and the dates specified therein
                to the
                extent necessary to comply with Supplier’s obligations under this
                Agreement.

            


    

     

    
      	 	
              (h)

            	
              Supplier
                Response to Government Audits. If
                an audit by a governmental body, standards organization or regulatory
                authority having jurisdiction over Hercules, an Eligible Recipient
                or
                Supplier results in a finding that Supplier is not in compliance
                with any
                applicable Law or standard, including any generally accepted accounting
                principle, or any other audit requirement relating to the performance
                of
                its obligations under this Agreement, Supplier shall, at its own
                expense
                and within the time period specified by such auditor, address and
                resolve
                the deficiency(ies) identified by such governmental body, standards
                organization or regulatory authority, in the manner approved by
                Hercules.

            


    

     

    
      	 	
              (i)

            	
              SAS70
                Audit.
                In
                addition to its other obligations under this Section
                9.12,
                Supplier shall cause a Type II Statement of Auditing Standards
                (“SAS”)
                70 audit (or equivalent audit) to be conducted by an independent
                auditor
                on an annual or more frequent basis for each Supplier facility at,
                from or
                through which Services are provided to Hercules and/or the Eligible
                Recipients or Hercules Data is transmitted or stored. Supplier shall
                permit Hercules to participate in the planning of each such audit,
                shall
                confer with Hercules as to the scope and timing of each such audit
                and
                shall accommodate Hercules' requirements and concerns to the extent
                practicable. Unless otherwise agreed by the Parties, such audit shall
                be
                conducted so as to result in a final audit report dated September
                1 or
                later each calendar year. Supplier shall provide Hercules with a
                report
                from each SAS 70 to facilitate periodic compliance reporting by Hercules
                and the Eligible Recipients under the Sarbanes-Oxley Act of 2002
                (and
                implementing regulations promulgated by the United States Securities
                and
                Exchange Commission and the Public Company Accounting Oversight Board)
                and
                comparable Laws in other jurisdictions. To the extent the resulting
                audit
                report is relevant to Hercules and/or the Eligible Recipients, Supplier
                shall provide a copy of such report to Hercules and its independent
                auditors for review and comment as soon as reasonably possible and
                in all
                events within thirty (30) days of completion. Supplier shall respond
                to
                such report in accordance with Section
                9.12(g).
                

            


    

     

    To
      the
      extent Hercules requests that, in addition to the Type II SAS 70 audit described
      above, Supplier conduct a Hercules-specific Type II SAS 70 audit, Supplier
      shall
      do so at Hercules’s expense (provided, Supplier notifies Hercules of such
      expense, obtains Hercules’s approval, and uses commercially reasonable efforts
      to minimize such expense). If, however, Supplier undertakes additional or
      different Type II SAS 70 audits (or equivalent audits) of Supplier Facilities
      at, from or through which Services are provided to Hercules and/or the Eligible
      Recipients (other than customer-specific audits requested and paid for by other
      Supplier customers), Supplier shall accord Hercules the rights described in
      the
      preceding paragraph with respect to such audits.

     

    
      	 	
              (j)

            	
              Audit
                Costs.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (i)

            	
              Except
                as provided in Section
                9.12(j)(ii)
                below, Supplier and its Subcontractors and suppliers shall provide
                the
                Services described in this Section
                9.12
                at
                no additional Charge to Hercules.

            


    

     

    
      	 	
              (ii)

            	
              As
                part of the Monthly Base Charges, Supplier shall provide, at Hercules’
                request, up to 2080 FTE hours of audit assistance for audits initiated
                by
                Hercules in any Contract Year (“Baseline
                Audit FTEs”).
                The Hercules Relationship Manager or his or her designee shall request,
                define and set the priority for such audit assistance. Supplier shall
                report monthly on the level of effort expended by Supplier in the
                performance of such audit assistance and shall not exceed the Baseline
                Audit FTEs without Hercules’ prior approval. Subject to Sections
                9.12(j)(iii),
                (iv),
                (v),
                and (vi),
                if Hercules authorizes Supplier to exceed the Baseline Audit FTEs
                in any
                Contract Year, Hercules shall either pay Supplier for such additional
                FTE
                hours at the rates specified in Schedule
                J
                or
                apply such additional FTE hours against the Baseline Project FTE
                Pool set
                forth in Section
                3
                of
                Schedule
                J.

            


    

     

    
      	 	
              (iii)

            	
              Notwithstanding
                Section
                9.10(j)(ii),
                to the extent the level of audit assistance requested by Hercules
                and
                provided by Supplier Personnel in connection with any audit activities
                initiated by Hercules is eight (8) FTE hours or less, there shall
                be no
                additional Charge to Hercules for such assistance and such FTE hours
                shall
                not be counted against the Baseline Audit FTE pool described in
                Section
                9.10(j)(ii)
                above; provided that, if Supplier reasonably believes that the number
                of
                requests is unreasonable and unduly burdensome, Supplier may present
                and
                escalate its concern through the governance
                process.

            


    

     

    
      	 	
              (iv)

            	
              Notwithstanding
                Section
                9.10(j)(ii),
                to the extent the audit assistance requested by Hercules can be provided
                by Supplier using personnel already assigned to perform Services
                for
                Hercules without impacting Service Levels, there will be no additional
                charge to Hercules for such audit assistance. If the audit assistance
                requested by Hercules cannot be provided by Supplier using such personnel
                then assigned to Hercules without impacting Service Levels, Hercules,
                in
                its sole discretion, may forego or delay any work activities or
                temporarily or permanently adjust the work to be performed by Supplier,
                the schedules associated therewith or the Service Levels to permit
                the
                performance of such audit assistance using personnel already assigned
                to
                perform the Services.

            


    

     

    
      	 	
              (v)

            	
              Notwithstanding
                Section
                9.10(j)(ii),
                there will be no additional charge or reduction of the Baseline Audit
                FTEs
                for audit assistance relating to a Hercules Type II SAS 70 audit
                or any
                audit that uncovers evidence that Supplier has breached in any material
                respect any obligation(s) under this Agreement.


            


    

     

    
      	
              9.13

            	
              Subcontractors.
                

            


    

     

    
      	 	
              (a)

            	
              Use
                of Subcontractors.
                In subcontracting any of its responsibilities under this Agreement,
                Supplier shall comply strictly with this Section
                9.13.
                Prior to entering into a subcontract with respect to the Services,
                Supplier shall (i) at Hercules' request, forward to Hercules a copy
                of the
                proposed subcontract, or (in Hercules' reasonable discretion) a detailed
                description of the scope and material terms (other than pricing terms)
                of
                the proposed subcontract; (ii) give Hercules reasonable prior notice
                of
                the subcontract, specifying the components of the Services affected,
                the
                scope of the proposed subcontract, the identity and qualifications
                of the
                proposed Subcontractor, the reasons for subcontracting the work in
                question, the location of the Subcontractor facilities from which
                the
                Services will be provided, the extent to which the subcontract will
                be
                dedicated, and the Subcontractor’s willingness to grant the rights
                described in Section
                6.4(c)
                upon expiration or termination; and (iii) obtain Hercules' prior
                approval
                of the proposed Subcontractor, other than Subcontractors that qualify
                as
                Shared Subcontractors in accordance with Section
                9.13(c)
                below. Subcontractors listed on Schedule
                D
                as
                of the Effective Date are deemed to be approved by
                Hercules.

            


    

     

    
      	 	
              (b)

            	
              Right
                to Revoke Approval. Hercules
                also shall have the right during the Term to revoke its prior approval
                of
                a Subcontractor and direct Supplier to promptly replace such
                Subcontractor, at no additional cost to Hercules, if the Subcontractor’s
                performance is materially deficient. If directed to do so, Supplier
                shall
                remove and replace such Subcontractor as soon as possible. Supplier
                shall
                continue to perform its obligations under the Agreement, notwithstanding
                the removal of the Subcontractor. Hercules shall have
                no

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    responsibility
      for any termination charges or cancellation fees that Supplier may be obligated
      to pay to a Subcontractor as a result of the removal of such Subcontractor
      at
      Hercules' request or the withdrawal or cancellation of the Services then
      performed by such Subcontractor as permitted under this Agreement. 

     

    
      	 	
              (c)

            	
              Shared
                Subcontractors.
                Notwithstanding Sections
                9.13(a) and (b),
                Supplier may, in the ordinary course of business, enter into subcontracts
                with total estimated annual revenue of less than USD $200,000 per
                subcontract or USD $500,000 in the aggregate (i) for third party
                services
                or products that are not a material portion of the Services, that
                are not
                exclusively dedicated to Hercules and that do not include regular
                direct
                contact with Hercules or Eligible Recipient personnel or the performance
                of services at Hercules Sites, or (ii) with temporary contract labor,
                including temporary personnel firms providing such labor (collectively,
                “Shared
                Subcontractors”);
                provided, that such Shared Subcontractors possess the training and
                experience, competence and skill to perform the work in a skilled
                and
                professional manner. Supplier shall not be required to obtain Hercules'
                prior approval of Shared Subcontractors. If, however, Hercules expresses
                dissatisfaction with the services or products of a Shared Subcontractor,
                Supplier shall work in good faith to resolve Hercules' concerns on
                a
                mutually acceptable basis and, at Hercules request, replace such
                Shared
                Subcontractor at no additional cost to
                Hercules.

            


    

     

    
      	 	
              (d)

            	
              Supplier
                Responsibility.
                Unless otherwise approved by Hercules, the terms of any subcontract
                must
                be consistent with this Agreement, including: (i) confidentiality
                and
                intellectual property obligations; (ii) Hercules' approval rights
                (which
                must apply directly to the Subcontractor); (iii) compliance with
                Hercules
                Standards, Strategic Plans and applicable Laws; (iv) compliance with
                Hercules' policies and directions; (v) audit rights, as described
                in
                Section
                9.12;
                (vi) Key Supplier Personnel; and (vii) insurance coverage with coverage
                types and limits consistent with the scope of work to be performed
                by such
                Subcontractors. Notwithstanding the terms of the applicable subcontract,
                the approval of such Subcontractor by Hercules or the availability
                or
                unavailability of Subcontractor insurance, Supplier shall be and
                remain
                responsible and liable for any failure by any Subcontractor or
                Subcontractor personnel to perform in accordance with this Agreement
                or to
                comply with any duties or obligations imposed on Supplier under this
                Agreement to the same extent as if such failure to perform or comply
                was
                committed by Supplier or Supplier
                employees.

            


    

     

    
      	
              9.14

            	
              Technology
                and Business Process
                Evolution.

            


    

     

    
      	 	
              (a)

            	
              Obligation
                to Evolve.
                Supplier acknowledges and agrees that its current technologies and
                business processes shall continue to evolve and change over time,
                and at a
                minimum, shall remain consistent with the best practices of ITO service
                providers and the objectives and competitive needs of Hercules and
                the
                Eligible Recipients. Subject to Section
                9.5,
                Supplier shall provide the Services using current technologies and
                business processes that will enable Hercules and the Eligible Recipients
                to take advantage of advances in the industry and support their efforts
                to
                maintain competitiveness in the markets in which it competes. In
                addition,
                subject to Sections
                9.5
                and 4.4,
                Supplier shall make such current technologies and business processes
                available to Hercules to perform ITO services and functions on behalf
                of
                itself and/or the Eligible Recipients.


            


    

     

    
      	 	
              (b)

            	
              Initially
                blank. 

            


    

     

    
      	 	
              (c)

            	
              Obligation
                to Propose Technology and Business Process
                Evolutions.
                Supplier shall identify and propose the implementation of Technology
                and
                Business Process Evolutions that are likely to: (i) improve the efficiency
                and effectiveness of the Services (including cost savings); (ii)
                improve
                the efficiency and effectiveness of the ITO services and functions
                performed by or for Hercules and the Eligible Recipients at or from
                Hercules facilities; (iii) result in cost savings or revenue increases
                to
                Hercules and the Eligible Recipients in areas of their business outside
                the Services; (iv) enhance the ability of Hercules and the Eligible
                Recipients to conduct their businesses and serve their customers;
                and (v)
                achieve the objectives of Hercules and the Eligible Recipients faster
                and/or more efficiently than the then current strategies. Subject
                to its
                non-disclosure obligation under other customer contracts, Supplier
                shall
                obtain information regarding Technology and Business Process Evolutions
                from other customer engagements and shall communicate such information
                to
                Hercules on an ongoing basis. 

            


    

     

    
      	 	
              (d)

            	
              Supplier
                Briefings and Technology and Business Process
                Monitoring.
                Supplier shall routinely and regularly monitor and analyze Technology
                and
                Business Process Evolutions of possible interest
                or

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    applicability
      to Hercules and the Eligible Recipients. At least semi-annually, Supplier shall
      meet with Hercules to formally brief Hercules regarding such Technology and
      Business Process Evolutions. Such briefing shall include Supplier’s assessment
      of the business impact, performance improvements and cost savings associated
      with such Technology and Business Process Evolutions. Where requested by
      Hercules, Supplier shall develop and present to Hercules proposals for: (i)
      implementing Technology and Business Process Evolutions or (ii) changing the
      direction of Hercules' then current strategy. 

     

    
      	 	
              (e)

            	
              Supplier
                Developed Advances.
                If Supplier develops technological advances in or changes to the
                ITO
                business processes and services and associated technologies used
                to
                provide the same or substantially similar services to other Supplier
                customers or Supplier develops new or enhanced processes, services,
                software, tools, products or methodologies to be offered to such
                customers
                (collectively, “New
                Advances”),
                Supplier shall, subject to Section
                4.4,
                (i) offer Hercules the opportunity to serve as a pilot customer in
                connection with the implementation of such New Advances; and (ii)
                if
                Hercules declines such opportunity, offer Hercules preferred access
                to
                such New Advances and the opportunity to be among the first of the
                Supplier customer base to implement and receive the benefits of any
                New
                Advances.

            


    

     

    
      	 	
              (f)

            	
              Flexibility.
                Supplier shall ensure that the technologies and business process
                strategies it employs to provide the Services meet industry standards
                and
                are flexible enough to allow integration with new technologies or
                business
                processes, or significant changes in Hercules' or an Eligible Recipient's
                business, ITO and information technology objectives and strategies.
                For
                example, Equipment must have sufficient scalability and be sufficiently
                modular to allow integration of new technologies without the need
                to
                replace whole, or significant parts of, systems or business processes
                (e.g., made to be a one-to-many model) to enable Hercules' and/or
                the
                Eligible Recipients' business to become more scalable and
                flexible.

            


    

     

    
      	 	
              (g)

            	
              Equipment
                Implementation and Refresh. To
                the extent Supplier is financially responsible for particular Equipment
                under Schedule
                J.1,
                Supplier shall be responsible for the cost of acquiring new Equipment
                in
                the ordinary course of Technology and Business Process Evolution.
                In
                addition, to the extent Supplier is operationally responsible for
                particular Equipment under Schedule
                J.1,
                Supplier shall be responsible for the deployment and implementation
                of new
                Equipment in the ordinary course of Technology and Business Process
                Evolution. In each case, Supplier shall refresh such Equipment in
                accordance with the defined refresh strategies, as set out in the
                Technology and Business Process Plan, and as necessary to provide
                the
                Services in accordance with the Service Levels and satisfy its other
                obligations under this Agreement. If Supplier is aware that these
                strategies differ from generally accepted practice (or there are
                any other
                areas of concern in relation to such strategies) it shall provide
                Hercules
                with notice of that fact and, upon request, provide Hercules with
                further
                information as to how to more closely align the strategies with generally
                accepted practice. 

            


    

     

    
      	 	
              (h)

            	
              Software
                Implementation and Refresh.
                To
                the extent Supplier is financially responsible for particular Software,
                tools and methodologies under
                Schedule J.1,
                Supplier shall be responsible for the cost of acquiring such new
                or
                changed Software, tools and methodologies in the ordinary course
                of
                Technology and Business Process Evolution. In addition, to the extent
                Supplier is operationally responsible for particular Software, tools
                and
                methodologies under Schedule
                J.1,
                Supplier shall be responsible for the deployment and implementation
                of new
                or changed Software, tools and methodologies in the ordinary course
                of
                Technology and Business Process Evolution. In each case, Supplier
                shall:
                (i) refresh Software in accordance with Section
                9.7
                of
                this Agreement and the Technology and Business Process Plan; and
                (ii)
                provide training to Hercules personnel regarding the use of any new
                or
                changed Software, tools and methodologies.


            


    

     

    
      	 	
              (i)

            	
              Included
                in Charges.
                The deployment, implementation and support of Technology and Business
                Process Evolution and New Advances shall be included in the Monthly
                Base
                Charges unless and to the extent (A) the Technology and Business
                Process
                Evolution or New Advance is considered a New Service pursuant to
                Section
                4.4,
                or (B) Hercules requests that it be implemented more quickly than
                the
                established refresh schedule, and in each case, only if and to the
                extent
                additional Supplier Personnel and resources are required to do so
                in the
                desired timeframe. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              9.15

            	
              Network
                Configuration Data.

            


    

     

    Supplier
      (i) shall provide Hercules (and Hercules Third Party Contractors) with network
      configuration data with respect to the network provided and used by Supplier
      to
      provide Services to Hercules and/or the Eligible Recipients; and (ii) hereby
      grants Hercules (and Hercules Third Party Contractors) the right to use such
      data in connection with the performance of ancillary services (e.g., security
      reviews or audits) or the exercise of Hercules' other rights under this
      Agreement. 

     

    
      	
              10

            	
              HERCULES
                RESPONSIBILITIES

            


    

     

    
      	
              10.1

            	
              Responsibilities.

            


    

     

    In
      addition to Hercules' responsibilities as expressly set forth elsewhere in
      this
      Agreement, Hercules shall be responsible for the following:

     

    
      	 	
              (a)

            	
              Hercules
                Relationship Manager.
                Hercules shall designate one (1) individual to whom all Supplier
                communications concerning this Agreement may be addressed (the
                “Hercules
                Relationship Manager”),
                who shall have the authority to act on behalf of Hercules and the
                Eligible
                Recipients in all day-to-day matters pertaining to this Agreement.
                Hercules may change the designated Hercules Relationship Manager
                from time
                to time by providing notice to Supplier. Additionally, Hercules will
                have
                the option, but will not be obligated, to designate additional
                representatives who will be authorized to make certain decisions
                (e.g.,
                regarding emergency maintenance) if the Hercules Relationship Manager
                is
                not available.

            


    

     

    
      	 	
              (b)

            	
              Cooperation.
                Hercules shall cooperate with Supplier by, among other things, making
                available, as reasonably requested by Supplier, management decisions,
                information, approvals and acceptances so that Supplier may accomplish
                its
                obligations and responsibilities
                hereunder.

            


    

     

    
      	 	
              (c)

            	
              Requirement
                of Writing.
                To the extent Supplier is required under this Agreement to obtain
                Hercules' approval, consent or agreement, such approval, consent
                or
                agreement shall be in writing and shall be signed by or directly
                transmitted by electronic mail from the Hercules Relationship Manager
                or
                an authorized Hercules representative. Notwithstanding the preceding
                sentence, the Hercules Relationship Manager may agree in advance
                in
                writing that as to certain specific matters oral approval, consent
                or
                agreement will be sufficient.

            


    

     

    
      	
              10.2

            	
              Savings
                Clause.

            


    

     

    Supplier’s
      failure to perform its responsibilities under this Agreement or to meet the
      Service Levels shall be excused if and to the extent such Supplier
      non-performance is caused by (i) the wrongful or tortious actions of Hercules,
      an Eligible Recipient or a Hercules Third Party Contractor performing
      obligations on behalf of Hercules under this Agreement (unless and to the
      extent, as to Hercules Third Party Contractors, such failure is attributable
      to
      Supplier’s failure to properly manage such Hercules Third Party Contractor), or
      (ii) the failure of Hercules, an Eligible Recipient or such a Hercules Third
      Party Contractor to perform Hercules' expressly specified obligations under
      this
      Agreement, but only if (A) Supplier immediately notifies Hercules of such
      wrongful or tortious action or failure to perform and its inability to perform
      under such circumstances, (B) Supplier provides Hercules with every reasonable
      opportunity to correct such wrongful or tortious action or failure to perform
      and thereby avoid such Supplier non-performance, (C) Supplier identifies and
      pursues all commercially reasonable means to avoid or mitigate the impact of
      such wrongful or tortious action or failure to perform, (D) Supplier uses
      commercially reasonable efforts to perform notwithstanding such wrongful or
      tortious action or failure to perform, and (E) Supplier conducts a Root Cause
      Analysis and thereby demonstrates that such wrongful or tortious action or
      failure to perform is the cause of Supplier’s non-performance. Supplier
      acknowledges and agrees that the circumstances described in this Section
      10.2,
      together with force majeure, are the only circumstances in which its failure
      to
      perform its responsibilities under this Agreement or to meet the Service Levels
      will be excused and that Supplier will not assert any other act or omission
      of
      Hercules or the Eligible Recipients as excusing any such failure on Supplier’s
      part. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              11

            	
              CHARGES

            


    

     

    
      	
              11.1

            	
              General.
                

            


    

     

    
      	 	
              (a)

            	
              Payment
                of Charges.
                In consideration of Supplier’s performance of the Services, Hercules
                agrees to pay Supplier the applicable Charges set forth in Schedule
                J
                beginning as of the date specified therein. Supplier shall use
                commercially reasonable efforts to continually seek to identify methods
                of
                reducing such Charges and will notify Hercules of such methods and
                the
                estimated potential savings associated with each such
                method.

            


    

     

    
      	 	
              (b)

            	
              No
                Additional Charges.
                The Charges for the Services are set forth in Schedule
                J and
                there are no separate or additional charges for such Services. Any
                costs
                incurred by Supplier prior to the Commencement Date are included
                in the
                Charges as set forth in Schedule
                J and
                are not to be separately paid or reimbursed by
                Hercules.

            


    

     

    
      	 	
              (c)

            	
              Incidental
                Expenses. Supplier
                acknowledges that, except as expressly provided otherwise in this
                Agreement, expenses that Supplier incurs in performing the Services
                (including management, travel and lodging, document reproduction
                and
                shipping, desktop Equipment and other office Equipment required by
                Supplier Personnel, and long-distance telephone) are included in
                Supplier’s charges and rates set forth in this Agreement. Accordingly,
                such Supplier expenses are not separately reimbursable by Hercules
                unless
                Hercules has agreed in advance and in writing to reimburse Supplier
                for
                the expense.

            


    

     

    
      	 	
              (d)

            	
              Proration.
                Periodic charges under this Agreement are to be computed on a calendar
                month basis, and shall be prorated for any partial month on a calendar
                day
                basis.

            


    

     

    
      	 	
              (e)

            	
              Charges
                for Contract Changes.
                Unless otherwise agreed, changes in the Services (including changes
                in the
                Hercules Standards, Strategic Plans, Technology and Business Process
                Plans, business process, Software, Equipment and Systems) and changes
                in
                the rights or obligations of the Parties under this Agreement
                (collectively, “Contract
                Changes”)
                shall result in changes in the applicable Charges only if and to
                the
                extent (i) the Agreement expressly provides for a change in the Supplier
                Charges in such circumstances; (ii) the agreed upon Charges or pricing
                methodology expressly provides for a price change in such circumstances
                (for example, Schedule
                J
                specifies the number of FTEs or hours of coverage to be provided
                for the
                quoted price, or defines a Resource Unit rate for increased or decreased
                usage above or below the applicable Resource Baseline); or (iii)
                the
                Contract Change meets the definition of Billable Project or New Services
                and additional Charges are applicable in accordance therewith.
                Notwithstanding the foregoing, if a Contract Change causes a material
                increase or decrease in the number of billable Resource Units without
                a
                commensurate increase or decrease in the level of effort, resources
                or
                expense associated with the performance of the applicable Service,
                the
                Parties will discuss in good faith appropriate adjustments to the
                Resource
                Baselines and associated ARC and RRC rates as necessary to reflect
                the
                change in the number of Resource Units, but the Monthly Base Charges
                and
                ARC and RRC rates will be modified in connection therewith only if
                and to
                the extent such Contract Change results in a material change in the
                level
                of effort, resources or expense required to perform such
                Service.

            


    

     

    
      	 	
              (f)

            	
              Eligible
                Recipient Services.

            


    

     

    
      	 	
              (i)

            	
              Eligible
                Recipients.
                Supplier shall provide the Services to Eligible Recipients designated
                by
                Hercules. To the extent a designated Eligible Recipient will receive
                less
                than all of the Services, Hercules shall identify the categories
                of
                Services to be provided by Supplier to such Eligible
                Recipient.

            


    

     

    
      	 	
              (ii)

            	
              New
                Eligible Recipients.
                From time to time Hercules may request that Supplier provide Services
                to
                Eligible Recipients not previously receiving such Services. Except
                as
                provided in Section
                4.4
                or
                otherwise agreed by the Parties, such Services shall be performed
                in
                accordance with the terms, conditions and prices (excluding any
                non-recurring transition or start-up activities specific to such
                Eligible
                Recipients) then applicable to the provisions of the same Services
                to
                existing Eligible Recipients. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (iii)

            	
              Existing
                Supplier Customer.
                To the extent Hercules or an Eligible Recipient acquires an Entity
                such
                that it is also an Eligible Recipient and such Entity has an existing
                contract with Supplier for ITO services, Hercules may, in its discretion,
                designate such Entity as an Eligible Recipient under this Agreement
                and
                terminate the other contract for convenience or terminate this Agreement
                and the applicable Work Statements for convenience and roll the Service
                then being provided hereunder under the other contract. In either
                event,
                Supplier shall reduce and/or rollover to the extent possible the
                applicable termination charges and/or wind-down expenses Hercules
                would
                otherwise be obligated to pay in connection with such a termination.
                Supplier shall require Hercules to pay only unavoidable wind-down
                expenses
                (as defined in Section 2(a) or (b) of Schedule
                N
                and unamortized balance sheet items or other miscellaneous termination
                charges (as defined in Section 2(c) of Schedule
                N,
                unless and to the extent such items are rolled into the applicable
                termination charges under the surviving contract.
                

            


    

     

    
      	 	
              (iv)

            	
              Election
                Procedure.
                In the event of a transaction described in clause (c)
                or
                (d)
                within the definition of Eligible Recipient in Schedule
                A,
                Hercules may elect, on behalf of the Eligible Recipient in question,
                either (i) that such Eligible Recipient shall continue to obtain
                some or
                all of the Services subject to and in accordance with the terms and
                conditions of this Agreement for the remainder of the Term, (ii)
                that the
                Entity shall obtain some or all of the Services under a separate
                agreement
                between Supplier and such Entity containing the same terms and conditions
                as this Agreement or (iii) that the Term shall be terminated as to
                such
                Eligible Recipient with respect to some or all the Services as of
                a
                specified date, subject to its receipt of Termination Assistance
                Services
                pursuant to Section
                4.3.
                If the Services are provided under a separate agreement, Hercules
                shall
                have no obligation to pay any fees in relation to the Services provided
                to
                such Entity. Services provided to such Entity shall be included in
                the
                calculation of Service volumes, if any, under this Agreement, but
                shall be
                excluded when determining any Termination Charges payable to
                Supplier.

            


    

     

    
      	
              11.2

            	
              Pass-Through
                Expenses. 

            


    

     

    
      	 	
              (a)

            	
              Procedures
                and Payment.
                No new Pass-Through Expenses may be added without Hercules' prior
                consent,
                which it may withhold in its sole discretion. Before paying any
                Pass-Through Expense, Supplier shall (i) review and validate the
                invoiced
                charges, (ii) identify any errors or omissions, and (iii) communicate
                with
                the applicable vendor to correct any errors or omissions, resolve
                any
                questions or issues and obtain any applicable credits, rebates, discounts
                or other incentives for Hercules. Supplier shall deliver to Hercules
                the
                original vendor invoice, together with any documentation supporting
                such
                invoice and a statement that Supplier has reviewed and validated
                the
                invoiced charges, within ten (10) days after Supplier’s receipt thereof;
                provided that, if earlier, Supplier shall use commercially reasonable
                efforts to deliver such invoice, documentation and statement at least
                five
                (5) business days prior to the date on which payment is due; and
                provided
                further that, if it is not possible to deliver such invoice, documentation
                and statement at least five (5) business days prior to the due date,
                Supplier shall promptly notify Hercules and, at Hercules' option,
                either
                request additional time for review and validation or submit the invoice
                for payment subject to subsequent review and validation. If the vendor
                offers a discount for payment prior to a specified date, Supplier
                shall
                use commercially reasonable efforts to deliver such invoice and associated
                documentation to Hercules at least five (5) days prior to such date.
                In
                addition, during the last month of each calendar quarter, Supplier
                shall
                use commercially reasonable efforts to deliver all such invoices
                and
                associated documentation to Hercules by the end of the month and,
                to the
                extent that is not possible, Supplier shall provide Hercules with
                information sufficient to accrue the applicable expenses on or before
                the
                end of such month. 

            


    

     

    
      	 	
              (b)

            	
              Efforts
                to Minimize.
                Supplier will continually seek to identify methods of reducing and
                minimizing Hercules' retained and Pass-Through Expenses and will
                notify
                Hercules of such methods and the estimated potential savings associated
                with each such method.

            


    

     

    
      	
              11.3

            	
              Reserved.
                

            


    

     

    
      	
              11.4

            	
              Taxes.

            


    

     

    The
      Parties’ respective responsibilities for taxes arising under or in connection
      with this Agreement shall be as follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    (a) Income
      Taxes. Each
      Party shall be responsible for its own Income Taxes.

     

    
      	 	
              (b)

            	
              Sales,
                Use and Property Taxes. Each
                Party shall be responsible for any sales, lease, use, personal property,
                stamp, duty or other such taxes on Equipment, Software or property
                it owns
                or leases from a third party, including any lease assigned pursuant
                to
                this Agreement, and/or for which it is financially responsible under
                this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Recoverable
                Taxes.
                All sums payable under or in connection with this Agreement shall
                be
                exclusive of Recoverable Taxes, and each Party shall, in addition
                to such
                sums, pay such Recoverable Taxes properly chargeable thereon on receipt
                of
                a valid invoice. Supplier shall note any amounts that may be subject
                to
                Recoverable Taxes on each invoice to facilitate Hercules’ internal
                processes regarding Recoverable Taxes, including the payment and
                recovery
                of such Recoverable Taxes with applicable jurisdictions.
                

            


    

     

    
      	 	
              (d)

            	
              Taxes
                on Goods or Services Used by Supplier. Supplier
                shall be responsible for all sales, service, value-added, lease,
                use,
                personal property, excise, consumption, and other taxes and duties,
                including VAT, payable by Supplier on any goods or services used
                or
                consumed by Supplier in providing the Services (including services
                obtained from Subcontractors) where the tax is imposed on Supplier’s
                acquisition or use of such goods or services and the amount of tax
                is
                measured by Supplier’s costs in acquiring or procuring such goods or
                services and not by Hercules' cost of acquiring such goods or services
                from Supplier.

            


    

     

    
      	 	
              (e)

            	
              Service
                Taxes.
                

            


    

     

    
      	 	
              (i)

            	
              Hercules
                shall be financially responsible for all Service Taxes existing as
                of the
                Effective Date that are assessed against either Party on the Services
                as a
                whole, or on any particular Service by a Tax Authority in a jurisdiction
                in which Hercules and/or the Eligible Recipients are physically located
                and receive the Services (“Hercules
                Service Taxes”).
                If new or higher Hercules Service Taxes become applicable to the
                Services
                as a result of either Party moving all or part of its operations
                to a
                different jurisdiction (e.g., Hercules opening a new office, Supplier
                relocating performance of Services to a shared service center or
                assigning
                this Agreement to an Affiliate) the Party initiating such move shall
                be
                financially responsible for such new or higher Hercules Service Taxes.
                If
                new or higher Hercules Service Taxes become applicable to such Services
                after the Effective Date for any other reason (e.g., tax law changes,
                but
                not volume changes) the Parties shall negotiate in good faith and
                diligently seek to agree upon legally permissible means of avoiding
                or
                minimizing such new or higher Hercules Service Taxes and/or an allocation
                or sharing of financial responsibility for such additional Hercules
                Service Taxes. If the Parties are unable to agree upon such measures,
                Hercules shall be financially responsible for such additional Hercules
                Service Taxes to the extent the financial impact of all such new
                or higher
                Service Taxes does not exceed three percent (3%) of the then-current
                monthly Charges. To the extent the financial impact exceeds three
                percent
                (3%), the Parties shall each be financially responsible for fifty
                percent
                (50%) of the additional Hercules Service Taxes exceeding that threshold.
                

            


    

     

    
      	 	
              (ii)

            	
              Supplier
                shall be financially responsible for all Service Taxes existing as
                of the
                Effective Date assessed against either Party on the provision of
                the
                Services as a whole, or on any particular Service by a Tax Authority
                in a
                jurisdiction from which such Services are provided by Supplier
                (“Supplier
                Service Taxes”).
                If new or higher Supplier Service Taxes become applicable to the
                Services
                as a result of either Party moving all or part of its operations
                to a
                different jurisdiction, the Party initiating such move shall be
                financially responsible for such new or higher Supplier Service Taxes.
                If
                new or higher Supplier Service Taxes become applicable to such Services
                after the Effective Date for any other reason (e.g., tax law changes,
                but
                not volume changes), Supplier shall, within thirty (30) days, prepare
                a
                detailed proposal identifying all viable and legally permissible
                means of
                avoiding or minimizing such new or higher Supplier Service Taxes
                without
                adversely impacting the quality or price of the Services or the business
                objectives or requirements of Hercules and the Eligible Recipients,
                including the possibility of modifying or reducing the nature or
                scope of
                the Services to be delivered from such jurisdiction, or migrating
                the
                delivery of such Services to Supplier Facilities in other jurisdictions.
                In preparing its proposal, Supplier shall give due consideration
                to any
                legally permissible means of avoiding or minimizing such Service
                Taxes

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    proposed
      by Hercules. Following Hercules’ receipt and review of Supplier’s proposal, the
      Parties shall negotiate in good faith and diligently seek to agree upon legally
      permissible means of avoiding or minimizing such new or higher Supplier Service
      Taxes and/or an allocation or sharing of financial responsibility for such
      additional Supplier Service Taxes. If the Parties are unable to agree upon
      such
      measures, Supplier shall be financially responsible for such additional Supplier
      Service Taxes to the extent the financial impact of all such new or higher
      Service Taxes does exceed three percent (3%) of the then-current monthly
      Charges. To the extent the financial impact exceeds three percent (3%), the
      Parties shall each be financially responsible for fifty percent (50%) of the
      additional Supplier Service Taxes exceeding that threshold.

     

    
      	 	
              (iii)

            	
              If
                required under applicable Laws, Supplier shall invoice Hercules for
                the
                full amount of the Service Taxes and then credit or reimburse Hercules
                for
                that portion of such Service Taxes for which Supplier is financially
                responsible under this provision. 

            


    

     

    
      	 	
              (f)

            	
              Withholding.
                Any withholding tax or other tax of any kind that Hercules is required
                by
                applicable Law to withhold and pay on behalf of Supplier with respect
                to
                amounts payable to Supplier under this Agreement shall be deducted
                from
                said amount prior to remittance to Supplier. Hercules will provide
                to
                Supplier reasonable assistance, which shall include the provision
                of
                documentation as required by revenue authorities, to enable Supplier
                to
                claim exemption from or obtain a repayment of such withheld taxes
                and
                will, upon request, provide Supplier with a copy of the withholding
                tax
                certificate. 

            


    

     

    
      	 	
              (g)

            	
              Telecommunication
                Surcharges or User Fees.
                To the extent Hercules is responsible under Schedule
                J
                for telecommunication surcharges or user fees imposed by government
                authorities and associated with the Services and the allocation of
                such
                fees or surcharges is within Supplier’s or its Subcontractors’ discretion,
                Supplier and its Subcontractors shall act fairly and equitably in
                allocating such fees and surcharges to Hercules, and Hercules and
                the
                Eligible Recipients shall not receive more than a proportionate share
                of
                such fees and surcharges. In addition, in the event any such fee
                or
                surcharge for which Hercules or an Eligible Recipient is responsible
                is
                subsequently reduced or vacated by the appropriate regulatory authority
                or
                court of competent jurisdiction, Supplier shall seek on behalf of
                Hercules
                a refund of any overpayment of such fee or surcharge by Hercules
                or the
                Eligible Recipient.

            


    

     

    
      	 	
              (h)

            	
              Notice
                of New Taxes and Charges.
                Supplier shall promptly notify Hercules when it becomes aware of
                any new
                taxes or other charges (including changes to existing taxes or charges)
                to
                be passed through and/or collected by Hercules under this Section.
                Such
                notification (which may be separate from the first invoice reflecting
                such
                taxes or other charges) shall contain a detailed explanation of such
                taxes
                or charges, including the effective date of each new tax or
                charge.

            


    

     

    
      	 	
              (i)

            	
              Efforts
                to Minimize Taxes.
                Supplier shall cooperate fully with Hercules to enable Hercules to
                more
                accurately determine its own tax liability (including Recoverable
                Taxes)
                and to minimize such liability to the extent legally permissible.
                Supplier’s invoices shall separately state the Charges that are subject to
                taxation, the Service Taxes associated with such Charges, and any
                amounts
                that may be Recoverable Taxes. Each Party will provide and make available
                to the other any resale certificates, information regarding out-of-state
                or out-of-country sales or use of equipment, materials, or services,
                and
                other exemption certificates or information reasonably requested
                by either
                Party. At Hercules' request, Supplier shall provide Hercules with
                (i)
                written confirmation that Supplier has filed all required tax forms
                and
                returns required in connection with any Service Taxes collected from
                Hercules, and has collected and remitted all applicable Service Taxes,
                and
                (ii) such other information pertaining to applicable Taxes as Hercules
                may
                reasonably request.

            


    

     

    
      	 	
              (j)

            	
              Tax
                Audits or Proceedings. Each
                Party shall promptly notify the other Party of, and coordinate with
                the
                other Party, the response to and settlement of, any claim for taxes
                asserted by applicable taxing authorities for which the other Party
                is
                financially responsible hereunder. With respect to any claim arising
                out
                of a form or return signed by a Party to this Agreement, such Party
                shall
                have the right to elect to control the response to and settlement
                of the
                claim, but the other Party shall have the right to participate in
                the
                responses and settlements to the extent appropriate given its potential
                responsibilities or liabilities. Each Party also shall have the right
                to
                challenge the imposition of any tax liability for which it is financially
                responsible under this Agreement or, if necessary, to direct the
                other
                Party to challenge the imposition of any such tax liability. If either
                Party requests the other to challenge the imposition of any tax liability,
                such other Party shall do so

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    (unless
      and to the extent it assumes financial responsibility for the tax liability
      in
      question), and, the requesting Party shall reimburse the other for all fines,
      penalties, interest, additions to taxes or similar liabilities imposed in
      connection therewith, plus the reasonable legal, accounting and other
      professional fees and expenses it incurs. Each Party shall be entitled to any
      tax refunds or rebates obtained with respect to the taxes for which such Party
      is financially responsible under this Agreement. 

     

    
      	 	
              (k)

            	
              Tax
                Filings.
                Each Party represents, warrants and covenants that it will file
                appropriate tax returns, and pay applicable taxes owed arising from
                or
                related to the provision of the Services in applicable jurisdictions.
                Supplier represents, warrants and covenants that it is registered
                to and
                will collect and remit Service Taxes in all applicable
                jurisdictions.

            


    

     

    
      	
              11.5

            	
              Extraordinary
                Events.

            


    

     

    (a) 
Definition.
      As used
      in this Agreement, an “Extraordinary
      Event”
shall
      mean a circumstance in which an event or discrete set of events has occurred
      or
      is planned with respect to the business of Hercules or the Eligible Recipients
      that results or will result in a change in the scope, nature or volume of the
      Services that Hercules and the Eligible Recipients will require from Supplier,
      and which is expected to cause the estimated average monthly usage of any
      chargeable Resource Unit to increase or decrease by twenty percent (20%) or
      more
      from the actual average monthly usage for the preceding twelve (12) months
      (or,
      if less, the number of months for which such data is available), provided that
      such increase or decrease is not temporary or seasonal and that such decrease
      is
      not due to Hercules resuming the provision of Services itself or transferring
      the provision of the Services to another services provider. Examples of the
      kinds of events that might cause such substantial increases or decreases include
      the following:

     

    
      	 	
              (i)

            	
              changes
                in locations where the Eligible Recipients
                operate;

            


    

     

    
      	 	
              (ii)

            	
              changes
                in products of, or in markets served by, the Eligible
                Recipients;

            


    

     

    
      	 	
              (iii)

            	
              mergers,
                acquisitions, divestitures or reorganizations of the Eligible
                Recipients;

            


    

     

    
      	 	
              (iv)

            	
              changes
                in the method of service delivery; 

            


    

     

    
      	 	
              (v)

            	
              changes
                in the applicable regulatory
                environment;

            


    

     

    
      	 	
              (vi)

            	
              changes
                in Hercules' policy, technology or
                processes;

            


    

     

    
      	 	
              (vii)

            	
              changes
                in market priorities; or

            


    

     

    
      	 	
              (viii)

            	
              changes
                in the business units being serviced by
                Supplier.

            


    

     

    
      	 	
              (b)

            	
              Consequence.
                If an Extraordinary Event occurs, Hercules may, at its option, request
                more favorable pricing with respect to applicable Charges specified
                in
                Schedule
                J
                in
                accordance with the following:

            


    

     

     

    
      	 	
              (1)

            	
              Supplier
                and Hercules shall mutually determine on a reasonable basis the
                efficiencies, economies, savings and resource utilization reductions
                resulting from such Extraordinary Event and, upon Hercules' approval,
                Supplier shall then proceed to implement such efficiencies, economies,
                savings and resource utilization reductions as quickly as practicable
                and
                in accordance with the agreed upon schedule. As the efficiencies,
                economies, savings or resource utilization reductions are realized,
                the
                Charges specified on Schedule
                J
                and any affected Resource Baselines shall be promptly and equitably
                adjusted to pass through to Hercules the full benefit of such
                efficiencies, economies, savings and resource utilization reductions;
                provided, that Hercules shall reimburse Supplier for any net costs
                or
                expenses incurred to realize such efficiencies, economies, savings
                or
                resource utilization reductions if and to the extent Supplier (i)
                notifies
                Hercules of such additional costs and obtains Hercules' approval
                prior to
                incurring such costs, (ii) uses commercially reasonable efforts to
                identify and consider practical alternatives, and reasonably determines
                that there is no other more
                practical

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    or
      cost
      effective way to obtain such savings without incurring such expenses, and (iii)
      uses commercially reasonable efforts to minimize the additional costs to be
      reimbursed by Hercules.

     

    
      	 	
              (2)

            	
              Subject
                to Section
                4.4,
                an Extraordinary Event shall not result in Charges to Hercules being
                higher than such Charges would have been if the rates and charges
                specified in Schedule
                J
                had been applied. Hercules may, at its sole option, elect, for each
                Extraordinary Event, at any time to forego its rights under this
                Section
                11.5
                and instead, apply the rates and charges (e.g., ARCs and RRCs) specified
                in Schedule
                J
                to
                adjust the Charges.

            


    

     

    


    
      	
              11.6

            	
              Reserved.

            


    

     

    
      	
              11.7

            	
              Refundable
                Items.

            


    

     

    
      	 	
              (a)

            	
              Prepaid
                Amounts.
                Where Hercules and/or the Eligible Recipients have prepaid for a
                service
                or function for which Supplier is assuming financial responsibility
                under
                this Agreement, Supplier shall promptly refund to Hercules or such
                Eligible Recipient, upon either Party identifying the prepayment,
                that
                portion of such prepaid expense which is attributable to periods
                on and
                after the Commencement Date. 

            


    

     

    
      	 	
              (b)

            	
              Refunds
                and Credits.
                If Supplier should receive a refund, credit, discount or other rebate
                for
                goods or services paid for by Hercules and/or the Eligible Recipients
                on a
                Pass-Through Expense, Retained Expense, cost-plus or cost-reimbursement
                basis, then Supplier shall (i) notify Hercules of such refund, credit,
                discount or rebate and (ii) promptly pay the full amount of such
                refund,
                credit, discount or rebate to Hercules or such Eligible
                Recipient.

            


    

     

    
      	
              11.8

            	
              Hercules
                Benchmarking Reviews.

            


    

     

    
      	 	
              (a)

            	
              Benchmarking
                Review. From
                time to time during the Term, Hercules may, at its expense and subject
                to
                this Section
                11.8,
                engage the services of an independent and recognized third party
                (e.g.,
                Gartner Inc.) (a “Benchmarker”)
                to compare the quality and cost of all or any portion of the Services
                against the quality and cost of other well managed service providers
                performing similar services to ensure that Hercules is receiving
                from
                Supplier pricing and levels of service that are competitive with
                market
                rates, prices and service levels, given the nature, volume and type
                of
                Services provided by Supplier hereunder (“Benchmarking”).
                The Parties shall confer in good faith (with the assistance of the
                Benchmarker) regarding the methodology to be used by the Benchmarker
                during the Benchmarking. In making this comparison and any adjustments
                related thereto, the Benchmarker shall substantially comply with
                such
                agreed upon methodology and consider the following factors: (i) whether
                supplier transition charges are paid by the customer as incurred
                or
                amortized over the term of this Agreement; (ii) the extent to which
                supplier pricing includes the purchase of the customer’s existing assets;
                (iii) the extent to which supplier pricing includes the cost of acquiring
                future assets; (iv) the extent to which this Agreement calls for
                Supplier
                to provide and comply with unique Hercules requirements; and (v)
                whether
                Service Taxes are included in such pricing or stated separately in
                supplier invoices.

            


    

     

    
      	 	
              (b)

            	
              General.
                The Benchmarker engaged by Hercules shall be a nationally recognized
                firm
                with experience in benchmarking similar services (e.g., Gartner Group
                or
                Compass). Prior to selecting the Benchmarker, Hercules shall confer
                in
                good faith with Supplier as to the Benchmarker and methodology to
                be
                employed, but shall not be obligated to proceed in accordance with
                Supplier’s views and recommendations. The Benchmarker engaged by Hercules
                shall execute a non-disclosure agreement substantially in the form
                attached hereto as Exhibit
                1.
                Supplier shall cooperate fully with Hercules and the Benchmarker
                during
                such effort, and shall (i)  provide the Benchmarker reasonable access
                to any premises, equipment, personnel or documents; and (ii) provide
                any
                assistance required by the Benchmarker to conduct the Benchmarking,
                all at
                Supplier’s cost and expense. Notwithstanding the preceding sentence,
                Supplier shall not be obligated to disclose to the Benchmarker the
                confidential information of other Supplier customers. The Benchmarking
                shall be conducted so as not to unreasonably disrupt Supplier’s operations
                under this Agreement. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (c)

            	
              Result
                of Benchmarking.
                If the Benchmarker finds that the Charges paid by Hercules for all
                Services or for any service element are greater than the lowest
                twenty-five percent (25%) of the prices charged by other well managed
                service providers for work of a similar nature, type or volume, (the
                “Benchmark
                Standard”),
                the Parties shall meet and negotiate in good faith as to reductions
                in the
                Charges to eliminate any unfavorable variance. If the Parties are
                unable
                to agree upon such reductions, Hercules may, at its option, terminate
                the
                Services in whole or in part. If Hercules elects to terminate on
                this
                basis, Hercules shall pay a Termination Charge equal to fifty percent
                (50%) of the Termination Charge it would have been obligated to pay
                under
                Schedule
                N
                if
                it had terminated for convenience under Section
                20.2.
                If the Services are terminated in part, Supplier’s Charges shall be
                equitably adjusted to reflect the Services no longer performed by
                Supplier. 

            


    

     

    
      	 	
              (d)

            	
              Supplier
                Review and Dispute.
                Hercules shall provide Supplier with a copy of the Benchmarker’s report
                and Supplier shall have ten (10) days to review such report and contest
                the Benchmarker’s findings. If the Parties are unable to agree upon the
                validity of such findings, the matter shall be resolved pursuant
                to the
                dispute resolution procedures set forth in Article
                19.
                Reductions in Supplier’s Charges shall be implemented effective as of the
                date the Benchmarker’s report was first provided to Supplier.
                

            


    

     

    
      	
              11.9

            	
              Most
                Favored Customer.

            


    

     

    Supplier’s
      Charges to Hercules for Services to be provided under this Agreement shall
      be in
      the lowest twenty-five percent (25%) quartile of Supplier’s charges to other
      commercial customers for the same or substantially similar services normalized
      to reflect, as appropriate, differences in volume of Services (scale), scope
      of
      Services, service levels, financing or payment streams, geographic distribution,
      complexity of supported environment, technologies employed, terms and
      conditions, market factors and other pertinent factors that may be relevant
      to a
      comparison of fees payable by different customers (“Similar
      Services”).
      If
      Supplier’s charges to Hercules are outside the lowest twenty-five percent (25%)
      quartile of Supplier’s prices for Similar Services, Supplier shall adjust the
      Hercules charges effective as of the date mutually agreed upon. At the end
      of
      each Contract Year, a financial officer of Supplier shall certify in writing
      that Supplier has strictly complied with this provision. The provisions of
      this
Section 11.9
      shall
      not (i) apply in respect of any agreements with any Supplier customer in effect
      as of the Effective Date or (ii) any proof of concept or pilot programs offered
      by Supplier to any of its customers. 

     

    
      	
              12

            	
              INVOICING
                AND PAYMENT

            


    

     

    
      	
              12.1

            	
              Invoicing.

            


    

     

    
      	 	
              (a)

            	
              Invoice.
                Within fifteen (15) days after the beginning of each month, Supplier
                shall
                present Hercules with one or more invoices for any Charges due and
                owing
                for the preceding month (the “Monthly
                Invoice”),
                including Monthly Base Charges, Transition Services Charges and ARCs
                and
                RRCs. At Hercules’ request, Supplier shall provide separate Monthly
                Invoices for each Eligible Recipient (or group of Eligible Recipients
                designated by Hercules, such as Hercules’ U.S. based Eligible Recipients
                and European based Eligible Recipients) then receiving Services,
                with the
                Charges allocated among such Eligible Recipients or groups of Eligible
                Recipients based on the chargeback data generated by Supplier, and/or
                the
                allocation methodology provided by Hercules. The Monthly Invoice(s)
                shall
                be delivered to Hercules, at its request, at the address(es) listed
                in
                Section
                21.3,
                and/or electronically. Concurrent with the delivery of such Monthly
                Invoice(s), Supplier shall provide Hercules with a Report summarizing
                all
                Monthly Invoice(s). Supplier shall not invoice Hercules for any advance
                or
                concurrent charges or other
                amounts.

            


    

     

    
      	 	
              (b)

            	
              Form
                and Data.
                Each invoice shall be in the form specified in Exhibit
                2
                and shall (i) comply with all applicable legal, regulatory and accounting
                requirements, (ii) allow Hercules to validate volumes and fees, (iii)
                comply with the chargeback and other billing requirements defined
                in
                Exhibit
                2,
                and (iv) meet Hercules' and the Eligible Recipient’s business, accounting
                and billing requirements. Each invoice shall include the pricing
                calculations and related data utilized to establish the Charges and
                sufficient information to validate the service volumes and associated
                Charges. The data underlying each invoice shall be delivered to Hercules
                electronically in a form and format compatible with Hercules' accounting
                systems.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (c)

            	
              Credits.
                To the extent a credit may be due to Hercules pursuant to this Agreement,
                Supplier shall provide Hercules with an appropriate credit against
                amounts
                then due and owing; if no further payments are due to Supplier, Supplier
                shall pay such amounts to Hercules within fifteen (15)
                days.

            


    

     

    
      	 	
              (d)

            	
              Time
                Limitation.
                If Supplier fails to provide an invoice to Hercules for any amount
                within
                ninety (90) days after the month in which the Services in question
                are
                rendered or the expense incurred, Supplier shall waive any right
                it may
                otherwise have to invoice for and collect such
                amount.

            


    

     

    
      	
              12.2

            	
              Payment
                Due.
                

            


    

     

    Subject
      to the other provisions of this Article
      12,
      each
      Monthly Invoice provided for under Section
      12.1
      shall be
      due and payable within sixty (60) days after receipt by Hercules of such Monthly
      Invoice, unless the amount in question is disputed in accordance with
Section
      12.4.
      Any
      undisputed amount due under this Agreement for which a time for payment is
      not
      otherwise specified also shall be due and payable within sixty (60) days.


     

    
      	
              12.3

            	
              Set
                Off.

            


    

     

    With
      respect to any amount to be paid or reimbursed by Hercules hereunder, Hercules
      may set off against such amount any undisputed amount that Supplier is obligated
      to pay Hercules hereunder.

     

    
      	
              12.4

            	
              Disputed
                Charges.

            


    

     

    Hercules
      may withhold payment of particular Charges that Hercules reasonably disputes
      in
      good faith subject to the following: 

     

    
      	 	
              (a)

            	
              Notice
                of Dispute.
                If Supplier’s invoice includes sufficient detail and supporting
                documentation to enable Hercules to reasonably determine whether
                Supplier’s Charges are in accordance with this Agreement, Hercules shall
                notify Supplier on or before the payment due date of such invoice
                if it
                disputes any of the Charges in such
                invoice.

            


    

     

    
      	 	
              (b)

            	
              Notice
                of Insufficient Detail, Documentation and Dispute.
                If Supplier’s invoice does not include sufficient detail and supporting
                documentation to enable Hercules to reasonably determine whether
                Supplier’s Charges are in accordance with this Agreement, Hercules shall
                so notify Supplier on or before the payment due date. Supplier shall
                promptly provide such reasonable detail and supporting documentation,
                and
                Hercules shall notify Supplier within ten (10) business days after
                receipt
                thereof by the Hercules Relationship Manager or his or her designee
                whether it disputes any of the Charges in Supplier’s
                invoice.

            


    

     

    
      	 	
              (c)

            	
              Description
                and Explanation.
                If Hercules disputes any Supplier Charges, Hercules shall so notify
                Supplier and provide a description of the particular Charges in dispute
                and an explanation of the reason why Hercules disputes such
                Charges.

            


    

     

    
      	 	
              (d)

            	
              Escrow.
                To the extent the disputed Charges exceed, in the aggregate, an amount
                equal to the average of the total monthly Charges for the preceding
                six
                (6) months (i.e., the total Charges for the preceding six (6) months,
                divided by six), the excess disputed Charges shall be paid or deposited
                by
                Hercules in an interest bearing escrow account for the benefit of
                both
                Parties at a United States financial institution reasonably acceptable
                to
                Supplier until such dispute has been resolved. Upon resolution of
                such
                dispute, such escrowed amounts and interest earned on such escrowed
                amounts shall be allocated to each Party to the extent a Party
                prevails.

            


    

     

    
      	 	
              (e)

            	
              Continued
                Performance.
                Each Party agrees to continue performing its obligations under this
                Agreement while any dispute is being resolved unless and until such
                obligations are terminated by the termination or expiration of this
                Agreement.

            


    

     

    No
      Waiver.
      Neither
      the failure to dispute any Charges or amounts prior to payment nor the failure
      to withhold any amount shall constitute, operate or be construed as a waiver
      of
      any right Hercules may otherwise have to dispute any Charge or amount or recover
      any amount previously paid.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              13

            	
              Hercules
                DATA AND OTHER CONFIDENTIAL
                INFORMATION

            


    

     

    
      	
              13.1

            	
              Confidential
                Information.

            


    

     

    Nothing
      in this Section
      13.1
      is
      intended to limit the obligations of Supplier under Sections
      13.2
      and
13.3 of
      this
      Agreement with respect to the Hercules Data addressed in such Sections and,
      to
      the extent the provisions of Sections
      13.2
      or
13.3 conflict
      with the provisions of this Section 13.1 as
      they
      pertain to Hercules Data, the provisions of Sections 13.2
      or
13.3 shall
      control over the provisions of Section
      13.1,
      as
      applicable.

    


    


    
      	 	
              (a)

            	
              Confidential
                Information.
                Supplier and Hercules each acknowledge that the other possesses and
                will
                continue to possess information that has been developed or received
                by it,
                has commercial value in its or its customers’ business and is not
                generally available to the public. Except as otherwise specifically
                agreed
                in writing by the Parties, “Confidential
                Information”
                means (i) this Agreement and the terms hereof and thereof, (ii) all
                information marked confidential, restricted or proprietary by either
                Party, and (iii) any other information that is treated as confidential
                by
                the disclosing Party and would reasonably be understood to be
                confidential, whether or not so marked. In the case of Hercules and
                the
                Eligible Recipients, Confidential Information also shall include
                Software,
                Developed Materials, Hercules Data, Hercules Personal Data, Authorized
                User information, attorney-client privileged materials, attorney
                work
                product, customer lists, customer contracts, customer information,
                rates
                and pricing, information with respect to competitors, strategic plans,
                account information, research information, information that contains
                trade
                secrets, financial/accounting information (including assets, expenditures,
                mergers, acquisitions, divestitures, billings collections, revenues,
                finances, forecasts and budgets), human resources and personnel
                information, marketing/sales information, information regarding
                businesses, plans, operations, mergers, acquisitions, divestitures,
                third
                party contracts, licenses, internal or external audits, law suits,
                regulatory compliance or other information or data obtained, received,
                transmitted, processed, stored, archived, or maintained by Supplier
                under
                this Agreement. 

            


    

    


    
      	 	
              (b)

            	
              Disclosure
                of Confidential Information.

            


    

    


    
      	 	
              (i)

            	
              The
                Disclosing Party represents and warrants that it has the right to
                disclose
                its Confidential Information to the Receiving Party, subject to the
                confidentiality obligations contained in this Section
                13.1.

            


    

     

    
      	 	
              (ii)

            	
              During
                the term of this Agreement and at all times thereafter as specified
                in
                Section
                13.5,
                each Receiving Party (A) shall hold Confidential Information received
                from
                a Disclosing Party in confidence and shall use such Information only
                for
                the purposes of fulfilling its obligations or exercising its rights
                under
                this Agreement and for no other purposes, and (B) shall not disclose,
                provide, disseminate or otherwise make available any Confidential
                Information of the Disclosing Party to any third party without the
                express
                written permission of the Disclosing Party, unless expressly permitted
                by
                Sections 13.1(b)(iii)
                and 13.1(b)(iv)
                below or elsewhere in this Agreement. Each Receiving Party shall
                use at
                least the same degree of care to safeguard and to prevent disclosure
                and
                misuse of the Disclosing Party’s Confidential Information to third parties
                as the Receiving Party employs to avoid unauthorized disclosure,
                publication, dissemination, destruction, loss, or alteration of its
                own
                information (or information of its customers) of a similar nature,
                but not
                less than reasonable care. 

            


    

     

    
      	 	
              (iii)

            	
              A
                Receiving Party may disclose Confidential Information of the Disclosing
                Party to its employees, directors, attorneys, financial advisors,
                contractors and agents provided that (A) such person or entity has
                a need
                to know the Confidential Information for purposes of performing his
                or her
                obligations under or with respect to this Agreement or as otherwise
                naturally occurs in such person’s scope of responsibility, (B) such
                disclosure is made pursuant to an obligation of confidentiality upon
                such
                person or entity that is no less stringent than that set forth in
                this
                Section 13.1,
                and (C) such disclosure is not in violation of Law. The Receiving
                Party
                assumes full responsibility for the acts or omissions of any person
                or
                entity to whom it discloses Confidential Information of the Disclosing
                Party regarding their use of such Confidential Information and must
                take
                commercially reasonable

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    measures
      to protect the Confidential Information from disclosure or use in contravention
      of this Agreement. 

    


    
      	 	
              (iv)

            	
              A
                Receiving Party may disclose Confidential Information of a Disclosing
                Party as required to satisfy any legal requirement of a competent
                government body, provided that, promptly upon receiving any such
                request,
                the Receiving Party, to the extent it may legally do so, gives notice
                to
                the Disclosing Party of the Confidential Information to be disclosed
                and
                the identity of the third party requiring such disclosure prior to
                the
                making such disclosure in order that the Disclosing Party may interpose
                an
                objection to such disclosure, take action to assure confidential
                handling
                of the Confidential Information, or take such other action as it
                deems
                appropriate to protect the Confidential Information. The Receiving
                Party
                shall use commercially reasonable efforts to cooperate with the Disclosing
                Party in its efforts to seek a protective order or other appropriate
                remedy or, in the event such protective order or other remedy is
                not
                obtained, to obtain assurance that confidential treatment will be
                accorded
                such Confidential Information. 

            


    

    


    
      	 	
              (v)

            	
              Unless
                expressly permitted by this Agreement, neither Party shall (A) make
                any
                use or copies of the Confidential Information of the other Party
                except as
                expressly contemplated by this Agreement, (B) possess or acquire
                any right
                in or assert any lien against the Confidential Information of the
                other
                Party, (C) sell, assign, transfer, lease, encumber, or otherwise
                dispose
                of or disclose the Confidential Information of the other Party to
                third
                parties or commercially exploit, or permit a third party to commercially
                exploit, such Information, or (D) refuse for any reason (including
                a
                default or material breach of this Agreement by the other Party)
                to
                promptly provide the other Party’s Confidential Information (including any
                copies thereof) to the other Party if requested to do so.
                

            


    

     

    
      	 	
              (vi)

            	
              Notwithstanding
                the foregoing, Hercules may disclose Confidential Information relating
                to
                the financial or operational terms of this Agreement and/or Supplier’s
                performance hereunder (e.g., applicable Service Levels and measurements
                of
                Supplier’s performance with respect to such Service Levels) in connection
                with a benchmarking under Section
                11.8
                or
                the solicitation of proposals for or the procurement of the same
                or
                similar services from prospective Hercules Third Party Contractors;
                provided, however, Hercules may not divulge Supplier’s pricing for the
                Services in connection with any such solicitation or procurement.
                

            


    

     

    
      	 	
              (vii)

            	
              Each
                Party shall take all necessary steps to cause its employees comply
                with
                these confidentiality provisions.

            


    

     

    
      	 	
              (c)

            	
              Exclusions.
                Notwithstanding the above, Section
                13.1(b)
                shall not apply to any particular information which the receiving
                Party
                can demonstrate (i) is, at the time of disclosure to it, generally
                available to the public other than through a breach of the Receiving
                Party’s or a third party’s confidentiality obligations; (ii) after
                disclosure to it, is published by the Disclosing Party or otherwise
                becomes generally available to the public other than through a breach
                of
                the Receiving Party’s or a third party’s confidentiality obligations;
                (iii) was lawfully in the possession of the Receiving Party immediately
                prior to the time of disclosure to it; (iv) is received from a third
                party
                having a lawful right to disclose such information; or (v) is
                independently developed by the Receiving Party without reference
                to the
                Disclosing Party’s Confidential Information.


            


    

    


    
      	 	
              (d)

            	
              Loss
                of Confidential Information.
                Each Party shall (i) immediately notify the other Party of any possession,
                use, knowledge, disclosure, or loss of such other Party’s Confidential
                Information in contravention of this Agreement, (ii) promptly furnish
                to
                the other Party all known details and assist such other Party in
                investigating and/or preventing the reoccurrence of such possession,
                use,
                knowledge, disclosure, or loss, (iii) cooperate with the other Party
                in
                any investigation or litigation deemed necessary by such other Party
                to
                protect its rights, and (iv) promptly use all commercially reasonable
                efforts to prevent further possession, use, knowledge, disclosure,
                or loss
                of Confidential Information in contravention of this Agreement. Each
                Party
                shall bear any costs it incurs in complying with this Section
                13.1(d).

            


    

    


    
      	 	
              (e)

            	
              No
                Implied Rights
                Nothing contained in this Section 13.1
                shall be construed as obligating a Party to disclose its Confidential
                Information to the other Party, or as granting to or conferring on
                a
                Party, expressly or impliedly, any rights or license to any Confidential
                Information of the other Party.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (f)

            	
              Return
                or Destruction of Confidential Information.
                Each Party shall securely store the other Party’s Confidential Information
                until such Confidential Information is returned or destroyed as described
                in this Section. Except as provided below with respect to contract
                records, each Party shall destroy all documentation in any medium
                that
                contains, refers to, or relates to the other Party’s Confidential
                Information (or the portion of such Confidential Information specified
                by
                the other Party) or shall return such documentation to the other
                Party or
                its designee, in the format and on the media prescribed by the other
                Party, (i) within thirty (30) days of the expiration or termination
                of
                this Agreement and completion of each Party’s obligations hereunder,
                including, with respect to Supplier, all periods of Termination Assistance
                Services requested by Hercules, and (ii) with respect to Hercules
                Confidential Information, at any time Hercules requests such Information
                or, with respect to particular Confidential Information, within thirty
                (30) days of the date that such Confidential Information is no longer
                required by Supplier to perform its obligations under this Agreement.
                Such
                documentation shall include all copies of a Party’s Confidential
                Information in the other Party’s possession or under the other Party’s
                control. The Party returning or destroying the other Party’s Confidential
                Information shall deliver to the other Party written certification
                of its
                compliance with this paragraph signed by an authorized representative
                of
                such Party. 

            


    

    


    
      	 	 	
              Notwithstanding
                the foregoing, either Party may retain one copy of the other Party’s
                Confidential Information in its legal department as and to the extent
                required to comply with applicable Laws or enforce its rights under
                this
                Agreement; provided that such Confidential Information shall be returned
                or destroyed in accordance with this provision upon the expiration
                of the
                period specified in the applicable Law, the expiration of the applicable
                statute of limitations and the final resolution of any pending
                dispute.

            


    

    


    Subject
      to the preceding paragraph, Contract Records shall be retained by Supplier
      for
      the audit period specified in Section
      9.12(a) unless
      and to the extent Supplier is directed by Hercules to deliver such Contract
      Records to Hercules prior to the expiration of such Audit Period.

    


    In
      no
      event shall a party withhold any Confidential Information of the other party
      as
      a means of resolving any dispute.

     

    
      	
              13.2

            	
              Hercules
                Data.
                

            


    

     

    Nothing
      in this Section
      13.2
      is
      intended to limit the obligations of Supplier under Sections
      13.1
      and
13.3 of
      this
      Agreement with respect to the Confidential Information addressed in such
      Sections. To the extent that the provisions of Section
      13.1 pertaining
      to Hercules Data conflict with the provisions of this Section 13.2,
      the
      provisions of Section 13.2 shall
      control over the provisions of Section
      13.1.
      To the
      extent that the provisions of Section
      13.3
      pertaining to Personal Data conflict with the provisions of this Section
      13.2,
      the
      provisions of Section
      13.3
      shall
      control over the provisions of Section 13.2.

    


    
      	 	
              (a)

            	
              Ownership
                of Hercules Data.
                Hercules Data shall be and remain, as between the Parties, the property
                of
                Hercules and/or the relevant Eligible Recipient regardless of whether
                Supplier or Hercules is in possession of the Hercules Data. Supplier
                shall
                not possess or assert any lien or other right against or to Hercules
                Data.
                Supplier shall not sell, assign, lease, or encumber Hercules Data.
                Supplier shall not disclose to or allow access by third parties to
                Hercules Data, unless expressly provided for in this Agreement. Supplier
                shall not commercially exploit, or permit a third party to commercially
                exploit, Hercules Data on behalf of Supplier or any other person
                or
                entity.

            


    

     

    Hercules
      Data shall be made available to Hercules, upon its request, in the form and
      format as reasonably requested by Hercules.  

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (b)

            	
              Safeguarding
                of Hercules Data. 

            


    

     

    


    
      	 	
              (i)

            	
              Supplier
                and Subcontractors to whom Hercules Data is provided shall maintain
                a
                comprehensive data security program, which shall include reasonable
                and
                appropriate technical, organizational and security measures against
                the
                destruction, loss, unauthorized access or alteration of Hercules
                Data in
                the possession of Supplier or such Subcontractors, and which shall
                be (i)
                no less rigorous than those maintained by Hercules as of the Commencement
                Date (or implemented by Hercules in the future to the extent deemed
                necessary by Hercules), (ii) no less rigorous than those maintained
                by
                Supplier for its own information of a similar nature, (iii) no less
                rigorous than accepted security standards in the industry, and (iv)
                adequate to meet the requirements of Hercules' privacy, security
                and
                records retention policies. 

            


    

     

    The
      data
      security program and associated technical,
      organizational and security measures
      shall
      comply in all material respects with the following: 

     

    
      	 	
              (A)

            	
              Subject
                to Section
                15.7,
                all applicable Laws;

            


    

    


    
      	 	
              (B)

            	
              Hercules
                data security policy and other applicable Hercules policies set forth
                in
                Schedule
                T.2;
                

            


    

    


    
      	 	
              (C)

            	
              Hercules
                Standards, including information technology, security, privacy and
                record
                retention policies, standards, protocols, requirements and specifications,
                including Hercules' requirements for Supplier’s utilization of secure
                infrastructure and data encryption methods;
                and

            


    

    


    
      	 	
              (D)

            	
              ISO
                27001
                (or its successors), as it
                may be modified or replaced from time to time.


            


    

    


    The
      content and implementation of the data security program and associated
technical,
      organizational and security measures
      shall be fully documented in writing by Supplier. Supplier
      shall permit Hercules to review such documentation and/or to inspect Supplier’s
      compliance with such program in accordance with Section
      9.12.

    
      	 	
              (ii)

            	
              Under
                no circumstances shall Supplier make any
                changes
                that materially
                weaken any technical, organizational or security measures
                in
                place to safeguard Hercules Data,
                or result in Supplier’s failure to meet any of the minimum standards set
                forth above without Hercules' prior approval.
                Under no circumstances shall Supplier or Supplier
                Personnel attempt to access or allow access to Hercules Data that
                is not
                required for the performance of Supplier’s obligations or otherwise
                permitted under this Agreement.

            


    

    


    
      	 	
              (iii)

            	
              Subject
                to any restriction in contracts with Supplier’s other customers, Supplier
                shall regularly advise Hercules of data security practices, procedures
                and
                safeguards in effect for other Supplier customers that, in Supplier’s
                reasonable judgment, are
                (1) relevant to the Services being provided under the Agreement and
                (2)
                exceed relevant industry standards pertaining to human
                resources, payroll, procurement, accounts payable and other in-scope
                services.
                 If
                requested by Hercules, Supplier shall, to the extent reasonably
                practicable and subject to the Change Control Procedures, implement
                such
                enhanced practices, procedures, and safeguards with respect to its
                provision of Services to Hercules hereunder.

            


    

    


    
      	 	
              (iv)

            	
              Hercules
                shall have the right to establish backup security for any Hercules
                Data
                and to keep backup and files for such Data in its possession if it
                chooses. Supplier shall provide Hercules with downloads of Hercules
                Data,
                as requested by Hercules, to enable Hercules to maintain such backup
                copies. 

            


    

     

    
      	 	
              (v)

            	
              In
                the event Supplier discovers or is notified of a breach or potential
                breach of security relating to Hercules Data in the possession or
                control
                of Supplier or its Subcontractors or Affiliates,
                Supplier

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    shall,
      in
      addition to its obligations pursuant to Sections
      6.2(c),
      expeditiously (i) notify Hercules of such breach or potential breach, (ii)
      investigate (with Hercules' participation if so desired by Hercules) such breach
      or potential breach and perform a risk assessment, Root Cause Analysis and
      corrective action plan thereon, (iii) provide a written report to Hercules
      of
      such risk assessment, Root Cause Analysis and action plan, (iv) remediate such
      breach or potential breach of security to the extent within Supplier’s or its
      Subcontractor’s or Affiliate’s areas of control, (iv) take commercially
      reasonable actions to prevent the recurrence of such breach or potential breach
      of security, and (v) to the extent such breach or potential breach is within
      Supplier’s or its Subcontractor’s or Affiliate’s areas of control, provide
      Hercules with reasonable assurances that such breach or potential breach will
      not recur. 

     

    
      	 	
              (vi)

            	
              To
                the extent Supplier removes Hercules Data from any media that is
                taken out
                of service that is under Supplier’s control, Supplier shall destroy or
                securely erase such media in accordance with the Policy and Procedures
                Manual. Under no circumstances shall Supplier use or re-use media
                on which
                Hercules Data has been stored to store data of any other customer
                of
                Supplier or to deliver data to a third party, including another Supplier
                customer, unless such Hercules Data has been securely erased in accordance
                with the Policy and Procedures Manual.


            


    

    


    
      	 	
              (vii)

            	
              To
                the extent Supplier has access to cardholder payment card information
                including acct #, expiration date and 3 digit code on systems that
                the
                Supplier controls, Supplier shall comply with the Payment Card Industry
                ("PCI") security standard dated June 30, 2005 and any later promulgated
                changes to such standard. 

            


    

    


    
      	
              13.3

            	
              Personal
                Data.
                

            


    

     

    In
      addition to the provisions of Sections
      13.1
      and
13.2,
      the
      following privacy and data protection provisions shall apply to Personal Data.
      To the extent any of the provisions of this Article
      13
      purporting to apply to Personal Data conflict with provisions of this
Section 13.3,
      the
      provisions of Section
      13.3
      shall
      control over such other provisions.

    


    (a) Supplier
      shall hold any Personal Data that it receives in confidence and in compliance
      with (1) Supplier’s obligations under this Agreement, the Schedules and
      Attachments hereto and the Policy and Procedures Manual, and (2) subject to
      Section
      15.7,
      all
      Laws regarding its use of and access to such Personal Data.

     

    
      	 	
              (i)

            	
              Supplier
                shall process and store all Personal Data in (1) the United States,
                (2)
                the jurisdiction in which the data subject resides (or, in the case
                of a
                data subject residing in the European Economic Area (“EEA”), in the EEA)
                or (3) the jurisdictions set forth in the Policy and Procedures Manual
                and
                shall not transfer, process, or maintain Hercules Data in any other
                jurisdiction without the prior consent of Hercules. 

            


    

     

    
      	 	
              (ii)

            	
              Supplier
                shall not transfer Personal Data from a country within the European
                Economic Area to countries deemed by the European Union not to have
                adequate protection without first ensuring that the standard contractual
                clauses approved by the European Commission in Commission Decision
                as the
                standard contractual clauses for the transfer of personal data to
                processors in third countries under Directive 95/46/EC, 2002 O.J.
                L6/52
                are in place between the Hercules Affiliate that is the Data Exporter
                and
                the Data Importer.

            


    

     

    
      	 	
              (iii)

            	
              Supplier
                shall maintain technical, organizational and security measures to
                protect
                the confidentiality of Personal Data processed in the EU consistent
                with
                the security measures contained in this section.
                

            


    

     

    
      	 	
              (iv)

            	
              The
                Parties acknowledge that, for purposes of the European Data Protection
                Legislation, Supplier will act as a Data Processor in relation to
                all
                Personal Data it accesses under this Agreement, that Hercules is
                the Data
                Controller with respect to such Personal Data, and that Supplier
                will act
                in accordance with Hercules' instructions in relation to such Personal
                Data.

            


    

    


    
      	 	
              (b)

            	
              Supplier
                agrees that Supplier and Supplier Personnel will not use any Personal
                Data
                for any purpose other than the fulfillment of the terms and conditions
                of
                this Agreement. Supplier as well as its employees, agents and
                Subcontractors shall not process or disseminate Personal Data to
                any third
                party or transfer Personal Data

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    without
      the approval of Hercules unless expressly provided for in this Agreement.
      Supplier shall take appropriate action to cause:

     

    
      	 	
              (i)

            	
              Any
                Supplier Personnel who have access to Personal Data pursuant to this
                Agreement to be advised of, and comply with, the terms and conditions
                of
                this Section 13.3;
                and 

            


    

     

    
      	
            	(ii)	
              Any
                Supplier Personnel who have access to Personal Data to be trained
                regarding their handling of such Personal Data.


            


    

     

    Supplier
      shall be responsible for any failure of Supplier Personnel to comply with the
      terms and conditions regarding Personal Data set forth in this Section
      13.3.

     

    
      	 	
              (c)

            	
              When
                interfacing with Hercules or the applicable Eligible Recipient regarding
                Personal Data, Supplier shall only disclose or transmit Personal
                Data to
                those Hercules or Eligible Recipient employees and Hercules Third
                Party
                Contractors authorized by the Hercules Relationship Manager or his
                or her
                designee or identified in the
                Policy
                and Procedures Manual. 

            


    

    

      
        	 	
                (d)

              	
                Hercules
                  shall notify Supplier of any:

              


      

      

        
          	 	
                  (i)

                	
                  Limitation
                    in any privacy notice used by Hercules to the extent that such
                    limitation
                    may affect Supplier’s use or disclosure of Personal Data;
                    and

                


        

        


        
          	 	
                  (ii)

                	
                  Restriction
                    on the use or disclosure of Personal Data to which Hercules agreed
                    to the
                    extent that such restriction may affect Supplier’s use or disclosure of
                    such Personal Data.

                


        

      

      

        Supplier
          agrees to promptly implement any such limitation or restriction as directed
          by
          Hercules.  

      

       

    

    
      
        	 	
                (e)

              	
                If
                  Supplier has knowledge of any unauthorized disclosure of or access
                  to
                  Personal Data, Supplier shall:


              


      

    

     

    
      	
            	(i)	
              Expeditiously
                report such unauthorized disclosure or access to Hercules,
                

            


    

    


    
      	 	
              (ii)

            	
              Mitigate,
                to the extent practicable, any harmful effect of such disclosure
                or access
                that is known to Supplier or its agents,
                and

            


    

     

    
      	 	
              (iii)

            	
              Cooperate
                with Hercules in providing any notices regarding impermissible disclosures
                caused by such disclosure or access which Hercules deems appropriate.
                

            


    

     

    To
      the
      extent such unauthorized disclosure or access is attributable to a breach by
      Supplier or Supplier Personnel of Supplier’s obligations under this Agreement
      with respect to Personal Data, Supplier shall bear (A) the costs incurred by
      Supplier in complying with its legal obligations relating to such breach, and
      (B) in addition to any other damages for which Supplier may be liable for under
      this Agreement, the following costs incurred by Hercules or the Eligible
      Recipient in responding to such breach, to the extent applicable, (1) the cost
      of providing notice to affected individuals, (2) the cost of providing notice
      to
      government agencies, credit bureaus, and/or other required entities, (3) the
      cost of providing affected individuals with credit monitoring services for
      a
      specific period not to exceed twelve (12) months, to the extent the disclosure
      of the affected individual’s Personal Data could lead to a compromise of the
      data subject’s credit or credit standing, (4) call center support for such
      affected individuals for a specific period not to exceed thirty (30) days,
      (5)
      the cost of any other measures required under applicable Law, and (6) any other
      Losses for which Supplier would be liable under this Agreement.   

     

    
      	
              13.4

            	
              File
                Access.
                

            


    

     

    Hercules
      shall have secure access to, and the right to review and retain the entirety
      of,
      all Hercules Confidential Information in the possession or control of Supplier
      or its Affiliates and Subcontractors. Such access shall be provided to Hercules
      in real time and by the means and in the format reasonably requested by
      Hercules. At no time shall Hercules' Confidential Information be stored or
      held
      by Supplier in a form or manner not readily accessible to Hercules in this
      manner.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              13.5

            	
              Hercules
                Data -- Correction and Restoration


            


    

     

    
      	 	
              (a)

            	
              Corrections.
                The correction of any errors or inaccuracies in or with respect to
                Hercules Data shall be performed by the Party that has operational
                responsibility for inputting such Hercules Data into the applicable
                System. To the extent (i) Supplier is operationally responsible for
                inputting such data, or (ii) such errors or inaccuracies are attributable
                to the failure of Supplier or Supplier Personnel to comply with Supplier’s
                obligations under this Agreement, Supplier shall bear the cost of
                correcting such errors or
                inaccuracies.

            


    

     

    
      	 	
              (b)

            	
              Re-running
                of Corrected Data. If
                the correction of errors or inaccuracies as described above necessitates
                the re-running of corrected Hercules Data and thereby results in
                the usage
                of additional Resource Units, Hercules shall pay the applicable Resource
                Unit charge as set forth in Schedule
                J,
                unless the underlying errors or inaccuracies are attributable to
                the
                failure of Supplier or Supplier Personnel to comply with Supplier’s
                obligations under this Agreement (including the failure of Supplier
                or
                Supplier Personnel to adhere to applicable processes and controls
                that, if
                adhered to, would have enabled Supplier or Supplier Personnel to
                identify
                and timely correct such errors or inaccuracies, even if caused by
                Hercules), in which case Supplier shall be financially responsible
                for any
                additional Resource Units usage resulting from the re-running of
                corrected
                data. 

            


    

     

    
      	 	
              (c)

            	
              Restoration
                of Data.
                The restoration of any destroyed, lost or altered Hercules Data shall
                be
                performed by the Party that has operational responsibility for maintaining
                the System on which such Hercules Data resides and for creating and
                maintaining backup copies of such Hercules Data. To the extent (i)
                Supplier is operationally responsible for performing such restoration
                or
                (ii) such destruction, loss or alteration is attributable to the
                failure
                of Supplier or Supplier Personnel to comply with Supplier’s obligations
                under this Agreement, Supplier shall bear the cost of restoring such
                data.
                

            


    

     

    
      	
              13.6

            	
              Survival

            


    

     

    Supplier’s
      obligations under this Article with respect to Personal Data shall survive
      the
      expiration or termination of this Agreement and shall be perpetual. The Parties’
obligations under this Article with respect to all other Confidential
      Information shall survive the expiration or termination of this Agreement for
      a
      period of eight (8) years from the later of (i) the expiration or termination
      of
      this Agreement (including all periods of Termination Assistance Services),
      or
      (ii) the return or destruction of Confidential Information in accordance with
      Sections
      13.1 (but
      not
      including accounting information pertaining to this Agreement that Supplier
      is
      required to maintain pursuant to applicable Laws); provided, however, that
      the
      passage of this eight (8) year period shall not absolve either Party of
      responsibility for any breach of this Article
      13
      occurring prior to the expiration of such eight (8) year period.

    


     

    
      	
              14

            	
              OWNERSHIP
                OF MATERIALS

            


    

     

    
      	
              14.1

            	
              Hercules
                Owned Materials.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                of Hercules Owned Materials.
                For purposes of this Agreement, Hercules shall be the sole and exclusive
                owner of (i) all intellectual property, Software and other Materials
                owned
                by Hercules or the Eligible Recipients as of the Effective Date,
                including
                Hercules Owned Software and other Materials owned by Hercules and
                the
                Eligible Recipients, (ii) all enhancements and Derivative Works of
                such
                intellectual property, Software and Materials, including all United
                States
                and foreign patent, copyright and other intellectual property rights
                in
                such Materials, and (iii) certain Developed Materials, as provided
                in
                Section
                14.2
                (collectively, “Hercules
                Owned Materials”).
                

            


    

     

    
      	 	
              (b)

            	
              License
                to Hercules Owned Materials.
                As of the Commencement Date, Hercules hereby grants Supplier and,
                to the
                extent necessary for Supplier to provide the Services, to Subcontractors
                designated by Supplier that sign a written agreement to be bound
                by all of
                the terms contained herein applicable to such Materials (such agreement
                shall be agreed to by the Parties and shall include the terms specified
                in
                this Section as well as those pertaining to the ownership of such
                Materials and any Derivative Works developed by the Parties, the
                scope and
                term of the license, the restrictions on the use of such Materials,
                the
                obligations of

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    confidentiality,
      etc.) a non-exclusive, non-transferable, royalty-free limited right and license
      during the Term (and thereafter to the extent necessary to perform any
      Termination Assistance Services requested by Hercules) to access, use, execute,
      reproduce, display, perform, modify and distribute the Hercules Owned Materials
      for the express and sole purpose of providing the Services. Supplier and its
      Subcontractors shall have no right to the source code to such Hercules Owned
      Materials unless and to the extent approved in advance by Hercules. Hercules
      Owned Materials shall remain the property of Hercules. Supplier and its
      Subcontractors shall not (i) use any Hercules Owned Materials for the benefit
      of
      any person or Entity other than Hercules or the Eligible Recipients, (ii)
      separate or uncouple any portions of the Hercules Owned Materials, in whole
      or
      in part, from any other portions thereof, or (iii) reverse assemble, reverse
      engineer, translate, disassemble, decompile or otherwise attempt to create
      or
      discover any source or human readable code, underlying algorithms, ideas, file
      formats or programming interfaces of the Hercules Owned Materials by any means
      whatsoever, without the prior approval of Hercules, which may be withheld at
      Hercules' sole discretion. Except as otherwise requested or approved by
      Hercules, Supplier and its Subcontractors shall cease all use of Hercules Owned
      Materials upon the end of the Term and the completion of any Termination
      Assistance Services requested by Hercules pursuant to Section
      4.3(b)(8)
      and
      shall certify such cessation to Hercules in a notice signed by an officer of
      Supplier and each applicable Subcontractor. THE HERCULES OWNED MATERIALS ARE
      PROVIDED BY HERCULES TO SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS
      BASIS. HERCULES EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
      OR IMPLIED, AS TO SUCH HERCULES OWNED MATERIALS, OR THE CONDITION OR SUITABILITY
      OF SUCH MATERIALS FOR USE BY SUPPLIER OR ITS SUBCONTRACTORS TO PROVIDE THE
      SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE.

     

    
      	 	
              (c)

            	
              License to
                Hercules Third Party Materials.
                Subject to Supplier having obtained any Required Consents, Hercules
                hereby
                grants to Supplier, for the sole purpose of performing the Services
                and
                solely to the extent of Hercules' underlying rights, the same rights
                of
                access and use as Hercules possesses under the applicable software
                licenses with respect to Hercules licensed Third Party Materials.
                Hercules
                also shall grant such rights to Subcontractors designated by Supplier
                if
                and to the extent necessary for Supplier to provide the Services;
                provided
                that, Supplier shall pay all fees, costs and expenses associated
                with the
                granting of such rights to such Subcontractors. Supplier and its
                Subcontractors shall comply with the duties, including use restrictions
                and nondisclosure obligations, imposed on Hercules by such licenses.
                In
                addition, each Subcontractor shall sign a written agreement to be
                bound by
                terms consistent with the terms contained herein applicable to such
                Third
                Party Materials and shall include the terms specified in this Section
                as
                well as those pertaining to the ownership of such Materials and any
                Developed Materials, the scope and term of the license, the restrictions
                on the use of such Materials, and the obligations of confidentiality.
                Except as otherwise requested or approved by Hercules (or the relevant
                licensor), Supplier and its Subcontractors shall cease all use of
                such
                Third Party Materials upon the end of the Term and the completion
                of any
                Termination Assistance Services requested by Hercules pursuant to
                Section
                4.3(b)(8).
                THE
                HERCULES LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY HERCULES
                TO
                SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS BASIS. HERCULES
                EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED
                OR
                IMPLIED, AS TO SUCH HERCULES LICENSED THIRD PARTY MATERIALS, OR THE
                CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY SUPPLIER OR
                ITS
                SUBCONTRACTORS TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF
                NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                PURPOSE.

            


    

     

    
      	
              14.2

            	
              Developed
                Materials.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                by Hercules.
                Unless otherwise agreed by the Parties and except as provided in
                Section
                14.2(c),
                all Developed Materials shall be owned solely by Hercules and considered
                to be works made for hire (as that term is used in Section 101 of
                the
                United States Copyright Act, 17 U.S.C. § 101, or in analogous provisions
                of other applicable Laws) and owned by Hercules. If any such Developed
                Materials may not be considered a work made for hire under applicable
                Law,
                Supplier hereby irrevocably assigns, and shall assign, to Hercules
                in
                perpetuity without further consideration, all of Supplier’s worldwide
                rights, title and interest in and to such Developed Materials, including
                United States and foreign intellectual property rights. Supplier
                acknowledges that Hercules and the successors and assigns of Hercules
                shall have the right to obtain and hold in their own name any intellectual
                property rights in and to such Developed Materials. Supplier
                agrees

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    to
      execute any documents and take any other actions reasonably requested by
      Hercules to effectuate the purposes of this Section
      14.2(a).
      Hercules herby grants to Supplier a license to such Developed Materials on
      the
      same terms as described in Section
      14.1(b).
      Hercules may, in its sole discretion and upon such terms and at such financial
      arrangement as Hercules and Supplier may agree, grant Supplier a license to
      use
      the Developed Materials for other purposes and to sublicense such Developed
      Materials. 

     

    
      	 	
              (b)

            	
              Source
                Code and Documentation.
                Supplier shall, promptly as it is developed by Supplier, provide
                Hercules
                with the source code and object code and documentation for all Hercules
                owned Developed Materials and any other Hercules-specific Materials
                used
                by Supplier. Such source code and documentation shall be sufficient
                to
                allow a reasonably knowledgeable and experienced programmer to maintain
                and support such Materials and the user documentation for such Materials
                shall accurately describe in terms understandable by a typical end
                user
                the functions and features of such Materials and the procedures for
                exercising such functions and
                features.

            


    

     

    
      	 	
              (c)

            	
              Supplier
                Owned Developed Materials.
                Notwithstanding Section
                14.2(a),
                Developed Materials that are Derivative Works of Supplier Owned Materials
                shall be owned by Supplier. Supplier hereby grants to Hercules a
                worldwide, perpetual, irrevocable, non-exclusive, fully paid-up license,
                with the right to grant sublicenses, to use, execute, reproduce,
                display,
                perform, modify, enhance, distribute and create Derivative Works
                of such
                Supplier owned Developed Materials for the benefit and use of Hercules,
                Hercules Affiliates and the Eligible
                Recipients.

            


    

     

    
      	 	
              (d)

            	
              Third
                Party Materials.
                The ownership of Derivative Works of Third Party Materials created
                in
                connection with the Services shall, as between Supplier and Hercules,
                be
                considered Developed Materials owned by the Party that is the licensee
                of
                such Third Party Materials. For purposes of the foregoing, Supplier
                shall
                be deemed the licensee of Third Party Materials licensed by its
                Subcontractors or Affiliates and Hercules shall be deemed the licensee
                of
                Third Party Materials licensed by Hercules Affiliates or any Eligible
                Recipient. Each Party acknowledges and agrees that its ownership
                of such
                Derivative Works may be subject to or limited by the terms of the
                underlying agreement with the owner of the underlying Third Party
                Materials; provided, that if a Derivative Work is to be made of Third
                Party Materials provided by Supplier, Supplier shall notify Hercules
                in
                advance and obtain Hercules' consent prior to proceeding with such
                Derivative Work if the terms of any such agreement will preclude
                or limit,
                as applicable, Hercules' license rights in and to such Derivative
                Work as
                contemplated in Sections
                14.3
                and 14.6.

            


    

     

    
      	 	
              (e)

            	
              Disclosure
                by Supplier of Developed Materials.
                Supplier shall promptly disclose in writing to Hercules each Developed
                Material that is developed in connection with the Services. With
                respect
                to each disclosure, Supplier shall indicate the features or concepts
                that
                it believes to be new or different.


            


    

     

    
      	 	
              (f)

            	
              Waiver
                of Moral Rights.
                To the extent permitted by law, Supplier hereby waives any moral
                rights in
                the Hercules owned Developed Materials, such as the right to be named
                as
                author, the right to modify, the right to prevent mutilation and
                the right
                to prevent commercial exploitation, whether arising under the Berne
                Convention or otherwise.

            


    

     

    
      	
              14.3

            	
              Supplier
                Owned Materials.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                of Supplier Owned Materials.
                Supplier shall be the sole and exclusive owner of the (i) intellectual
                property, Software and Materials lawfully owned by it prior to the
                Commencement Date, (ii) intellectual property, Software and Materials
                acquired by Supplier on or after the Commencement Date, other than
                acquisitions for Hercules or an Eligible Recipient in connection
                with the
                performance of the Services, (iii) Developed Materials that are Derivative
                Works of Supplier owned intellectual property, Software and Materials
                created by or for Supplier as provided in Section
                14.2(c),
                (iv) intellectual property, Software and Materials developed by or
                on
                behalf of Supplier other than in the course of the performance of
                its
                obligations under this Agreement or in connection with the use of
                any
                Hercules Data or Hercules Owned Materials, including all United States
                and
                intellectual property rights in such Materials (“Supplier
                Owned Materials”).

            


    

     

    
      	 	
              (b)

            	
              License
                to Supplier Owned Materials.
                As of the Commencement Date, Supplier hereby grants to Hercules and
                the
                Eligible Recipients, at no additional charge, a world-wide non-exclusive,
                royalty-free right and

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    license,
      with the right to grant sublicenses, to access, use, execute, reproduce,
      display, perform, modify, enhance, distribute and create Derivative Works of
      the
      Supplier Owned Materials (including all modifications, replacements, Upgrades,
      enhancements, methodologies, tools, documentation, materials and media related
      thereto) during the Term and any Termination Assistance Services period, for
      the
      benefit of Hercules, the Eligible Recipients and their respective Affiliates,
      to
      (i) receive the full benefit of the Services provided by Supplier, (ii) perform
      or have performed ITO services, (iii) monitor, access, interface with or use
      the
      Materials and Software then being used by Supplier and (iv) perform or have
      performed ancillary services and functions, including related information
      technology services and functions. Supplier Owned Materials shall remain the
      property of Supplier. The rights and obligations of Hercules and the Eligible
      Recipients with respect to such Supplier Owned Materials following the
      expiration or termination of the Agreement or termination of any Service are
      set
      forth in Section
      14.6.

     

    
      	 	
              (c)

            	
              Embedded
                Materials.
                To the extent that Supplier Owned Materials are embedded in any Developed
                Materials owned by Hercules pursuant to Section
                14.2(a)
                and (b),
                Supplier shall not be deemed to have assigned its intellectual property
                rights in such Supplier Owned Materials to Hercules, but Supplier
                hereby
                grants to Hercules and the Eligible Recipients a worldwide, perpetual,
                irrevocable, non-exclusive, fully paid-up license, with the right
                to grant
                sublicenses, to use, execute, reproduce, display, perform, modify,
                enhance, distribute and create Derivative Works of such Supplier
                Owned
                Materials (including all modifications, replacements, Upgrades,
                enhancements, methodologies, tools, documentation, materials and
                media
                related thereto) for the benefit of Hercules, the Eligible Recipients
                and
                their respective Affiliates for so long as such Supplier Owned Materials
                remain embedded in such Developed Materials and are not separately
                commercially exploited. Following the expiration or termination of
                the
                Term and the termination of the Service(s) for which such Materials
                were
                used, Supplier shall, at Hercules' request, provide Upgrades, maintenance,
                support and other such services for such embedded Supplier Owned
                Materials
                on Supplier’s then-current standard terms and conditions in accordance
                with Section
                14.6(b).
                If there are no then-current standard terms and conditions applicable
                to
                such embedded Supplier Owned Materials, Supplier shall provide Upgrades,
                maintenance, support and other such services on reasonable terms
                and
                conditions agreeable to both Parties failing which Supplier shall
                provide
                Hercules the source code and object code for such Supplier Owned
                Materials, in accordance with Section
                14.6(b),
                if needed for the effective use, maintenance and/or support of such
                Developed Materials by Hercules.

            


    

     

    
      	 	
              (d)

            	
              License
                to Supplier Third Party Materials.
                Unless Hercules otherwise agrees prior to Supplier’s first use of such
                Third Party Materials (and such agreement is reflected in Schedule
                U),
                Supplier hereby grants to Hercules and the Eligible Recipients the
                rights
                specified below with respect to Third Party Materials that are used
                by
                Supplier or its Affiliates or Subcontractors in providing the Services
                and
                that are either licensed by Supplier or its Affiliates or Subcontractors
                or for which Supplier is financially responsible under this Agreement.
                As
                of the Commencement Date and subject to Supplier having obtained
                any
                Required Consents with respect to such Third Party Materials, Supplier
                hereby grants to Hercules and the Eligible Recipients, at no additional
                charge, a non-exclusive, royalty-free right and license, with the
                right to
                grant sublicenses, to access and/or use the Third Party Materials
                as to
                which Supplier holds the license or for which Supplier is financially
                responsible under this Agreement (including all modifications,
                substitutions, Upgrades, enhancements, methodologies, tools,
                documentation, materials and media related thereto), during the Term
                and
                any Termination Assistance Services period, for the benefit and use
                of
                Hercules, the Eligible Recipients and their respective Affiliates,
                (i)
                receive the full benefit of the Services provided by Supplier, (ii)
                perform or have performed ITO services, (iii) monitor, access, interface
                with or use the Materials and Software then being used by Supplier
                and
                (iv) perform or have performed ancillary services and functions,
                including
                related information technology services and functions. The rights
                and
                obligations of Hercules, the Eligible Recipients and Hercules Third
                Party
                Contractors with respect to such Supplier licensed Third Party Materials
                following the expiration or termination of the Agreement or termination
                of
                any Service are set forth in Section
                14.6.
                

            


    

     

    
      	
              14.4

            	
              Other
                Materials.

            


    

     

    This
      Agreement shall not confer upon either Party intellectual property rights in
      Materials of the other Party (to the extent not covered by this Article
      14)
      unless
      otherwise so provided elsewhere in this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              14.5

            	
              General
                Rights.

            


    

     

    
      	 	
              (a)

            	
              Copyright
                Legends.
                Each Party agrees to reproduce copyright legends which appear on
                any
                portion of the Materials which may be owned by the other Party or
                third
                parties.

            


    

     

    
      	 	
              (b)

            	
              Residuals.
                Nothing in this Agreement shall restrict any employee or representative
                of
                a Party from using ideas, concepts, practices, learning or know-how
                relating generally to the performance of ITO services that are retained
                in
                the unaided memory of such employee or representative after performing
                the
                obligations of such Party under this Agreement, except to the extent
                that
                such use infringes upon any patent, copyright or other intellectual
                property right of a Party or its Affiliates (or, in the case of Supplier,
                any Eligible Recipient); provided, however, that this Section
                14.5(b)
                shall not (i) be deemed to limit either Party’s obligations under this
                Agreement with respect to the disclosure or use of Confidential
                Information, or (ii) operate or be construed as permitting an employee
                or
                representative of Supplier to disclose, publish, disseminate or use
                (a)
                the source of any Confidential Information of Hercules or an Eligible
                Recipient, (b) any financial, statistical or personnel information
                of
                Hercules or an Eligible Recipient, or (c) the business plans of Hercules
                or the Eligible Recipients. An
                individual’s memory is unaided if the individual has not intentionally
                memorized the Confidential Information for the purpose of retaining
                and
                subsequently using or disclosing it and does not identify the information
                as Confidential Information upon recollection. For avoidance of doubt,
                the
                foregoing would not permit Supplier Personnel to use Confidential
                Information of Hercules or an Eligible Recipient (other than ideas,
                concepts, practices, learning and know-how relating generally to
                the
                performance of ITO services) for any purpose other than the provision
                of
                Services under this Agreement. 

            


    

     

    
      	 	
              (c)

            	
              No
                Implied Licenses.
                Except as expressly specified in this Agreement, nothing in this
                Agreement
                shall be deemed to grant to one Party, by implication, estoppel or
                otherwise, license rights, ownership rights or any other intellectual
                property rights in any Materials owned by the other Party or any
                Affiliate
                of the other Party (or, in the case of Supplier, any Eligible
                Recipient).

            


    

     

    
      	 	
              (d)

            	
              Incorporated
                Materials.
                Should either Party incorporate into Developed Materials any intellectual
                property subject to third party patent, copyright or license rights,
                any
                ownership or license rights granted herein with respect to such Materials
                shall be limited by and subject to any such patents, copyrights or
                license
                rights; provided that, prior to incorporating any such intellectual
                property in any Materials, the Party incorporating such intellectual
                property in the Materials has disclosed this fact and obtained the
                prior
                approval of the other Party.

            


    

     

    
      	
              14.6

            	
              Hercules
                Rights Upon Expiration or Termination of Agreement.

            


    

     

    As
      part
      of the Termination Assistance Services, Supplier shall provide the following
      to
      Hercules, Hercules Affiliates and the Eligible Recipients with respect to
      Materials and Software:

     

    
      	 	
              (a)

            	
              Hercules
                Owned Materials and Developed Materials.
                With respect to Hercules Owned Materials (including Hercules owned
                Developed Materials), Supplier shall, at no cost to
                Hercules:

            


    

     

    
      	 	
              (i)

            	
              Deliver
                to Hercules all Hercules Owned Materials and all copies thereof in
                the
                format and medium in use by Supplier in connection with the Services
                as of
                the date of such expiration or termination;
                and

            


    

     

    
      	 	
              (ii)

            	
              Following
                confirmation by Hercules that the copies of the Hercules Owned Materials
                delivered by Supplier are acceptable and the completion by Supplier
                of any
                Termination Assistance Services for which such Materials are required,
                destroy or securely erase all other copies of such Materials then
                in
                Supplier’s possession and cease using such Materials and any information
                contained therein for any purpose.

            


    

     

    
      	 	
              (b)

            	
              Supplier
                Owned Materials.
                With respect to Materials owned by Supplier, Supplier Affiliates
                or
                (subject to Section
                6.4(c))
                Subcontractors and used by them to provide the Services (and any
                modifications, substitutions, Upgrades, enhancements, methodologies,
                tools, documentation, materials and media related
                thereto):

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (i)

            	
              Unless
                Hercules otherwise agrees prior to Supplier’s first use of such Supplier
                Owned Material in the performance of the Services, Supplier hereby
                grants
                to Hercules and the Eligible Recipients (or, at Hercules' election,
                to
                their designee(s)) a worldwide, perpetual, non-exclusive,
                non-transferable, irrevocable, fully paid-up license to use, execute,
                reproduce, display, perform, modify, enhance, distribute and create
                Derivative Works and to permit a third party to use, execute, reproduce,
                display, perform, modify, enhance, distribute and create Derivative
                Works
                of each such Supplier Owned Material for the benefit of Hercules,
                Hercules
                Affiliates and the Eligible Recipients upon the expiration or termination
                of the Term;

            


    

     

    
      	 	
              (ii)

            	
              Supplier
                shall deliver to Hercules and the Eligible Recipients (or, at Hercules'
                election, to their designee(s)) (A) a copy of such Supplier Owned
                Materials and related documentation, (B) the source code and object
                code
                for such Supplier Owned Materials to the extent such code is reasonably
                necessary to permit them to use such Supplier Owned Materials, (C)
                the
                source code and the object code for Supplier Owned Materials that
                are not
                commercial off-the-shelf products, and (D) the source code and object
                code
                for Supplier Owned Materials that are commercial off-the-shelf products
                if
                Supplier does not offer or provide upgrades, maintenance, support
                and
                other services for such Materials as provided in Section
                14.6(b)(iii);
                and

            


    

     

    
      	 	
              (iii)

            	
              Supplier
                shall offer to provide to Hercules and the Eligible Recipients (or,
                at
                Hercules' election, to their designee(s)) Upgrades, maintenance,
                support
                and other services for commercial off-the-shelf Materials on Supplier’s
                then-current standard terms and conditions for such
                services.

            


    

     

    Unless
      Hercules otherwise agrees prior to Supplier’s first use of such Supplier Owned
      Material in the performance of the Services, Hercules and the Eligible
      Recipients (and, to the extent applicable, Hercules' designee(s)) shall not
      be
      obligated to pay any license or transfer fees in connection with its receipt
      of
      the licenses and other rights above. Supplier shall not use any Supplier Owned
      Materials for which it is unable to offer such license or other rights without
      Hercules' prior written approval (and absent such approval, Supplier’s use of
      any such Supplier Owned Materials shall obligate Supplier to provide, at no
      additional cost, such license and other rights to Hercules, Hercules Affiliates,
      the Eligible Recipients and Hercules' designees). 

     

    
      	 	
              (c)

            	
              Third
                Party Materials.
                Unless Hercules otherwise agrees in advance in accordance with
                Section
                6.4(c),
                with respect to Third Party Materials licensed by Supplier or Supplier
                Affiliates or Subcontractors and used by them to provide the Services,
                Supplier hereby grants to Hercules and the Eligible Recipients (or,
                at
                Hercules' election, to their designee(s)) a sublicense (with the
                right to
                grant sublicenses) offering the same rights and warranties with respect
                to
                such Third Party Materials available to Supplier (or Supplier Affiliates
                or Subcontractors), on the same terms and conditions, for the benefit
                and
                use of Hercules, Hercules Affiliates and the Eligible Recipients
                upon the
                expiration or termination of the Term; provided that, during the
                Termination Assistance Services period, Supplier may, with Hercules'
                approval, substitute one of the following for such
                sublicense:

            


    

     

    
      	 	
              (i)

            	
              the
                assignment to Hercules and the Eligible Recipients (or, at Hercules'
                election, to their designee(s)) of the underlying license for such
                Third
                Party Materials; or

            


    

     

    
      	 	
              (ii)

            	
              the
                procurement for Hercules and the Eligible Recipients (or, at Hercules'
                election, to their designee(s)) of a new license (with terms at least
                as
                favorable as those in the license held by Supplier or its Affiliates
                or
                Subcontractors and with the right to grant sublicenses) to such Third
                Party Materials for the benefit or use of Hercules, Hercules Affiliates
                and the Eligible Recipients.

            


    

     

    In
      addition, Supplier shall deliver to Hercules and the Eligible Recipients (or,
      at
      Hercules' election, to their designee(s)) a copy of such Third Party Materials
      and related documentation and shall cause maintenance, support and other
      services to continue to be available to Hercules and the Eligible Recipients
      (or, at Hercules' election, to their designee(s)) to the extent it has been
      available to Supplier. Unless Hercules has otherwise agreed in advance in
      accordance with Section
      6.4(c),
      Hercules and the Eligible Recipients (and, to the extent

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    applicable,
      Hercules' designee(s)) shall not be obligated to pay any license or transfer
      fees in connection with its receipt of the licenses, sublicenses and other
      rights specified in this Section
      14.6(c).
      Supplier shall not use any Third Party Materials for which it is unable to
      offer
      such license, sublicense or other rights without Hercules' prior approval (and
      absent such approval, Supplier’s use of any such Third Party Materials shall
      obligate Supplier to provide, at no additional cost, such licenses, sublicenses
      and other rights). Hercules, however, shall be obligated to make monthly or
      annual payments attributable to periods after the expiration or termination
      of
      the Term with respect to the Services for which such Third Party Materials
      were
      used for the right to use and receive maintenance or support related thereto,
      but only to the extent Supplier would have been obligated to make such payments
      if it had continued to hold the licenses in question or Hercules has agreed
      in
      advance to make such payments.

     

    To
      the
      extent Hercules has agreed in advance to pay any fees in connection with its
      receipt of such licenses, sublicenses or other rights, Supplier shall, at
      Hercules' request, identify the licensing and sublicensing options available
      to
      Hercules and the Eligible Recipients and the license or transfer fees associated
      with each. Supplier shall use commercially reasonable efforts to obtain the
      most
      favorable options and the lowest possible transfer, license, relicense,
      assignment or termination fees for Third Party Materials. Supplier shall not
      commit Hercules or the Eligible Recipients to paying any such fees or expenses
      without Hercules' prior approval. If the licensor offers more than one form
      of
      license, Hercules (not Supplier) shall select the form of license to be received
      by Hercules, the Eligible Recipients or their designee(s).

     

    
      	
              15

            	
              REPRESENTATIONS,
                WARRANTIES AND COVENANTS

            


    

     

    
      	
              15.1

            	
              Work
                Standards.

            


    

     

    Supplier
      represents, warrants and covenants that: (i) the Services shall be rendered
      with
      promptness, due care, skill and diligence; (ii) the Services shall be executed
      in a workmanlike manner, in accordance with the best practices of service
      providers of ITO services and the Service Levels; (iii) Supplier shall use
      adequate numbers of qualified individuals with suitable training, education,
      experience, know-how, competence and skill to perform the Services; (iv)
      Supplier shall provide such individuals with training as to new products and
      services prior to the implementation of such products and services in the
      Hercules/Eligible Recipients environment; and (v) Supplier shall have the
      resources, capacity, expertise and ability in terms of Equipment, Software,
      know-how and personnel to provide the Services.

     

    
      	
              15.2

            	
              Software.

            


    

     

    
      	 	
              (a)

            	
              Ownership
                and Use.
                Supplier represents, warrants and covenants that it is either the
                owner
                of, or authorized to use, any and all Software provided and used
                by
                Supplier in providing the Services. As to any such Software that
                Supplier
                does not own but is authorized to use, Supplier shall advise Hercules
                as
                to the ownership and extent of Supplier’s rights with regard to such
                Software to the extent any limitation in such rights would impair
                Supplier’s performance of its obligations under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Performance.
                Supplier represents, warrants and covenants that any Supplier Owned
                Software will perform in conformance with its Specifications and
                will
                provide the functions and features and operate in the manner described
                therein.

            


    

     

    
      	 	
              (c)

            	
              Developed
                Materials Compliance.
                Supplier warrants and covenants that, during the ninety (90) days
                immediately following Acceptance (the "Warranty
                Period"),
                each Developed Material will be free from material errors in operation
                and
                performance, will Comply with the applicable documentation and the
                Specifications in all material respects and will provide the functions
                and
                features and operate in the manner described in this Agreement or
                otherwise agreed by the Parties. Supplier shall correct any failure
                to
                Comply at no additional charge to Hercules and shall use commercially
                reasonable efforts to do so as expeditiously as possible. In the
                event
                that Supplier fails or is unable to repair or replace such nonconforming
                Developed Material, Hercules shall, in addition to any and all other
                remedies available to it hereunder, be entitled to obtain from Supplier
                a
                copy of the source code and/or object code to such Developed
                Material.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (d)

            	
              Nonconformity
                of Supplier
                Owned Software.
                In the event that Supplier Owned Software (excluding Supplier owned
                Developed Materials, which are addressed in Section
                15.2(c))
                does not conform to the Specifications and criteria set forth in
                this
                Agreement, and/or materially adversely affects the Services provided
                hereunder, Supplier shall expeditiously repair such Software or replace
                such Software with conforming Software.


            


    

     

    
      	
              15.3

            	
              Non-Infringement.

            


    

     

    
      	 	
              (a)

            	
              Performance
                of Responsibilities.
                Except as otherwise provided in this Agreement, each Party represents,
                warrants and covenants that it shall perform its responsibilities
                under
                this Agreement in a manner that does not infringe, or constitute
                an
                infringement or misappropriation of, any patent, copyright, trademark,
                trade secret or other proprietary or privacy rights of any third
                party;
                provided, however, that the performing Party shall not have any obligation
                or liability to the extent any infringement or misappropriation is
                caused
                by (i) modifications made by the other Party or its contractors or
                subcontractors, without the knowledge or approval of the performing
                Party,
                (ii) the other Party’s combination of the performing Party’s work product
                or Materials with items not furnished, specified or reasonably anticipated
                by the performing Party or contemplated by this Agreement, (iii)
                a breach
                of this Agreement by the other Party, (iv) the failure of the other
                Party
                to use corrections or modifications provided by the performing Party
                offering equivalent features and functionality, or (v) Third Party
                Software, except to the extent that such infringement or misappropriation
                arises from the failure of the performing Party to obtain the necessary
                licenses or Required Consents or to abide by the limitations of the
                applicable Third Party Software licenses. Each Party further represents,
                warrants and covenants that it will not use or create materials in
                connection with the Services which are libelous, defamatory or
                obscene.

            


    

     

    
      	 	
              (b)

            	
              Third
                Party Software Indemnification.
                In addition, with respect to Third Party Software provided by Supplier
                pursuant to this Agreement, Supplier covenants that it shall use
                best
                efforts to obtain and provide intellectual property indemnification
                for
                Hercules and the Eligible Recipients (or obtain intellectual property
                indemnification for itself and enforce such indemnification on behalf
                of
                Hercules and the Eligible Recipients) from the suppliers of such
                Software.
                Unless otherwise approved in advance by Hercules, such indemnification
                shall be (i) comparable to the intellectual property indemnification
                provided by Supplier to Hercules and the Eligible Recipients under
                this
                Agreement, or (ii) the best indemnification available in the industry
                for
                the same or substantially similar types of software products. If
                Supplier
                cannot obtain such intellectual property indemnification from the
                supplier
                of such Software, Supplier shall so notify Hercules. Unless otherwise
                approved in advance by Hercules, Supplier shall either (i) not provide
                or
                use such Third Party Software under this Agreement, or (ii) agree
                to
                indemnify Hercules, the Eligible Recipients, and other indemnitees
                under
                this Agreement as if such Third Party Software were Supplier Owned
                Materials.

            


    

     

    
      	
              15.4

            	
              Authorization.

            


    

     

    Each
      Party represents, warrants and covenants to the other that:

     

    
      	 	
              (a)

            	
              Corporate
                Existence.
                It is a corporation duly incorporated, validly existing and in good
                standing under the Laws of its State of
                incorporation;

            


    

     

    
      	 	
              (b)

            	
              Corporate
                Power and Authority.
                It has the requisite corporate power and authority to execute, deliver
                and
                perform its obligations under this Agreement;


            


    

     

    
      	 	
              (c)

            	
              Legal
                Authority.
                It has obtained all licenses, authorizations, approvals, consents
                or
                permits required to perform its obligations under this Agreement
                under all
                applicable federal, state or local laws and under all applicable
                rules and
                regulations of all authorities having jurisdiction over the Services,
                except to the extent the failure to obtain any such license,
                authorizations, approvals, consents or permits is, in the aggregate,
                immaterial;

            


    

     

    
      	 	
              (d)

            	
              Due
                Authorization.
                The execution, delivery and performance of this Agreement and the
                consummation of the transactions contemplated by this Agreement have
                been
                duly authorized by the requisite corporate action on the part of
                such
                Party; and

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (e)

            	
              No
                Violation or Conflict.
                The execution, delivery, and performance of this Agreement shall
                not
                constitute a violation of any judgment, order, or decree; a material
                default under any material contract by which it or any of its material
                assets are bound; or an event that would, with notice or lapse of
                time, or
                both, constitute such a default.

            


    

     

    
      	
              15.5

            	
              Inducements;
                Hercules Business Practices
                Policy.

            


    

     

    
      	 	
              (a)

            	
              Inducements.
                Supplier represents, warrants and covenants that it has not given
                and will
                not give commissions, payments, kickbacks, lavish or extensive
                entertainment, or other inducements of more than minimal value (as
                defined
                in the Hercules Business Practices Policy) to any employee or agent
                of
                Hercules in connection with this Agreement. Supplier also represents,
                warrants and covenants that, to the best of its knowledge, no officer,
                director, employee, agent or representative of Supplier has given
                any such
                payments, gifts, entertainment or other thing of value to any employee
                or
                agent of Hercules. Supplier also acknowledges that the giving of
                any such
                payments, gifts, entertainment, or other thing of value is strictly
                in
                violation of Hercules policy on conflicts of interest, and may result
                in
                the cancellation of this Agreement and other existing and future
                contracts
                between the Parties.

            


    

     

    
      	 	
              (b)

            	
              Hercules
                Business Practices Policy.
                Supplier represents, warrants and covenants that, in the performance
                of
                the Services and its other contractual obligations hereunder, it
                shall
                comply with the Hercules Business Practices Policy, as set forth
                in
                Attachment
                T.3,
                as such Business Practices Policy may be reasonably modified from
                time to
                time.

            


    

     

    
      	
              15.6

            	
              Disabling
                Code.

            


    

     

    Supplier
      represents, warrants and covenants that, without the prior written consent
      of
      Hercules, Supplier shall not insert into the Software any code that could be
      invoked to disable or otherwise shut down all or any portion of the Services.
      Supplier further represents, warrants and covenants that, with respect to any
      disabling code that may be part of the Software, Supplier shall not invoke
      or
      cause to be invoked such disabling code at any time, including upon expiration
      or termination of this Agreement for any reason, without Hercules' prior written
      consent. Supplier also represents, warrants and covenants that it shall not
      use
      Third Party Software containing disabling code without the prior approval of
      Hercules. For purposes of this provision, code that serves the function of
      ensuring software license compliance (including passwords) shall not be deemed
      disabling code, provided that Supplier notifies Hercules in advance of all
      such
      code and obtains Hercules' approval prior to installing such code in any
      Software, Equipment or System. 

     

    
      	
              15.7

            	
              Compliance
                with Laws.
                

            


    

     

    
      	 	
              (a)

            	
              Compliance
                by Supplier.
                Subject to Section
                15.7(b), (e), (f)
                and (g),
                Supplier represents, warrants and covenants that, with respect to
                the
                provision of the Services and the performance of any of its other
                legal
                and contractual obligations hereunder, it is and shall be in compliance
                with all applicable Laws on the Commencement Date and shall remain
                in
                compliance with such Laws for the Term and any Termination Assistance
                Services period, including identifying and procuring applicable permits,
                certificates, approvals and inspections required under such Laws.
                If a
                charge of non-compliance by Supplier with any such Laws occurs, Supplier
                shall promptly notify Hercules of such
                charge.

            


    

     

    
      	 	
              (b)

            	
              Compliance
                by Hercules.
                Subject to Section
                15.7(a), (e)
                and (f),
                Hercules represents and warrants that, with respect to the performance
                by
                Hercules and the Eligible Recipients of Hercules' legal and contractual
                obligations under this Agreement, it is and shall be in compliance
                in all
                material respects with all applicable Laws for the entire Term of
                the
                Agreement. If a written charge of non-compliance by Hercules with
                any such
                Laws occurs, Hercules shall promptly notify Supplier of such
                charge.

            


    

     

    
      	 	
              (c)

            	
              Compliance
                Data and Reports.
                At no additional charge, Supplier shall provide Hercules with data
                and
                reports in Supplier’s possession necessary for Hercules to comply with,
                all Laws applicable to the
                Services.

            


    

     

    
      	 	
              (d)

            	
              Software,
                Equipment, Systems and Materials Compliance.
                Supplier covenants that the Software, Equipment, Systems and Materials
                owned, provided or used by Supplier in providing the Services are
                in

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    compliance
      with all applicable Laws on the Commencement Date and shall remain in compliance
      with such Laws for the Term and any Termination Assistance Services
      period.

     

    
      	 	
              (e)

            	
              Notice
                of Laws.
                Supplier shall notify Hercules of any Laws and changes in Laws applicable
                to Supplier as a provider of ITO services and other in-scope services,
                including those Laws applicable to the employment of Supplier Personnel
                and the provision of Services from jurisdictions in which Supplier
                Facilities are located (“Supplier
                Laws”).
                The definition of Supplier Laws also shall include Laws applicable
                to (i)
                the technical, organizational and security measures associated with
                safeguarding Personal Data to be implemented and maintained by Supplier
                and at Supplier Facilities, (ii) restrictions or prohibitions on
                the use
                or disclosure of Personal Data made available to Supplier under this
                Agreement, and (iii) the United States, United Kingdom, Netherlands
                and/or
                Belgium that could
                have a material adverse impact on the ability of Hercules and/or
                the
                Eligible recipients to receive the benefit of the Services (collectively,
                “Supplier
                Laws”).
                Hercules shall notify Supplier of any other Laws and any changes
                in such
                other Laws applicable to the provision or receipt of the Services
                (collectively, “Hercules
                Laws”).
                

            


    

     

    During
      the Transition Period, the Parties shall identify any additional Laws or areas
      of Law (i) as to which the displaced Hercules Personnel were responsible for
      keeping Hercules apprised prior to the Commencement Date, or (ii) for which
      Supplier can readily assume such responsibility. If such Laws or areas of Law
      are identified, the Parties shall confer in good faith as to the addition of
      such Laws or areas of Law to the definition of Supplier Laws and shall use
      commercially reasonable efforts to avoid or minimize to the extent practicable
      any increase in the applicable Charges.

     

    Supplier
      shall, through the Supplier Personnel, maintain general familiarity with
      Hercules Laws, and shall bring additional or changed requirements to Hercules'
      attention. Subject to its non-disclosure obligation under other customer
      contracts, Supplier also shall make commercially reasonable efforts to obtain
      information regarding such requirements from other outsourcing customer
      engagements and to communicate such information to Hercules in a timely manner.
      Each Party shall use commercially reasonable efforts to advise the other of
      Laws
      and changes in Laws about which such Party becomes aware in the other Party's
      area of responsibility, but without assuming an affirmative obligation of
      inquiry, except as otherwise provided herein, and without relieving the other
      Party of its obligations hereunder. At Hercules' request, Supplier Personnel
      shall participate in Hercules provided compliance training
      programs.

     

    
      	 	
              (f)

            	
              Interpretation
                of Laws or Changes in Laws.
                Hercules shall be responsible, with Supplier’s cooperation and assistance,
                for interpreting Hercules Laws or changes in Hercules Laws and for
                identifying the impact of such Hercules Laws or changes in Hercules
                Laws
                on Supplier’s performance and Hercules' and/or the Eligible Recipients'
                receipt and use of the Services. Supplier shall be responsible, with
                Hercules' cooperation and assistance, for interpreting Supplier Laws
                or
                changes in Supplier Laws and for identifying the impact of such Supplier
                Laws or changes in Supplier Laws on Supplier’s performance and Hercules'
                and/or the Eligible Recipients' receipt and use of the Services.
                To the
                extent the impact of any Supplier Law or change in Supplier Law cannot
                be
                readily identified by Supplier, the Parties shall cooperate in
                interpreting such Law or change in Law and shall seek in good faith
                to
                identify and agree upon the impact on Supplier’s performance and Hercules'
                and/or the Eligible Recipients' receipt and use of the Services.
                If the
                Parties are unable to agree upon such impact, Hercules shall retain
                the
                right, in its sole discretion, to interpret such Supplier Law or
                change in
                Supplier Law and determine its impact if and to the extent such Supplier
                Law or change in Supplier Law could impact the Services to be provided
                by
                Supplier or Hercules' and/or the Eligible Recipients' receipt and
                use of
                such Services and Supplier shall retain the right, in its reasonable
                discretion, to interpret such Supplier Law or change in Supplier
                Law if
                and to the extent such Supplier Law or change in Supplier Law could
                impact
                matters internal to Supplier (such as wages/salaries, employee benefits,
                occupational safety and health, etc.), but not the Services to be
                provided
                by Supplier or Hercules' and/or the Eligible Recipients' receipt
                and use
                of such Services. In addition, if Supplier reasonably concludes,
                after due
                inquiry, that the compliance obligations associated with any such
                Supplier
                Law or change in Supplier Law are unclear or that there is more than
                one
                reasonable approach to achieving compliance, Supplier may escalate
                the
                issue to Hercules for a final
                decision.

            


    

     

    
      	 	
              (g)

            	
              Implementation
                of Changes in Laws.
                In the event of any changes in Laws (including Hercules Laws to the
                extent
                Supplier receives notice of such Hercules Laws from Hercules or as
                otherwise provided in Section

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    15.7(e)),
      Supplier shall implement any necessary modifications to the Services prior
      to
      the deadline imposed by the regulatory or governmental body having jurisdiction
      for such requirement or change. Supplier shall bear the costs associated with
      compliance with such Laws changes in Laws applicable to the Services unless
      such
      change meets the definition of New Service, in which case it shall be treated
      as
      a Project. At Hercules' request, Supplier Personnel shall participate in
      Hercules provided regulatory compliance training programs. 

     

    
      	 	
              (h)

            	
              Export
                Control.
                The Parties acknowledge that certain Software and technical data
                to be
                provided hereunder and certain transactions hereunder may be subject
                to
                export controls under the laws and regulations of the United States,
                the
                European Union, the United Nations and other jurisdictions. No Party
                shall
                export or re-export any such items or any direct product thereof
                or
                undertake any transaction or service in violation of any such laws
                or
                regulations. To the extent within Supplier’s control, Supplier shall be
                responsible for, and shall coordinate and oversee, compliance with
                such
                export laws in respect of such items exported or imported
                hereunder..

            


    

     

    
      	 	
              (i)

            	
              Responsibility.
                Subject to Section
                15.7(e),
                Supplier shall be responsible for any Losses imposed on Supplier,
                Hercules
                or the Eligible Recipients resulting from any failure of Supplier
                or its
                Subcontractors or third party product or service providers to comply
                with
                applicable Laws or respond in a timely manner to changes in such
                Laws,
                unless and to the extent such failure directly results from the sole
                acts
                or omissions of Hercules, an Eligible Recipient or a Hercules Third
                Party
                Contractor in contravention of Hercules' obligations under this
                Agreement.

            


    

     

    
      	 	
              (j)

            	
              Assistance
                to Hercules.
                As part of the Services and on an ongoing basis, Supplier shall assist
                Hercules and the Eligible Recipients as they may reasonably require
                in
                their efforts to comply with applicable Laws (including any changes
                to
                Laws) not applicable to Supplier or related to the
                Services.

            


    

     

    
      	
              15.8

            	
              Interoperability

            


    

     

    Supplier
      represents, warrants and covenants that the Software, Equipment and Systems
      used
      by Supplier to provide the Services are fully compatible and interoperable
      with
      the Retained Systems and Business Processes (including the software, equipment
      and systems used by Hercules or the Eligible Recipients to provide the same
      or
      similar services and/or which may deliver records to, receive records from,
      or
      otherwise interact with the Software, Equipment and Systems used by Supplier
      to
      receive the Services) as of the Commencement Date and remain compatible and
      interoperable with such Retained Systems and Business Processes during the
      Term
      and any Termination Assistance Services period. 

     

    
      	
              15.9

            	
              Disclaimer.
                

            


    

     

    EXCEPT
      AS
      OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
      REPRESENTATIONS, CONDITIONS OR WARRANTIES TO THE OTHER PARTY, WHETHER EXPRESS
      OR
      IMPLIED, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE .

     

    
      	
              16

            	
              INSURANCE
                AND RISK OF LOSS 

            


    

     

    
      	
              16.1

            	
              Insurance. 

            


    

     

    
      	 	
              (a)

            	
              Requirements.
                Supplier agrees to keep in full force and effect and maintain at
                its sole
                cost and expense the following policies of insurance with the specified
                minimum limits of liability during the term of this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              Workers’
                Compensation, Employer’s Liability, and comparable Insurance covering
                employees for occupational illnesses and injuries in full compliance
                with
                the applicable Laws of the state and/or country in which the work
                is to be
                performed or the country of hire (whichever is applicable).
                

            


    

     

    
      	 	
              (i)

            	
              The
                limits of liability of Workers’ Compensation, Employers’ Liability and
                comparable Insurance shall be not less than the limits required by
                applicable Law.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (ii)

            	
              In
                addition, in the United States the limits of liability of Employer’s
                Liability Insurance shall be minimum limits of $1 million per employee
                by
                accident/$1 million per employee by disease (or, if higher, the limits
                required by applicable Law). The Parties acknowledge and agree that
                Employer's Liability Insurance is not available in all jurisdictions
                outside the United States and that Supplier is relieved of its obligation
                to provide such coverage in such jurisdictions.


            


    

     

    
      	 	
              (ii)

            	
              Commercial
                General Liability Insurance (including coverage for Contractual Liability
                assumed by Supplier under this Agreement, Premises-Operations, Completed
                Operations—Products, and Independent Contractors) providing coverage for
                bodily injury, personal injury, advertising injury and property damage
                with combined single limits of not less than $5 million per
                occurrence.

            


    

     

    
      	 	
              (iii)

            	
              Commercial
                Business Automobile Liability Insurance including coverage for all
                owned,
                non-owned, leased, and hired vehicles providing coverage for bodily
                injury
                and property damage liability with combined single limits of not
                less than
                $5 million per occurrence. The Parties acknowledge and agree that
                Commercial Business Automobile Liability Insurance is not available
                in all
                jurisdictions outside the United States and that Supplier is relieved
                of
                its obligation to provide such coverage in such
                jurisdictions.

            


    

     

    
      	 	
              (iv)

            	
              Professional
                Liability (also known as Errors and Omissions Liability) Insurance,
                including technology errors and omissions coverage, covering acts,
                errors
                and omissions arising out of Supplier’s operations or Services in an
                amount not less than $8 million per claim, which
                may be satisfied in combination with its Umbrella / Excess Liability
                Insurance coverage.
                Supplier shall continue to purchase such coverage for a period of
                at least
                two (2) years from the termination or expiration of this
                Agreement

            


    

     

    
      	 	
              (v)

            	
              Comprehensive
                Crime Insurance, including employee dishonesty and computer fraud
                coverage
                and a third party extension, covering losses arising out of or in
                connection with any fraudulent or dishonest acts committed by Supplier
                employees, acting alone or with others, in an amount not less than
                $5
                million per occurrence. Supplier shall continue to purchase such
                coverage
                for a period of at least two (2) year from the termination or expiration
                of this Agreement

            


    

     

    
      	 	
              (vi)

            	
              All
                Risk Property Damage and Business Interruption Insurance covering
                all
                assets owned or leased by Supplier, for the replacement value of
                such
                assets and for the actual business loss sustained and extra expenses
                incurred during any interruption of Supplier’s business that is related to
                or connected with insured property damage.


            


    

     

    The
      above
      stated limits of insurance may be provided through any combination of Supplier’s
      primary and excess insurance policies, all of which shall comply with the
      requirements stated in Sections
      16.1(b) and (c).

     

    
      	 	
              (b)

            	
              Approved
                Companies.
                All such insurance shall be procured with reputable insurance companies
                and in such form as is usual and customary to Supplier’s business. Such
                insurance companies shall maintain a rating at least “A” and be at least a
                Financial Size Category VIII as both criteria are defined in the
                most
                current publication of Best’s
                Policyholder Guide.

            


    

     

    
      	 	
              (c)

            	
              Endorsements.
                Supplier’s insurance policies as required herein under Section
                16.1(a)(ii)
                and (iii),
                including any umbrella/excess liability policies, shall name Hercules,
                Hercules Affiliates and Eligible Recipients and their respective
                officers,
                directors and employees as Additional Insureds for any and all liability
                arising at any time in connection with Supplier’s or Supplier Personnel’s
                performance under this Agreement. The Supplier insurance policies
                required
                under Section
                16.1(a)(iv)
                and (v)
                shall name Hercules, Hercules Affiliates and Eligible Recipients
                and their
                respective officers, directors and employees as loss payees for any
                and
                all liability arising at any time in connection with Supplier’s or
                Supplier Personnel’s performance under this Agreement. All insurance
                required under this Section
                16.1
                shall be primary and non-contributing insurance and any other valid
                insurance existing for Hercules' benefit shall be excess of such
                primary
                insurance. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (d)

            	
              Certificates.
                Supplier shall provide Hercules with certificates of insurance evidencing
                compliance with this Article
                16 (including
                evidence of renewal of insurance) signed by authorized representatives
                of
                the respective carriers within thirty (30) days after the Effective
                Date
                and thereafter, for each year this Agreement is in effect. Each
                certificate of insurance shall provide that the issuing company shall
                not
                cancel, reduce, or otherwise materially alter the insurance afforded
                under
                the above policies unless notice of such cancellation, reduction
                or
                material alteration has been provided at least thirty (30) days in
                advance
                to Hercules in accordance with Section
                21.3(a).

            


    

     

    
      	 	
              (e)

            	
              No
                Implied Limitation.
                The obligation of Supplier and its Affiliates to provide the insurance
                specified herein shall not limit in any way any obligation or liability
                of
                Supplier provided elsewhere in this Agreement. The rights of Hercules
                and
                its subsidiaries, Affiliates and Eligible Recipients to insurance
                coverage
                under policies issued to or for the benefit of one or more of them
                are
                independent of this Agreement shall not be limited by this
                Agreement.

            


    

     

    
      	 	
              (f)

            	
              Insurance
                Subrogation. With
                respect to insurance coverage to be provided by Supplier pursuant
                to this
                Section
                16.1(a)(i), (ii), (iii), and (vi),
                the insurance policies shall provide that the insurance companies
                waive
                all rights of subrogation against Supplier, Hercules, the Eligible
                Recipients and their respective Affiliates, officers, directors and
                employees. 

            


    

     

    
      	
              16.2

            	
              Risk
                of Loss.
                

            


    

     

    
      	 	
              (a)

            	
              General.
                Supplier and Hercules each shall be responsible for any damage,
                destruction, loss, theft or governmental taking of their respective
                tangible property or real property (whether owned or leased) and
                each
                Party agrees to look only to its own insuring arrangements (if any)
                with
                respect to such damage, destruction, loss, theft, or governmental
                taking.
                Each Party shall promptly notify the other Party of any damage (except
                normal wear and tear), destruction, loss, theft, or governmental
                taking of
                such other Party’s tangible property or real property (whether owned or
                leased) and cooperate with such other Party in seeking to recover
                for such
                damage or loss.

            


    

     

    
      	 	
              (b)

            	
              Waiver.
                Supplier and Hercules hereby waive, on behalf of themselves and shall
                cause their respective insurers to issue appropriate waivers of
                subrogation rights for, any claims that either may have against the
                other
                for loss or damage resulting from perils covered by the All Risk
                Property
                Damage and Business Interruption Insurance. It is understood that
                this
                waiver is intended to extend to all such loss or damage whether or
                not the
                same is caused by the fault or neglect of either Supplier or Hercules
                and
                whether or not insurance is in force. If required by policy conditions,
                each party shall secure from its property insurer a waiver of subrogation
                endorsement to its policy, and deliver a copy of such endorsement
                to the
                other party to this Agreement if requested..


            


    

     

    
      	
              17

            	
              INDEMNITIES
                

            


    

     

    
      	
              17.1

            	
              Indemnity
                by Supplier.

            


    

     

    Supplier
      agrees to indemnify, defend and hold harmless Hercules and its Affiliates and
      the Eligible Recipients and their respective officers, directors, employees,
      agents, representatives, successors, and assigns from any and all Losses and
      threatened Losses due to non-party claims arising from or in connection with
      any
      of the following:

     

    
      	 	
              (a)

            	
              Representations,
                Warranties and Covenants.
                Supplier’s breach of any of the representations, warranties and covenants
                set forth herein.

            


    

     

    
      	 	
              (b)

            	
              Reserved.
                

            


    

     

    
      	 	
              (c)

            	
              Licenses,
                Leases and Contracts.
                Supplier’s failure to observe or perform any duties or obligations to be
                observed or performed on or after the Commencement Date by Supplier
                under
                Third Party Software licenses, Equipment leases or Third Party Contracts
                used by Supplier to provide the Services or for which Supplier has
                assumed
                financial or operational responsibility under this
                Agreement.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (d)

            	
              Hercules
                Data or Confidential Information.
                Supplier’s breach of its obligations with respect to Hercules Data,
                Hercules Personal Data or Hercules Confidential
                Information.

            


    

     

    
      	 	
              (e)

            	
              Infringement.
                Infringement or misappropriation or alleged infringement or alleged
                misappropriation of a patent, trade secret, copyright or other proprietary
                rights in contravention of Supplier’s representations, warranties and
                covenants in Sections
                15.2
                and 15.3.

            


    

     

    
      	 	
              (f)

            	
              Compliance
                with Laws.
                Losses, including government fines, penalties, sanctions, interest
                or
                other remedies resulting from Supplier’s failure to perform its
                responsibilities under this Agreement.


            


    

     

    
      	 	
              (g)

            	
              Taxes.
                Taxes, together with interest and penalties, that are the responsibility
                of Supplier under Section
                11.4.

            


    

     

    
      	 	
              (h)

            	
              Shared
                Facility Services.
                Services, products or systems provided by Supplier to a third party
                from
                any shared Supplier facility or using any shared Supplier resources
                and
                not constituting Services provided to an Eligible Recipient pursuant
                to
                this Agreement.

            


    

     

    
      	 	
              (i)

            	
              Affiliate,
                Subcontractor or Assignee Claims.
                Any claim, other than an indemnification claim under this Agreement,
                initiated by (i) a Supplier Affiliate or Subcontractor asserting
                rights
                under this Agreement or (ii) any entity to which Supplier assigned,
                transferred, pledged, hypothecated or otherwise encumbered its rights
                to
                receive payments from Hercules under this
                Agreement.

            


    

     

    
      	 	
              (j)

            	
              Supplier
                Personnel Injury Claims.
                Any claim by Supplier Personnel for death, bodily injury, or illness,
                except to the extent caused by Hercules' gross negligence or willful
                misconduct.

            


    

     

    
      	 	
              (k)

            	
              Employment
                Claims.
                Any claim (including claims by Affected Employees considered for
                employment and/or hired by Supplier, Supplier Affiliates or
                Subcontractors) to the extent resulting from any (i) violation by
                Supplier, Supplier Affiliates or Subcontractors, or their respective
                officers, directors, employees, representatives or agents, of any
                Laws or
                any common law protecting persons or members of protected classes
                or
                categories, including Laws prohibiting discrimination or harassment
                on the
                basis of a protected characteristic; (ii) liability arising or resulting
                from the employment of Supplier Personnel by Supplier, Supplier Affiliates
                or Subcontractors (including Affected Employees hired by Supplier,
                Supplier Affiliates or Subcontractors from and after their Employment
                Effective Dates) (including liability for any social security or
                other
                employment taxes, workers’ compensation claims and premium payments, and
                contributions applicable to the wages and salaries of such Supplier
                Personnel); (iii) payment or failure to pay any salary, wages or
                other
                cash compensation due and owing to any Supplier Personnel (including
                Affected Employees hired by Supplier, Supplier Affiliates or
                Subcontractors from and after their Employment Effective Dates),
                (iv)
                payment or failure to pay any employee pension or other benefits
                due and
                owing to any Supplier Personnel (including Affected Employees hired
                by
                Supplier, Supplier Affiliates or Subcontractors for pension or other
                benefits accruing from and after their Employment Effective Dates),
                (v)
                other aspects of the employment relationship of Supplier Personnel
                (including Affected Employees hired by Supplier, Supplier Affiliates
                or
                Subcontractors) with Supplier, Supplier Affiliates or Subcontractors
                or
                the termination of such relationship, including claims for wrongful
                discharge, claims for breach of express or implied employment contract
                and
                claims of co-employment or joint employment, and/or (vi) other acts
                or
                omissions with respect to Affected Employees considered for employment
                and/or hired by Supplier, Supplier Affiliates or Subcontractors,
                including
                any act, omission or representation made in connection with the interview,
                selection, hiring and/or transition process, the offers of employment
                made
                to such employees, the failure to make offers to any such employees,
                the
                rescission of such offers of employment, or the terms and conditions
                of
                such offers (including compensation and employee benefits), except,
                in
                each case, to the extent resulting from the wrongful actions of Hercules,
                the Eligible Recipients, or Hercules Third Party Contractors, errors
                or
                inaccuracies in the information provided by Hercules and faithfully
                communicated by Supplier or the failure of Hercules, the Eligible
                Recipients, or Hercules Third Party Contractors to comply with Hercules'
                responsibilities under this Agreement. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              17.2

            	
              Indemnity
                by Hercules.

            


    

     

    Hercules
      agrees to indemnify, defend and hold harmless Supplier and its officers,
      directors, employees, agents, representatives, successors, and assigns, from
      any
      Losses and threatened Losses due to non- party claims arising from or in
      connection with any of the following:

     

    
      	 	
              (a)

            	
              Representations,
                Warranties and Covenants.
                Hercules breach of any of the representations, warranties and covenants
                set forth herein.

            


    

     

    
      	 	
              (b)

            	
              Licenses,
                Leases or Contracts.
                Hercules' failure to observe or perform any duties or obligations
                to be
                observed or performed by Hercules under any of the applicable Third
                Party
                Software licenses, Equipment Leases or Third Party Contracts to the
                extent
                Hercules is financially or operationally responsible under this
                Agreement.

            


    

     

    
      	 	
              (c)

            	
              Reserved.

            


    

     

    
      	 	
              (d)

            	
              Supplier’s
                Confidential Information.
                Hercules breach of its obligations with respect to Supplier’s Confidential
                Information.

            


    

     

    
      	 	
              (e)

            	
              Infringement.
                Infringement or misappropriation or alleged infringement or alleged
                misappropriation of a patent, trade secret, copyright or other proprietary
                rights in contravention of Hercules' representations, warranties
                and
                covenants in Section
                15.3.

            


    

     

    
      	 	
              (f)

            	
              Taxes.
                Taxes, together with interest and penalties, that are the responsibility
                of Hercules under Section
                11.4.

            


    

     

    
      	 	
              (g)

            	
              Hercules
                Affiliate, Eligible Recipient or Third Party Contractor
                Claims.
                Any claim, other than an indemnification claim or insurance claim
                under
                this Agreement, initiated by an Hercules Affiliate, an Eligible Recipient
                (other than Hercules) or an Hercules Third Party Contractor asserting
                rights under this Agreement.

            


    

     

    
      	 	
              (h)

            	
              Employment
                Claims.
                Any claim (including claims by Affected Employees) to the extent
                resulting
                from any (i) violation by Hercules or its respective officers, directors,
                employees, representatives or agents, of Federal, state, provincial,
                local, international or other Laws or regulations or any common law
                protecting persons or members of protected classes or categories,
                including laws or regulations prohibiting discrimination or harassment
                on
                the basis of a protected characteristic, (ii) payment or failure
                to pay
                any salary, wages or other cash compensation owed by Hercules to
                an
                Affected Employee hired by Supplier or a Supplier Affiliate or
                Subcontractor for the period of his or her employment with Hercules,
                (iii)
                Hercules’ failure to pay any accrued employee pension or other benefits
                owed by Hercules to an Affected Employee hired by Supplier or a Supplier
                Affiliate or Subcontractor and accruing during the period of his
                or her
                employment with Hercules, (iv) other acts or omissions of Hercules
                in its
                capacity as an employer of Affected Employees hired by Supplier or
                a
                Supplier Affiliate or Subcontractor, but excluding claims covered
                by
                Section
                17.1(k),
                and/or (v) liability resulting from representations (oral or written)
                to
                the Affected Employees by Hercules or its officers, directors, employees,
                representatives or agents, except, in each case, to the extent resulting
                from the wrongful actions of Supplier, Supplier Affiliates or
                Subcontractors, errors or inaccuracies in the information provided
                by
                Supplier and faithfully communicated by Hercules, or the failure
                of
                Supplier, Supplier Affiliates or Subcontractors to comply with Supplier’s
                responsibilities under this
                Agreement.

            


    

     

    
      	
              17.3

            	
              Additional
                Indemnities.

            


    

     

    Supplier
      and Hercules each agree to indemnify, defend and hold harmless the other, and
      the Eligible Recipients and their respective Affiliates, officers, directors,
      employees, agents, representatives, successors, and assigns, from any and all
      Losses and threatened Losses to the extent they arise from or in connection
      with
      any of the following: (a) except as otherwise provided in Section
      17.1(j),
      the
      death or bodily injury of any agent, employee, customer, business invitee,
      business visitor or other person caused by the negligence or other tortious
      conduct of the indemnitor or the failure of the indemnitor to comply with its
      obligations under this Agreement; and (b) except as otherwise provided in
Section
      16.2, the
      damage, loss or destruction of any real or tangible personal property caused
      by
      the negligence or

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    other
      tortious conduct of the indemnitor or the failure of the indemnitor to comply
      with its obligations under this Agreement.

     

    
      	
              17.4

            	
              Infringement.

            


    

     

    In
      the
      event that (1) any Software, Equipment, Materials, or Services provided by
      Supplier or its Affiliates or Subcontractors pursuant to this Agreement or
      used
      by them in the performance of the Services are found, or in Hercules' reasonable
      opinion are likely to be found, to infringe upon the patent, copyright,
      trademark, trade secrets, intellectual property or proprietary rights of any
      third party in any country in which Services are to be performed or received
      under this Agreement, or (2) the continued use of such Software, Equipment
      or
      Materials are enjoined, Supplier shall, in addition to defending, indemnifying
      and holding harmless Hercules as provided in Section
      17.1(e)
      and to
      the other rights Hercules may have under this Agreement, promptly and at its
      own
      cost and expense and in such a manner as to minimize the disturbance to
      Hercules' and the Eligible Recipients’ business activities do one of the
      following:

     

    
      	 	
              (a)

            	
              Obtain
                Rights.
                Obtain for Hercules and the Eligible Recipients the right to continue
                using such Software, Equipment or
                Materials.

            


    

     

    
      	 	
              (b)

            	
              Modification.
                Modify the item(s) in question so that it is no longer infringing
                (provided that such modification does not degrade the performance
                or
                quality of the Services or adversely affect Hercules' and the Eligible
                Recipients’ intended use as contemplated by this
                Agreement).

            


    

     

    
      	 	
              (c)

            	
              Replacement.
                Replace such item(s) with a non-infringing functional equivalent
                acceptable to Hercules.

            


    

     

    
      	
              17.5

            	
              Indemnification
                Procedures.

            


    

     

    With
      respect to non-Party claims which are subject to indemnification under this
      Agreement (other than as provided in Section
      17.6
      with
      respect to claims covered by Section
      17.1(f)),
      the
      following procedures shall apply:

     

    
      	 	
              (a)

            	
              Notice.
                Promptly
                after receipt by any person or entity entitled to indemnification
                under
                this Agreement of notice of the commencement or threatened commencement
                of
                any civil, criminal, administrative, or investigative action or proceeding
                involving a claim in respect of which the indemnitee will seek
                indemnification hereunder, the indemnitee shall notify the indemnitor
                of
                such claim. The indemnitee shall use commercially reasonable efforts
                to
                provide such notice to the indemnitor (i) within fifteen (15) days
                of its
                receipt of notice of a civil, criminal, administrative, or investigative
                action or proceeding, and/or (ii)at least ten (10) days prior to
                the date
                on which a response is due. No delay or failure to so notify an indemnitor
                shall relieve it of its obligations under this Agreement except to
                the
                extent that such indemnitor has suffered actual prejudice by such
                delay or
                failure. Within fifteen (15) days following receipt of notice from
                the
                indemnitee relating to any claim, but no later than five (5) days
                before
                the date on which any response to a complaint or summons is due,
                the
                indemnitor shall notify the indemnitee that the indemnitor elects
                to
                assume control of the defense and settlement of that claim (a
                “Notice
                of Election”).
                

            


    

     

    
      	 	
              (b)

            	
              Procedure
                Following Notice of Election. If
                the indemnitor delivers a Notice of Election within the required
                notice
                period, the indemnitor shall assume sole control over the defense
                and
                settlement of the claim; provided, however, that (i) the indemnitor
                shall
                keep the indemnitee fully apprised at all times as to the status
                of the
                defense, and (ii) the indemnitor shall obtain the prior written approval
                of the indemnitee before entering into any settlement of such claim
                asserting any liability against the indemnitee or imposing any obligations
                or restrictions on the indemnitee or ceasing to defend against such
                claim.
                The indemnitor shall not be liable for any legal fees or expenses
                incurred
                by the indemnitee following the delivery of a Notice of Election;
                provided, however, that (i) the indemnitee shall be entitled to employ
                counsel at its own expense to participate in the handling of the
                claim,
                and (ii) the indemnitor shall pay the fees and expenses associated
                with
                such counsel if there is a conflict of interest with respect to such
                claim
                which is not otherwise resolved or if the indemnitor has requested
                the
                assistance of the indemnitee in the defense of the claim or the indemnitor
                has failed to defend the claim diligently and the indemnitee is prejudiced
                or likely to be prejudiced by such failure. The indemnitor shall
                not be
                obligated to indemnify the indemnitee for any amount paid or payable
                by
                such indemnitee in the settlement of any claim if (i) the indemnitor
                has
                delivered

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    a
      timely
      Notice of Election and such amount was agreed to without the written consent
      of
      the indemnitor, (ii) the indemnitee has not provided the indemnitor with notice
      of such claim and a reasonable opportunity to respond thereto, or (iii) the
      time
      period within which to deliver a Notice of Election has not yet
      expired.

     

    
      	 	
              (c)

            	
              Procedure
                Where No Notice of Election Is Delivered.
                If
                the indemnitor does not deliver a Notice of Election relating to
                any claim
                within the required notice period, the indemnitee shall have the
                right to
                defend the claim in such manner as it may deem appropriate. The indemnitor
                shall promptly reimburse the indemnitee for all such reasonable costs
                and
                expenses incurred by the indemnitee, including reasonable attorneys’
                fees.

            


    

     

    
      	
              17.6

            	
              Indemnification
                Procedures - Governmental
                Claims.

            


    

     

    With
      respect to claims covered by Section
      17.1(f),
      the
      following procedures shall apply:

     

    
      	 	
              (a)

            	
              Notice.
                Promptly after receipt by Hercules of notice of the commencement
                or
                threatened commencement of any action or proceeding involving a claim
                in
                respect of which the indemnitee will seek indemnification pursuant
                to
                Section
                17.1(f),
                Hercules shall notify Supplier of such claim. No delay or failure
                to so
                notify Supplier shall relieve Supplier of its obligations under this
                Agreement except to the extent that Supplier has suffered actual
                prejudice
                by such delay or failure.

            


    

     

    
      	 	
              (b)

            	
              Procedure
                for Defense.
                Hercules shall be entitled, at its option, to have the claim handled
                pursuant to Section
                17.5
                or
                to retain sole control over the defense and settlement of such claim;
                provided that, in the latter case, Hercules shall (i) consult with
                Supplier on a regular basis regarding claim processing (including
                actual
                and anticipated costs and expenses) and litigation strategy, (ii)
                reasonably consider any Supplier settlement proposals or suggestions,
                and
                (iii) use commercially reasonable efforts to minimize any amounts
                payable
                or reimbursable by Supplier.

            


    

    

      
        	
                17.7

              	
                Subrogation.

              


      

       

    

    Except
      as
      otherwise provided in Sections
      16.1,
      in the
      event that an indemnitor shall be obligated to indemnify an indemnitee pursuant
      to any provision of this Agreement, the indemnitor shall, upon payment of such
      indemnity in full, be subrogated to all rights of the indemnitee with respect
      to
      the claims to which such indemnification relates.

     

    
      	
              18

            	
              LIABILITY

            


    

     

    18.1 General
      Intent.

     

    Subject
      to the specific provisions and limitations of this Article
      18,
      it is
      the intent of the Parties that each Party shall be liable to the other Party
      for
      any actual damages incurred by the non-breaching Party as a result of the
      breaching Party’s failure to perform its obligations in the manner required by
      this Agreement.

     

    18.2 Force
      Majeure.

     

    
      	 	
              (a)

            	
              General.
                Subject to Section
                18.2(d),
                no Party shall be liable for any default or delay in the performance
                of
                its obligations under this Agreement if and to the extent such default
                or
                delay is caused, directly or indirectly, by fire, flood, earthquake,
                elements of nature or acts of God; wars, terrorist acts, site-specific
                terrorist threats, riots, civil disorders, rebellions or revolutions;
                strikes, lockouts or labor disputes; or any other cause beyond the
                reasonable control of such Party; except to the extent that the
                non-performing Party is at fault in failing to prevent or causing
                such
                default or delay, and provided that such default or delay can not
                reasonably be circumvented by the non-performing Party through the
                use of
                alternate sources, workaround plans or other means. A strike, lockout
                or
                labor dispute involving Supplier Personnel shall not excuse Supplier
                from
                its obligations hereunder. In addition, the refusal of Supplier Personnel
                to enter a facility that is the subject of a labor dispute shall
                excuse
                Supplier from its obligations hereunder only if and to the extent
                such
                refusal is based upon a reasonable fear of physical
                harm.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (b)

            	
              Duration
                and Notification.
                In the event of a force majeure event, the non-performing Party shall
                be
                excused from further performance or observance of the obligation(s)
                so
                affected for as long as such circumstances prevail and such Party
                continues to use all commercially reasonable efforts to recommence
                performance or observance whenever and to whatever extent possible
                without
                delay. Any Party so prevented, hindered or delayed in its performance
                shall, as quickly as practicable under the circumstances, notify
                the Party
                to whom performance is due by telephone (to be confirmed in writing
                within
                one (1) day of the inception of such delay) and describe at a reasonable
                level of detail the circumstances of the force majeure event, the
                steps
                being taken to address such force majeure event, and the expected
                duration
                of such force majeure event.

            


    

     

    
      	 	
              (c)

            	
              Substitute
                Services; Termination.
                If any event described in Section
                18.2(a)
                has substantially prevented, hindered or delayed or is reasonably
                expected
                to substantially prevent, hinder or delay the performance by Supplier
                or
                one of its Subcontractors of Services necessary for the performance
                of
                critical Hercules or Eligible Recipient functions for longer than
                the
                recovery period specified in the applicable disaster recovery plan,
                or if
                there is no such recovery period, seventy-two (72) hours, Supplier
                shall,
                unless and until otherwise directed by Hercules, use commercially
                reasonable efforts to procure such Services from an alternate source
                at
                Supplier’s expense for so long as the delay in performance shall continue,
                up to the Charges actually paid to Supplier for the Services with
                respect
                to the period of non-performance. If Supplier is unable to procure
                such
                substitute services on an expedited basis or Hercules elects to contract
                directly for such services, Hercules may procure such Services from
                an
                alternate source at Hercules' expense. In addition, if any event
                described
                in Section
                18.2(a)
                substantially prevents, hinders or delays the performance by Supplier
                or
                one of its Subcontractors of Services necessary for the performance
                of
                critical Hercules functions (i) for more than five (5) days, Hercules,
                at
                its option, may terminate any portion of this Agreement so affected
                without payment of Termination Charges and the charges payable hereunder
                shall be equitably adjusted to reflect those terminated Services;
                or (ii)
                for more than ten (10) days, Hercules, at its option, may terminate
                this
                Agreement in whole or part without payment of Termination Charges.
                Supplier shall not have the right to additional payments or increased
                usage charges as a result of any force majeure occurrence affecting
                Supplier’s ability to perform.

            


    

     

    
      	 	
              (d)

            	
              Disaster
                Recovery / Business Continuity.
                Upon the occurrence of a force majeure event that constitutes a disaster
                under the applicable disaster recovery/business continuity plan,
                Supplier
                shall implement promptly, as appropriate, such disaster recovery/business
                continuity plan and provide disaster recovery and business continuity
                services as described in such plan and in Schedule
                E.
                The occurrence of a force majeure event shall not relieve Supplier
                of its
                obligation to implement the applicable disaster recovery/business
                continuity plan and provide disaster recovery and business continuity
                services.

            


    

     

    
      	 	
              (e)

            	
              Payment
                Obligation.
                If Supplier fails to provide Services in accordance with this Agreement
                due to the occurrence of a force majeure event, all amounts payable
                to
                Supplier hereunder shall be equitably adjusted in a manner such that
                Hercules is not required to pay any amounts for Services that it
                is not
                receiving whether from Supplier or from an alternate source at Supplier’s
                expense pursuant to Section
                18.2(c).

            


    

     

    
      	 	
              (f)

            	
              Allocation
                of Resources.
                Without limiting Supplier’s obligations under this Agreement, whenever a
                force majeure event or disaster causes Supplier to allocate limited
                resources between or among Supplier’s customers and Affiliates, Hercules
                and the Eligible Recipients shall receive at least the same treatment
                as
                comparable Supplier customers. In no event will Supplier re-deploy
                or
                re-assign any Key Supplier Personnel to another customer or account
                in the
                event of the occurrence of a force majeure
                event.

            


    

     

    18.3 Limitation
      of Liability.

     

    
      	 	
              (a)

            	
              Exclusions
                from Limitations.
                EXCEPT AS PROVIDED IN THIS SECTION
                18.3,
                NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
                CONSEQUENTIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES,
                INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE
                THEORY
                OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
                OF
                SUCH DAMAGES.

            


    

     

    
      	 	
              (b)

            	
              Liability
                Cap.
                Additionally, except as provided below, the total aggregate liability
                of
                either Party, for claims asserted by the other Party under or in
                connection with this Agreement, regardless of the form of
                the

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    action
      or
      the theory of recovery, shall be limited to the greater of USD $5,000,000 or
      the
      total Charges payable to Supplier during the twelve (12) month
      period preceding the last act or omission giving rise to such liability. For
      avoidance of doubt, this liability cap is an aggregate liability cap for the
      Master Agreement and all Companion Agreements. 

     

    
      	 	
              (c)

            	
              Exceptions
                to Limitations of Liability.
                The limitations of liability set forth in Sections
                18.3(a)
                and (b)
                shall not apply with respect to:

            


    

     

    
      	 	
              (i)

            	
              Losses
                occasioned by the fraud, willful misconduct, or gross negligence
                of a
                Party.

            


    

     

    
      	 	
              (ii)

            	
              Losses
                that are the subject of indemnification under this Agreement (provided
                that, indemnification obligations arising under Sections
                17.1(a)
                and
                (h), 17.2(a)
                and 17.3
                shall nonetheless be subject to the liability cap set forth in
                Section
                18.3(b)).

            


    

     

    
      	 	
              (iii)

            	
              Losses
                occasioned by Supplier’s refusal to provide Services or Termination
                Assistance Services (for purposes of this provision, “refusal” shall mean
                the intentional cessation by Supplier, in a manner impermissible
                under
                this Agreement, of the performance of all or a material portion of
                the
                Services or Termination Assistance Services then required to be provided
                by Supplier under this Agreement).

            


    

     

    
      	 	
              (iv)

            	
              Amounts
                paid under Section
                17.3
                with respect to death or bodily injury of an agent, employee, customer,
                business invitee, business visitor or other person or damage, loss
                or
                destruction of real or tangible personal
                property.

            


    

     

    
      	 	
              (v)

            	
              Losses
                occasioned by any breach of a Party’s representations or warranties set
                forth in Sections
                15.3
                and 15.4
                of
                this Agreement. 

            


    

     

    
      	 	
              (vi)

            	
              Losses
                occasioned by any breach of a Party’s obligations under Article
                13.

            


    

     

    
      	 	
              (d)

            	
              Items
                Not Considered Damages.
                The following shall not be considered damages subject to, and shall
                not be
                counted toward the liability exclusion or cap specified in, Section
                18.3(a)
                or
                (b):
                

            


    

     

    
      	 	
              (i)

            	
              Service
                Level Credits or Deliverable Credits assessed against Supplier pursuant
                to
                Schedule
                G.

            


    

     

    
      	 	
              (ii)

            	
              Amounts
                withheld by Hercules in accordance with this Agreement due either
                to
                incorrect Charges by Supplier or non-conforming
                Services.

            


    

     

    
      	 	
              (iii)

            	
              Amounts
                paid by Hercules but subsequently recovered from Supplier due either
                to
                incorrect Charges by Supplier or non-conforming
                Services.

            


    

     

    
      	 	
              (iv)

            	
              Invoiced
                Charges and other amounts that are due and owing to Supplier for
                Services
                under this Agreement.

            


    

     

    
      	 	
              (e)

            	
              Waiver
                of Liability Cap.
                If, at any time, the total aggregate liability of one Party for claims
                asserted by the other Party under or in connection with this Agreement
                exceeds eighty percent (80%) of the liability cap specified in
                Section
                18.3(a)
                and, upon the request of the other Party, the Party incurring such
                liability refuses to waive such cap and/or increase the available
                cap to
                an amount at least one-half of the original liability cap, then the
                other
                Party may terminate this Agreement without payment of Termination
                Charges.

            


    

     

    
      	 	
              (f)

            	
              Acknowledged
                Direct Damages.
                The following shall be considered direct damages and neither Party
                shall
                assert that they are indirect, incidental, collateral, consequential
                or
                special damages or lost profits to the extent they result from either
                Party’s failure to perform in accordance with this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              Costs
                and expenses of recreating or reloading any lost, stolen or damaged
                Hercules Data.

            


    

     

    
      	 	
              (ii)

            	
              Costs
                and expenses of implementing a work-around in respect of a failure
                to
                provide the Services or any part
                thereof.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (iii)

            	
              Costs
                and expenses of replacing lost, stolen or damaged Equipment, Software,
                and
                Materials.

            


    

     

    
      	 	
              (iv)

            	
              Cover
                damages, including the costs and expenses incurred to procure the
                Services
                or corrected Services from an alternate source, to the extent in
                excess of
                Supplier’s Charges under this
                Agreement.

            


    

     

    
      	 	
              (v)

            	
              Straight
                time, overtime or related expenses incurred by either Party, including
                overhead allocations for employees, wages and salaries of additional
                employees, travel expenses, overtime expenses, telecommunication
                charges
                and similar charges.

            


    

     

    
      	 	
              (vi)

            	
              Costs
                and expenses incurred to bring the Services in-house or to contract
                to
                obtain the Services from an alternate source, including the costs
                and
                expenses associated with the retention of external consultants and
                legal
                counsel to assist with any
                re-sourcing.

            


    

     

    
      	 	
              (vii)

            	
              Damages
                of a Hercules Affiliate or an Eligible Recipient which would be direct
                damages if they had instead been suffered by Hercules (including
                being so
                considered under this Section
                18.3(f)).

            


    

     

    
      	 	
              (viii)

            	
              Payments,
                fines, penalties, interest, sanctions, or other remedies imposed
                by a
                governmental body or regulatory agency or required by an applicable
                Law
                for failure to comply with legal requirements or
                deadlines.

            


    

     

    
      	 	
              (ix)

            	
              Damages,
                fines, penalties, interest or other monetary remedies awarded to
                non-government claimants by a court or in final settlement of a claim
                for
                failure to comply with applicable Laws.
                .

            


    

     

    


     

    
      	
              19

            	
              DISPUTE
                RESOLUTION

            


    

     

    
      	
              19.1

            	
              Informal
                Dispute Resolution.

            


    

     

    Prior
      to
      the initiation of formal dispute resolution procedures with respect to any
      dispute, other than as provided in Section
      19.1(d) and
      (e),
      the
      Parties shall first attempt to resolve such dispute informally, as
      follows:

     

    
      	 	
              (a)

            	
              Initial
                Effort.
                The Parties agree that the Hercules Relationship Manager and the
                Supplier
                Account Manager shall attempt in good faith to resolve all disputes
                (other
                than those described in Section
                19.1(d)).
                The Parties also agree that to the extent provided in Schedule
                S
                or
                the Policy and Procedures Manual, the Executive Steering Committee
                shall
                attempt in good faith to resolve disputes (other than those described
                in
                Section
                19.1(d))
                between the Parties. In the event a dispute cannot be resolved in
                accordance with the foregoing in an amount of time that either Party
                deems
                reasonable under the circumstances, such Party may refer the dispute
                for
                resolution to the senior corporate executives specified in Section
                19.1(b)
                below upon written notice to the other
                Party.

            


    

     

    
      	 	
              (b)

            	
              Escalation.
                Within five (5) business days of a notice under Section
                19.1(a)
                above referring a dispute for resolution by senior corporate executives,
                the Hercules Relationship Manager and the Supplier Account Manager
                will
                each prepare and provide to the Supplier General Counsel and the
                Hercules
                General Counsel, respectively, summaries of the non-privileged relevant
                information and background of the dispute, along with any appropriate
                non-privileged supporting documentation, for their review. The designated
                senior corporate executives will confer as often as they deem reasonably
                necessary in order to gather and furnish to the other all non-privileged
                information with respect to the matter in issue which the Parties
                believe
                to be appropriate and germane in connection with its resolution.
                The
                designated senior corporate executives shall discuss the problem
                and
                negotiate in good faith in an effort to resolve the dispute without
                the
                necessity of any formal proceeding. The specific format for the
                discussions will be left to the discretion of the designated senior
                corporate executives, but may include the preparation of agreed-upon
                statements of fact or written statements of
                position.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (c)

            	
              Provision
                of Information.
                During the course of negotiations under Section
                19.1(a)
                or
                (b)
                above, all reasonable requests made by one Party to another for
                non-privileged information, reasonably related to the dispute, will
                be
                honored in order that each of the parties may be fully advised of
                the
                other’s position. All negotiation shall be strictly confidential and used
                solely for the purposes of settlement. Any materials prepared by
                one Party
                for these proceedings shall not be used as evidence by the other
                Party in
                any subsequent arbitration or litigation; provided, however, the
                underlying facts supporting such materials may be subject to
                discovery.

            


    

     

    
      	 	
              (d)

            	
              Prerequisite
                to Formal Proceedings.
                Formal proceedings for the resolution of a dispute may not be commenced
                until the earlier of:

            


    

     

    
      	 	
              (i)

            	
              the
                designated senior corporate executives under Section
                19.1(b)
                above concluding in good faith that amicable resolution through continued
                negotiation of the matter does not appear likely;
                or

            


    

     

    
      	 	
              (ii)

            	
              thirty
                (30) days after the notice under Section
                19.1(a)
                above referring the dispute to senior corporate
                executives.

            


    

     

    
      	 	
              (e)

            	
              Equitable
                Remedies. The
                provisions and time periods specified in this Section
                19.1
                shall not be construed to prevent a Party from instituting, and a
                Party is
                authorized to institute, formal proceedings earlier to (A) avoid
                the
                expiration of any applicable limitations period, (B) preserve a superior
                position with respect to other creditors, (C) address a claim arising
                out
                of the breach of a Party’s obligations under Article
                13,
                or (D) address a claim arising out of the breach or attempted or
                threatened breach of the obligations described in the next paragraph.
                

            


    

     

    Supplier
      acknowledges that, in the event it breaches (or attempts or threatens to breach)
      (i) its obligation to provide Services or Termination Assistance Services in
      accordance with this Agreement, its obligation respecting continued performance
      in accordance with Section
      19.4,
      (ii)
      its obligations with respect to Hercules Confidential Information, Hercules
      Data
      and/or Hercules intellectual property rights in accordance with Articles
      13
      and
14,
      or
      (iii) its obligation to provide access to Hercules Data in accordance with
      Section
      13.4,
      Hercules and/or the Eligible Recipients will be irreparably harmed. In such
      a
      circumstance, Hercules may proceed directly to any court of competent
      jurisdiction, notwithstanding the exclusive jurisdiction requirement in
Section
      19.3.
      

     

    
      	
              19.2

            	
              Arbitration.

            


    

     

    
      	 	
              (a)

            	
              Arbitration.
                Except for claims arising out of the breach of a Party’s obligations under
                Article
                13
                or
                disputes subject to Sections
                19.1(e),
                any controversy or claim arising out of or relating to this Agreement,
                or
                any breach thereof, which cannot be resolved using the procedures
                set
                forth above in Section
                19.1
                shall be finally resolved by binding arbitration under the Commercial
                Arbitration Rules of the American Arbitration Association then in
                effect;
                provided, however, that without limiting any rights at law or in
                equity a
                Party may have because of an improper termination of this Agreement
                by the
                other Party, nothing contained in this Agreement shall limit either
                Party’s right to terminate this Agreement pursuant to Article
                20.

            


    

     

    
      	 	
              (b)

            	
              Location
                and Decision.
                The Arbitration shall take place in Wilmington, Delaware, and shall
                apply
                the governing law of this Agreement. The decision of the arbitrators
                shall
                be final and binding and judgment on the award may be entered in
                any court
                of competent jurisdiction, notwithstanding the exclusive jurisdiction
                requirement in Section
                19.3.
                The arbitrators shall be instructed to state the reasons for their
                decisions, including findings of fact and law. The language of the
                arbitration will be English. The arbitrators shall be bound by the
                warranties, limitations of liability and other provisions of this
                Agreement. Except with respect to the provisions of this Agreement
                which
                provide for injunctive relief rights, such arbitration shall be a
                precondition to any application by either Party to any court of competent
                jurisdiction.

            


    

     

    
      	 	
              (c)

            	
              Selection
                and Qualification of Arbitrators.
                Within ten (10) days after delivery of written notice (“Notice
                of Dispute”)
                by one Party to the other in accordance with this Section, the Parties
                each shall use good faith efforts to mutually agree upon one (1)
                arbitrator. If the Parties are not able to agree upon one (1) arbitrator
                within such period of time, the Parties each shall within ten (10)
                days:
                (i) appoint one (1) arbitrator who
                has

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    at
      no
      time ever represented or acted on behalf of either of the Parties, and is not
      otherwise affiliated with or interested in either of the Parties and (ii)
      deliver written notice of the identity of such arbitrator and a copy of his
      or
      her written acceptance of such appointment to the other Party. If either Party
      fails or refuses to appoint an arbitrator within such ten (10) day period,
      the
      single arbitrator appointed by the other Party shall decide alone the issues
      set
      out in the Notice of Dispute. Within ten (10) days after such appointment and
      notice, such arbitrators shall appoint a third neutral and independent
      arbitrator who at no time ever represented or acted on behalf of either of
      the
      Parties, and is not otherwise affiliated with or interested in either of the
      Parties. In the event that the two (2) arbitrators fail to appoint a third
      arbitrator within ten (10) days of the appointment of the second arbitrator,
      either arbitrator or either Party may apply for the appointment of a third
      arbitrator to the American Arbitration Association.

     

    
      	 	
              (d)

            	
              General.
                All arbitrators selected pursuant to this Section shall possess at
                least
                five (5) years of relevant experience in technology, finance and/or
                law
                applicable to the Services or similar services or transactions. Any
                such
                appointment shall be binding upon the Parties. The Parties shall
                use best
                efforts to set the arbitration within sixty (60) days after selection
                of
                the arbitrator or arbitrators, as applicable, but in no event shall
                the
                arbitration be set more than ninety (90) days after selection of
                the
                arbitrator or arbitrators, as applicable. Discovery as permitted
                by the
                Federal Rules of Civil Procedure then in effect will be allowed in
                connection with arbitration to the extent consistent with the purpose
                of
                the arbitration and as allowed by the arbitrator or arbitrators,
                as
                applicable. The decision or award of the arbitrator or the majority
                of the
                three arbitrators, as applicable, shall be rendered within fifteen
                (15)
                days after the conclusion of the hearing, shall be in writing, shall
                set
                forth the basis therefore, and shall be final, binding and non-appealable
                upon the Parties. Notwithstanding the exclusive jurisdiction requirement
                in Section
                19.3,
                the decision or award of the arbitrator or the majority of the three
                arbitrators, as applicable, may be enforced and executed upon in
                any court
                or other body having jurisdiction over the Party against whom the
                enforcement of such decision or award is sought. Each Party shall
                bear its
                own arbitration costs and expenses and all other costs and expenses
                of the
                arbitration shall be divided equally between the Parties; provided,
                however, the arbitrator or arbitrators, as applicable, may modify
                the
                allocation of fees, costs and expenses in the award in those cases
                where
                fairness dictates other than such allocation between the Parties.
                

            


    

     

    
      	
              19.3

            	
              Jurisdiction.

            


    

     

    Subject
      to Section
      19.2,
      each
      Party irrevocably agrees that any legal action, suit or proceeding brought
      by it
      in any way arising out of this Agreement must be brought solely and exclusively
      in Wilmington, Delaware, and each Party irrevocably submits to the sole and
      exclusive jurisdiction of the courts in Delaware in personam, generally and
      unconditionally with respect to any action, suit or proceeding brought by it
      or
      against it by the other Party. Notwithstanding the foregoing, Hercules may
      seek
      injunctive or other equitable relief or seek to enforce a judgment in any court
      of competent jurisdiction. 

     

    
      	
              19.4

            	
              Continued
                Performance.

            


    

     

    
      	 	
              (a)

            	
              General.
                Each Party agrees that it shall, unless otherwise directed by the
                other
                Party, continue performing its obligations under this Agreement while
                any
                dispute is being resolved; provided, that this provision shall not
                operate
                or be construed as extending the Term of this Agreement or prohibiting
                or
                delaying a Party’s exercise of any right it may have to terminate the Term
                as to all or any part of the Services. For purposes of clarification,
                Hercules Data may not be withheld by Supplier pending the resolution
                of
                any dispute.

            


    

     

    
      	 	
              (b)

            	
              Non-Interruption
                of Service.
                Supplier acknowledges and agrees that any interruption to the Service
                will
                cause irreparable harm to Hercules and/or the Eligible Recipients,
                in
                which case an adequate remedy at law would not be available. Supplier
                expressly acknowledges and agrees that, pending resolution of any
                dispute
                or controversy, it shall not deny, withdraw, or restrict Supplier’s
                provision of the Services to Hercules and/or the Eligible Recipients
                under
                this Agreement, except as specifically and expressly agreed in writing
                by
                Hercules and Supplier.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              19.5

            	
              Governing
                Law.

            


    

     

    This
      Agreement and performance under it shall be governed by and construed in
      accordance with the applicable laws of the State of Delaware,
      without giving effect to the principles thereof relating to conflicts of laws.
      The application of the United Nations Convention on Contracts for the
      International Sale of Goods is expressly excluded. 

     

    
      	
              20

            	
              TERMINATION
                

            


    

     

    
      	 	
              (a)

            	
              By
                Hercules.
                If Supplier: 

            


    

     

    
      	 	
              (i)

            	
              commits
                a material breach of its obligations with respect to Transition
                Services as provided in Section
                4.2(f);

            


    

     

    
      	 	
              (ii)

            	
              commits
                a material breach of this Agreement, which breach is not cured within
                thirty (30) days after notice of the breach from
                Hercules;

            


    

     

    
      	 	
              (iii)

            	
              commits
                a material breach of this Agreement which is not capable of being
                cured
                within the period specified pursuant to Section
                20.1(a)(ii);

            


    

     

    
      	 	
              (iv)

            	
              commits
                numerous breaches of its duties or obligations which collectively
                constitute a material breach of this Agreement and Suppler fails,
                within
                thirty (30) days after receiving notice of such breaches, to (A)
                cure all
                such breaches to the extent applicable, or (B) correct the underlying
                systemic cause(s), if any, of such
                breaches;

            


    

    
      	 	
              (v)

            	
              becomes
                liable for or incurs Service Level Credits under this Agreement that,
                in
                the aggregate, exceed fifty percent (50%) of the cumulative At Risk
                Amount
                during any rolling six (6) month period;
                or

            


    

     

    
      	 	
              (vi)

            	
              fails
                to perform in accordance with the Minimum Service Level for same
                Critical
                Service Level for three (3) consecutive months or during four (4)
                of any
                six (6) consecutive month period;  

            


    

     

    then
      Hercules may, by giving notice to Supplier, terminate the Term with respect
      to
      all or any part of the Services, in whole or in part, as of a date specified
      in
      the notice of termination, provided that, unless otherwise agreed, any
      termination rights under Section
      20.1(a)(v)
      or (vi) must
      be exercised
      by Hercules within six (6) months of the happening of the last event giving
      rise
      to such termination rights, if such breach has been cured by Supplier. Supplier
      shall not be entitled to any Termination Charges in connection with such a
      termination for cause. If Hercules chooses to terminate this Agreement in part,
      the Charges payable under this Agreement will be adjusted in accordance with
      the
      pricing by charge component, as set forth in Schedule
      J,
      to
      reflect such partial termination. For avoidance of doubt, the Parties
      acknowledge and agree that a material breach under this Master Agreement or
      any
      Companion Agreement shall be deemed a material breach under this Master
      Agreement and all Companion Agreements for purposes of this
      provision. 

     

    The
      express acknowledgment that a certain amount of Service Level Credits or number
      of Service Level defaults constitutes grounds for termination under Section
      20.1(a)(v)
      and
(vi)
      does not
      imply that a lesser amount or number cannot constitute a material breach of
      this
      Agreement and therefore grounds for termination under other subsections, and
      no
      Party shall contend otherwise in any dispute or controversy between the
      Parties.

     

    
      	 	
              (b)

            	
              By
                Supplier.
                Supplier may only terminate the Term if:


            


    

     

    
      	 	
              (i)

            	
              Hercules
                fails to (A) pay Supplier undisputed Charges exceeding in the aggregate
                two (2) months of Monthly Base Charges by the specified due date,
                or (B)
                deposit disputed Charges into escrow as required under Section 12.4
                and
                such undeposited amounts exceed in the aggregate two (2) months of
                Monthly
                Base Charges, and, in either event, Hercules fails to cure such default
                within thirty (30) days of notice from Supplier of its intention
                to
                terminate on this basis; or

            


    

    
      	 	
              (ii)

            	
              Hercules
                misappropriates Supplier’s Proprietary Information or intellectual
                property rights, such misappropriation causes (or is likely to cause)
                irreparable harm to Supplier’s business, and
                such

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    misappropriation
      constitutes a material breach of this Agreement, but only if Hercules fails
      within thirty (30) days of notice from Supplier of its intention to terminate
      to
      establish reasonable safeguards to prevent the same or similar breaches from
      reoccurring in the future, and Supplier could not be reasonably compensated
      for
      such breach under Section
      17.2
      or
18.3
      of the
      Agreement. 

    


    Supplier
      acknowledges and agrees that this Section
      20.1(b)
      and
Section
      20.5
      describes Supplier’s sole right to terminate this Agreement and Supplier hereby
      waives any other rights it may have to terminate this Agreement. 

     

    
      	
              20.2

            	
              Termination
                for Convenience.

            


    

     

    Hercules
      may terminate the Term with respect to all or any portion of the Services for
      convenience and without cause at any time. If Hercules elects to terminate
      all
      Services provided under this Master Agreement and all Companion Agreements
      on
      this basis, Hercules shall give Supplier at least six (6) months prior notice
      designating the termination date. 
      If
      Hercules elects to terminate less than all Services and/or less than all
      Companion Agreements, Hercules shall give Supplier at least ninety (90) days
      prior notice designating the termination date. 
      In
      either event, Hercules shall pay to Supplier a Termination Charge calculated
      in
      accordance with Schedule
      N.
      In the
      event that a purported termination for cause by Hercules under Section
      20.1
      is
      determined by a competent authority not to be properly a termination for cause,
      then such termination by Hercules shall be deemed to be a termination for
      convenience under this Section
      20.2.

     

    
      	
              20.3

            	
              Termination
                Upon Supplier Change of
                Control.

            


    

     

    In
      the
      event of a change in Control of Supplier (or that portion of Supplier providing
      all or any material of the Services under this Agreement) or the Entity that
      Controls Supplier (if any), where such control is acquired, directly or
      indirectly, in a single transaction or series of related transactions, or all
      or
      substantially all of the assets of Supplier (or that portion of Supplier
      providing all or any material of the Services under this Agreement) are acquired
      by any entity, or Supplier (or that portion of Supplier providing all or any
      material of the Services under this Agreement) is merged with or into another
      entity to form a new entity, then at any time within twelve (12) months after
      the last to occur of such events, Hercules may at its option terminate the
      Term
      by giving Supplier at least ninety (90) days prior notice and designating a
      date
      upon which such termination shall be effective; provided, however, if such
      change in Control of Supplier involves a Direct Hercules Competitor, Hercules
      may terminate the Term by giving Supplier at least ten (10) days prior notice,
      and such Direct Hercules Competitor shall be prohibited from any contact with
      Hercules Data, Hercules Confidential Information and any and all other
      information about the Hercules account, including discussions with Supplier
      Personnel regarding specifics relating to the Services. Supplier shall not
      be
      entitled to any Termination Charges in connection with a termination on this
      basis.

     

    
      	
              20.4

            	
              Termination
                Upon Hercules Acquisition or
                Merger.

            


    

     

    In
      the
      event that, in a single transaction or series of transactions, Hercules acquires
      or is acquired by any other Entity (by stock sale, asset sale or otherwise)
      or
      merges with any other Entity, then, at any time within twelve (12) months after
      the last to occur of such events, Hercules may at its option terminate the
      Term
      by giving Supplier at least ninety (90) days prior notice and designating a
      date
      upon which such termination shall be effective. If Hercules elects to terminate
      on this basis, Hercules shall pay a Termination Charge equal to seventy-five
      percent (75%) of the Termination Charge it would have been obligated to pay
      under Schedule
      N
      if it
      had terminated for convenience under Section
      20.2.
      

     

    
      	
              20.5

            	
              Termination
                for Insolvency.

            


    

     

    In
      the
      event that any Party (i) files for bankruptcy, (ii) becomes or is declared
      insolvent, or is the subject of any bona fide proceedings related to its
      liquidation, administration, provisional liquidation, insolvency or the
      appointment of a receiver or similar officer for it, (iii) passes a resolution
      for its voluntary liquidation, (iv) has a receiver or manager appointed over
      all
      or substantially all of its assets, (v) makes an assignment for the benefit
      of
      all or substantially all of its creditors, (vi) enters into an agreement or
      arrangement for the composition, extension, or readjustment of substantially
      all
      of its obligations or any class of such obligations, (vii) fails
      or
      become incapable of
      paying
      its debts
      as
      they become due or is otherwise in default under material contracts and fails
      to
      promptly cure such defaults,
      or
      (vii)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    experiences
      an event analogous to any of the foregoing in any jurisdiction in which any
      of
      its assets are situated, then the other Party may terminate this Agreement
      as of
      a date specified in a termination notice; provided, however, that Supplier
      will
      not have the right to exercise such termination under this Section so long
      as
      Hercules pays for the Services to be received hereunder in advance on a
      month-to-month basis. If any Party elects to terminate this Agreement due to
      the
      insolvency of the other Party, such termination will be deemed to be a
      termination for cause hereunder.

     

    
      	
              20.6

            	
              Hercules
                Rights Upon Supplier’s
                Bankruptcy.

            


    

     

    
      	 	
              (a)

            	
              General
                Rights.
                In the event of Supplier’s bankruptcy or other formal procedure referenced
                in Section
                20.5
                or
                of the filing of any petition under bankruptcy laws affecting the
                rights
                of Supplier which is not stayed or dismissed within thirty (30) days
                of
                filing, in addition to the other rights and remedies set forth herein,
                to
                the maximum extent permitted by Law, Hercules will have the immediate
                right to retain and take possession for safekeeping all Hercules
                Data,
                Hercules Confidential Information, Hercules licensed Third Party
                Software,
                Hercules owned Equipment, Hercules owned Materials, Hercules owned
                Developed Materials, and all other Software, Equipment, Systems or
                Materials to which Hercules and/or the Eligible Recipients are or
                would be
                entitled during the Term or upon the expiration or termination of
                this
                Agreement. Supplier shall cooperate fully with Hercules and the Eligible
                Recipients and assist Hercules and the Eligible Recipients in identifying
                and taking possession of the items listed in the preceding sentence.
                Hercules will have the right to hold such Hercules Data, Confidential
                Information, Software, Equipment, Systems and Materials until such
                time as
                the trustee or receiver in bankruptcy or other appropriate insolvency
                office holder can provide adequate assurances and evidence to Hercules
                that they will be protected from sale, release, inspection, publication,
                or inclusion in any publicly accessible record, document, material
                or
                filing. Supplier and Hercules agree that without this material provision,
                Hercules would not have entered into this Agreement or provided any
                right
                to the possession or use of Hercules Data, Hercules Confidential
                Information, or Hercules Software covered by this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Hercules
                Rights in Event of Bankruptcy Rejection.
                Notwithstanding any other provision of this Agreement to the contrary,
                in
                the event that Supplier becomes a debtor under the United States
                Bankruptcy Code (11 U.S.C. §101 et. seq. or any similar Law in any other
                country (the “Bankruptcy
                Code”))
                and rejects this Agreement pursuant to Section 365 of the Bankruptcy
                Code
                (a “Bankruptcy
                Rejection”),
                (i) any and all of the licensee and sublicensee rights of Hercules
                and the
                Eligible Recipients arising under or otherwise set forth in this
                Agreement, including without limitation the rights of Hercules and/or
                the
                Eligible Recipients referred to in Section
                14.6,
                shall be deemed fully retained by and vested in Hercules and/or the
                Eligible Recipients as protected intellectual property rights under
                Section 365(n)(1)(B) of the Bankruptcy Code and further shall be
                deemed to
                exist immediately before the commencement of the bankruptcy case
                in which
                Supplier is the debtor; (ii) Hercules shall have all of the rights
                afforded to non-debtor licensees and sublicensees under Section 365(n)
                of
                the Bankruptcy Code; and (iii) to the extent any rights of Hercules
                and/or
                the Eligible Recipients under this Agreement which arise after the
                termination or expiration of this Agreement are determined by a bankruptcy
                court not to be “intellectual property rights” for purposes of Section
                365(n), all of such rights shall remain vested in and fully retained
                by
                Hercules and/or the Eligible Recipients after any Bankruptcy Rejection
                as
                though this Agreement were terminated or expired. Hercules shall
                under no
                circumstances be required to terminate this Agreement after a Bankruptcy
                Rejection in order to enjoy or acquire any of its rights under this
                Agreement, including without limitation any of the rights of Hercules
                referenced in Section
                14.6.

            


    

     

    
      	
              20.7

            	
              Termination
                for Supplier Degraded Financial
                Condition.

            


    

     

    If
      (i)
      Supplier has a substantial reduction in its long term credit rating as
      determined by Moody’s Investors Service or Standard & Poors, or (ii)
      Supplier receives a “going concern” explanation or qualification from its
      external auditor, then Hercules may, in its sole discretion, terminate this
      Agreement by giving Supplier at least ninety (90) days prior notice. If Hercules
      elects to terminate on this basis, Hercules shall pay a Termination Charge
      equal
      to fifty percent (50%) of the Termination Charge it would have been obligated
      to
      pay under Schedule
      N
      if it
      had terminated for convenience under Section
      20.2.
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              21

            	
              GENERAL

            


    

     

    
      	
              21.1

            	
              Binding
                Nature, Assignment.

            


    

     

    
      	 	
              (a)

            	
              Binding
                Nature.
                This Agreement will be binding on the Parties and their respective
                successors and permitted assigns.

            


    

     

    
      	 	
              (b)

            	
              Assignment.
                Neither Party may, or will have the power to, assign this Agreement
                without the prior written consent of the other, except in the following
                circumstances:

            


    

     

    
      	 	
              (i)

            	
              Hercules
                may assign its rights or obligations under this Agreement, without
                approval of Supplier, to an Affiliate which expressly assumes Hercules'
                obligations and responsibilities hereunder, provided Hercules remains
                fully liable for and is not relieved from the full performance of
                its
                obligations under this Agreement;
                and

            


    

     

    
      	 	
              (ii)

            	
              Hercules
                may assign its rights and obligations under this Agreement without
                the
                approval of Supplier to an Entity acquiring, directly or indirectly,
                Control of Hercules, an Entity into which Hercules is merged, or
                an Entity
                acquiring all or substantially all of Hercules' assets, provided
                the
                acquirer or surviving Entity agrees in writing to be bound by the
                terms
                and conditions of this Agreement.

            


    

     

    
      	 	
              (c)

            	
              Impermissible
                Assignment.
                Any attempted assignment that does not comply with the terms of this
                Section shall be null and void.

            


    

     

    
      	
              21.2

            	
              Entire
                Agreement; Amendment.

            


    

     

    This
      Agreement, including any Schedules and Exhibits referred to herein and attached
      hereto, each of which is incorporated herein for all purposes, constitutes
      the
      entire agreement between the Parties with respect to the subject matter hereof.
      There are no agreements, representations, warranties, promises, covenants,
      commitments or undertakings other than those expressly set forth herein. This
      Agreement supersedes all prior agreements, representations, warranties,
      promises, covenants, commitments or undertaking, whether written or oral, with
      respect to the subject matter contained in this Agreement. No amendment,
      modification, change, waiver, or discharge hereof shall be valid unless in
      writing and signed by an authorized representative of the Party against which
      such amendment, modification, change, waiver, or discharge is sought to be
      enforced.

     

    
      	
              21.3

            	
              Notices.

            


    

     

    
      	 	
              (a)

            	
              Primary
                Notices.
                Any notice, notification, request, demand or determination provided
                by a
                Party pursuant to the following: 

            


    

     

    Section
      4.3
      (Termination Assistance Services);

    Section
      4.6(a) (Use
      of
      Third Parties - Right of Use);

    Section
      6.7
      (Notice
      of Defaults);

    Section
      7.7
      (Notice
      of Adverse Impact);

    Section
      11.5
      (Extraordinary Events);

    Section
      13.1(d)
      (Loss of
      Confidential Information);

    Section
      16.1(d)(Cancellation,
      Expiration or Alteration of Insurance);

    Sections
      17.5
      (Indemnification Procedures);

    Section
      17.6
      (Indemnification Procedures - Government Claims);

    Section
      18.2
      (Force
      Majeure);

    Section
      18.3(e)
      (Waiver
      of Liability Cap);

    Section
      19.1
      (Informal Dispute Resolution);

    Article
      20
      (Termination); and

    Section
      21.1
      (Binding
      Nature, Assignment);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    shall
      be
      in writing and shall be delivered in hard copy using one of the following
      methods and shall be deemed delivered upon receipt: (i) by hand, (ii) by an
      express courier with a reliable system for tracking delivery, or (iii) by
      registered or certified mail, return receipt requested, postage prepaid. Unless
      otherwise notified, the foregoing notices shall be delivered as
      follows:

    In
      the
      case of Hercules:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      Chief Information Officer

    


    With
      a
      copy to:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      General Counsel 

    


    and

    


    In
      the
      case of Supplier:

     

    HCL
      America, Inc.

    106
      Allen
      Road

    Basking
      Ridge, NJ 07920

    Attention:
      R Srikrishna/ Sr. Vice President

    


    With
      a
      copy to:

     

    HCL
      America, Inc

    330
      Potrero Avenue, 

    Sunnyvale,
      California -94085

    Attention:
      General Counsel 

    


    
      	 	
              (b)

            	
              Other
                Notices.
                All notices, notifications, requests, demands or determinations required
                or provided pursuant to this Agreement, other than those specified
                in
                Section
                21.3(a),
                may be sent in hard copy in the manner specified in Section
                21.3(a),
                or by e-mail transmission (where receipt is acknowledged by the recipient)
                or facsimile transmission (with acknowledgment of receipt from the
                recipient’s facsimile machine) to the addresses set forth
                below:

            


    

     

    In
      the
      case of Hercules:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      Anne Schumann/Chief Information Officer

    E-mail
      Address: aschumann@herc.com 

    Facsimile
      Number: 302-594-7200 

    


    and

    


    In
      the
      case of Supplier:

    HCL
      America, Inc.

    106
      Allen
      Road


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Basking
      Ridge, NJ 07920

    Attention:
      R Srikrishna/ Sr. Vice President

    E-mail
      Address: rsrikrishna@hcl.in 

    Facsimile
      Number: 908 604 0366 

    


    
      	 	
              (c)

            	
              Service
                of Process.
                Notwithstanding the above, for the purpose of service of legal process
                and
                receipt of notice or pleadings in judicial proceedings before the
                federal
                or state courts of Delaware, as selected by the Parties under Section
                19.2
                of
                the Agreement, both Parties to this Agreement and all parties to
                all
                Companion Agreements irrevocably appoint the company below as their
                agent
                for service of process and receipt of such notice or notification,
                and
                further elect domicile at the address of said company in Delaware,
                as
                follows: 

            


    

     

    In
      the
      case of Hercules:

    


    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      General Counsel 

    


    With
      a
      copy to:

    


    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      Chief Information Officer,

    


    and

    


    In
      the
      case of Supplier:

    


    HCL
      America, Inc

    330
      Potrero Avenue, 

    Sunnyvale,
      California -94085

    Attention:
      General Counsel

    


    With
      a
      copy to:

    


    HCL
      America, Inc.

    106
      Allen
      Road

    Basking
      Ridge, NJ 07920

    Attention:
      R Srikrishna/ Sr. Vice President

    


    
      	 	
              (d)

            	
              Notice
                of Change.
                A
                Party may from time to time change its address or designee for
                notification purposes by giving the other prior notice of the new
                address
                or designee and the date upon which it shall become
                effective.

            


    

     

    
      	
              21.4

            	
              Counterparts.

            


    

     

    This
      Agreement may be executed in several counterparts, all of which taken together
      shall constitute one single agreement between the Parties hereto.

     

    
      	
              21.5

            	
              Headings.

            


    

     

    The
      article and section headings and the table of contents used herein are for
      reference and convenience only and shall not be considered in the interpretation
      of this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              21.6

            	
              Relationship
                of Parties.

            


    

     

    Supplier,
      in furnishing services to Hercules and the Eligible Recipients hereunder, is
      acting as an independent contractor, and Supplier has the sole obligation to
      supervise, manage, contract, direct, procure, perform or cause to be performed,
      all work to be performed by Supplier under this Agreement. The relationship
      of
      the Parties under this Agreement shall not constitute a partnership or joint
      venture for any purpose. Except as expressly provided in this Agreement,
      Supplier is not an agent of Hercules or the Eligible Recipients and has no
      right, power or authority, expressly or impliedly, to represent or bind Hercules
      or the Eligible Recipients as to any matters, except as expressly authorized
      in
      this Agreement.

     

    
      	
              21.7

            	
              Severability.

            


    

     

    In
      the
      event that any provision of this Agreement conflicts with the law under which
      this Agreement is to be construed or if any such provision is held invalid
      or
      unenforceable by a court with jurisdiction over the Parties, such provision
      shall be deemed to be restated to reflect as nearly as possible the original
      intentions of the Parties in accordance with applicable law. The remaining
      provisions of this Agreement and the application of the challenged provision
      to
      persons or circumstances other than those as to which it is invalid or
      unenforceable shall not be affected thereby, and each such provision shall
      be
      valid and enforceable to the full extent permitted by law.

     

    
      	
              21.8

            	
              Consents
                and Approval.

            


    

     

    Except
      where expressly provided as being in the sole discretion of a Party, where
      agreement, approval, acceptance, consent, confirmation, notice or similar action
      by either Party is required under this Agreement, such action shall not be
      unreasonably delayed or withheld. An approval or consent given by a Party under
      this Agreement shall not relieve the other Party from responsibility for
      complying with the requirements of this Agreement, nor shall it be construed
      as
      a waiver of any rights under this Agreement, except as and to the extent
      otherwise expressly provided in such approval or consent.

     

    
      	
              21.9

            	
              Waiver
                of Default; Cumulative Remedies.

            


    

     

    
      	 	
              (a)

            	
              Waiver
                of Default.
                A
                delay or omission by either Party hereto to exercise any right or
                power
                under this Agreement shall not be construed to be a waiver thereof.
                A
                waiver by either of the Parties hereto of any of the covenants to
                be
                performed by the other or any breach thereof shall not be construed
                to be
                a waiver of any succeeding breach thereof or of any other covenant
                herein
                contained. All waivers must be in writing and signed by the Party
                waiving
                its rights.

            


    

     

    
      	 	
              (b)

            	
              Cumulative
                Remedies.
                All remedies provided for in this Agreement shall be cumulative and
                in
                addition to and not in lieu of any other remedies available to either
                Party at law, in equity or otherwise. The election by a Party of
                any
                remedy provided for in this Agreement or otherwise available to such
                Party
                shall not preclude such Party from pursuing any other remedies available
                to such Party at law, in equity, by contract or
                otherwise.

            


    

     

    
      	
              21.10

            	
              Survival.

            


    

     

    Any
      provision of this Agreement which contemplates performance or observance
      subsequent to any termination or expiration of this Agreement shall survive
      any
      termination or expiration of this Agreement and continue in full force and
      effect. Additionally, all provisions of this Agreement will survive the
      expiration or termination of this Agreement to the fullest extent necessary
      to
      give the Parties the full benefit of the bargain expressed herein.

     

    
      	
              21.11

            	
              Publicity.

            


    

     

    Subject
      to Section
      13.1(b)(iv),
      neither
      Party shall use the other Party’s name or mark or refer to the other Party
      directly or indirectly in any media release, public announcement, or public
      disclosure relating to this Agreement, including in any promotional or marketing
      materials, customer lists or business presentations without the prior written
      consent of the other Party prior to each such use or release. Supplier shall
      not
      make any public statements about this Agreement, the Services or its
      relationship with Hercules and/or the Eligible Recipients without Hercules'
      prior

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    approval
      unless required by applicable securities laws, provided that in no event
      Supplier shall disclose any Confidential Information of Hercules without
      complying with Section
      13.1(b)(iv).
      

     

    
      	
              21.12

            	
              Service
                Marks.

            


    

     

    Supplier
      agrees that it shall not, without Hercules' prior consent, use any of the names,
      service marks or trademarks of Hercules or the Eligible Recipients in any of
      its
      advertising or marketing materials.

     

    
      	
              21.13

            	
              Third
                Party Beneficiaries.

            


    

     

    Except
      as
      expressly provided herein, this Agreement is entered into solely between, and
      may be enforced only by, Hercules and Supplier. This Agreement shall not be
      deemed to create any rights or causes of action in or on behalf of any third
      parties, including without limitation employees, suppliers and customers of
      a
      Party, or to create any obligations of a Party to any such third
      parties.

     

    
      	
              21.14

            	
              Covenant
                Against Pledging.

            


    

     

    To
      the
      extent Supplier assigns, transfers, pledges, hypothecates or otherwise encumbers
      its rights to receive payments from Hercules under this Agreement, Supplier
      shall continue to be Hercules' sole point of contact with respect to this
      Agreement, including with respect to payment. The person or Entity to which
      such
      rights are assigned, transferred, pledged, hypothecated or otherwise encumbered
      shall not be considered a third party beneficiary under this Agreement and
      shall
      not have any rights or causes of action against Hercules. 

     

    21.15 Order
      of Precedence.

     

    In
      the
      event of a conflict, this Agreement shall take precedence over the Schedules
      attached hereto, and the Schedules shall take precedence over any attached
      Exhibits. 

     

    21.16 Hiring
      of Employees.

     

    
      	 	
              (a)

            	
              Solicitation
                and Hiring.
                Except as expressly set forth herein, during the Term and for a period
                of
                twelve (12) months thereafter, Supplier will not solicit for employment
                directly or indirectly, nor employ, any employees of Hercules or
                an
                Eligible Recipient or individual Hercules Third Party Contractors
                without
                the prior approval of Hercules. Except as expressly set forth herein
                in
                connection with the expiration or termination of this Agreement,
                during
                the Term and for a period of twelve (12) months thereafter, Hercules
                will
                not solicit for employment directly or indirectly, nor employ, any
                employee of Supplier involved in the performance of Supplier’s obligations
                under this Agreement without the prior consent of Supplier. In each
                case,
                the prohibition on solicitation and hiring shall extend one hundred
                eighty
                (180) days after the termination of the employee’s employment or, in the
                case of Supplier employees, the cessation of his or her involvement
                in the
                performance of Services under this Agreement. This provision shall
                not
                operate or be construed to prevent or limit any employee’s right to
                practice his or her profession or to utilize his or her skills for
                another
                employer or to restrict any employee’s freedom of movement or
                association.

            


    

     

    
      	 	
              (b)

            	
              Publications.
                Neither the publication of classified advertisements in newspapers,
                periodicals, Internet bulletin boards, or other publications of general
                availability or circulation nor the consideration and hiring of persons
                responding to such advertisements shall be deemed a breach of this
                Section
                21.16,
                unless the advertisement and solicitation is undertaken as a means
                to
                circumvent or conceal a violation of this provision and/or the hiring
                party acts with knowledge of this hiring
                prohibition.

            


    

     

    21.17 Further
      Assurances.

     

    Each
      Party covenants and agrees that, subsequent to the execution and delivery of
      this Agreement and without any additional consideration, each Party shall
      execute and deliver any further legal instruments and perform any acts that
      are
      or may become necessary to effectuate the purposes of this
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    21.18 Liens.

     

    Supplier
      shall not file, or by its action or inaction permit, any mechanics or
      materialman’s liens to be filed on or against property or realty of Hercules or
      any Eligible Recipient. In the event that any such liens arise as a result
      of
      Supplier’s action or inaction, Supplier shall obtain a bond to fully satisfy
      such liens or otherwise remove such liens at its sole cost and expense within
      thirty (30) days.

     

    21.19 Covenant
      of Good Faith.

     

    Each
      Party agrees that, in its respective dealings with the other Party under or
      in
      connection with this Agreement, it shall act in good faith.

     

    21.20 Acknowledgment.

     

    The
      Parties each acknowledge that the terms and conditions of this Agreement have
      been the subject of active and complete negotiations, and that such terms and
      conditions should not be construed in favor of or against any Party by reason
      of
      the extent to which any Party or its professional advisors participated in
      the
      preparation of this Agreement.

     

    21.21 References.

     

    Unless
      otherwise directed by Hercules, Supplier shall use Hercules as a reference
      for
      prospective Supplier customers interested in purchasing services that include
      the same or substantially similar services to the Services at least twice per
      calendar quarter. In conjunction with the foregoing, Hercules Relationship
      Manager (or equivalent level of Hercules management), shall serve as the contact
      point for such prospective Supplier customers and shall respond to such
      inquiries in a timely manner. Notwithstanding Section
      13.3,
      Supplier acknowledges and agrees that Hercules Relationship Manager (or
      equivalent level of Hercules management) may freely discuss all aspects of
      Supplier's performance and Hercules' satisfaction with such performance with
      prospective Supplier customers. Supplier shall provide such prospective Supplier
      customers with appropriate Hercules contact information. The identity of such
      prospective Supplier customers and all information related thereto shall be
      considered Supplier Confidential Information. 

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
      respective duly authorized representatives as of the Effective
      Date.

     

     

      
        	
                Hercules
                  Incorporated

                 

              	
                HCL
                  Technologies Limited

                 

              
	
                 

                By:
                  __/s/
                  Craig Rogerson__________________________

              	
                 

                By:
                  ___/s/
                  Sanjeev Nikore_________________________

              
	
                 

                Title:
                  _President
                  & CEO__________________________

              	
                 

                Title:
                  _Corporate
                  Vice President____________________

              
	
                 

                Date:
                  _January
                  16, 2007__________________________

              	
                 

                Date:
                  _January
                  29, 2007___________________________

              
	 	 
	 	
                HCL
                  America, Inc.

                 

              
	 	
                 

                By:__R.
                  Srikrishna_______________________________

              
	 	
                 

                Title:
                  _Supvr.
                  Sales, HCL Amer_____________________

              
	 	
                 

                Date:__January
                  29, 2007___________________________

              


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
        

      

    



    

      
        	
                1

              	
                INTRODUCTION

              	
                1

              
	 	
                1.1

              	
                Performance
                  and Management by Supplier

              	
                1

              
	 	
                1.2

              	
                Definitions

              	
                1

              
	 	
                1.3

              	
                Other
                  Terms

              	
                1

              
	
                2

              	
                CONTRACT
                  DOCUMENTS

              	
                2

              
	 	
                2.1

              	
                Associated
                  Contract Documents

              	
                2

              
	
                3

              	
                TERM

              	
                3

              
	 	
                3.1

              	
                Initial
                  Term

              	
                3

              
	 	
                3.2

              	
                Extension

              	
                3

              
	
                4

              	
                SERVICES

              	
                3

              
	 	
                4.1

              	
                Overview

              	
                3

              
	 	
                4.2

              	
                Transition
                  Services

              	
                4

              
	 	
                4.3

              	
                Termination
                  Assistance Services

              	
                6

              
	 	
                4.4

              	
                New
                  Services

              	
                11

              
	 	
                4.5

              	
                Billable
                  Projects

              	
                12

              
	 	
                4.6

              	
                Right
                  to In-Source or Use Third Parties; Cooperation

              	
                12

              
	 	
                4.7

              	
                Companion
                  Agreements

              	
                14

              
	
                5

              	
                REQUIRED
                  CONSENTS

              	
                14

              
	 	
                5.1

              	
                Supplier
                  Responsibility

              	
                14

              
	 	
                5.2

              	
                Financial
                  Responsibility

              	
                15

              
	 	
                5.3

              	
                Contingent
                  Arrangements

              	
                15

              
	
                6

              	
                FACILITIES,
                  SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION
                  OF
                  SERVICES

              	
                15

              
	 	
                6.1

              	
                Service
                  Facilities.

              	
                15

              
	 	
                6.2

              	
                Hercules
                  Facilities.

              	
                16

              
	 	
                6.3

              	
                Supplier
                  Facilities

              	
                18

              
	 	
                6.4

              	
                Software,
                  Equipment and Third Party Contracts.

              	
                18

              
	 	
                6.5

              	
                Reserved

              	
                20

              
	 	
                6.6

              	
                Managed
                  Third Parties

              	
                20

              
	 	
                6.7

              	
                Notice
                  of Defaults

              	
                21

              
	
                7

              	
                SERVICE
                  LEVELS

              	
                21

              
	 	
                7.1

              	
                General

              	
                21

              
	 	
                7.2

              	
                Service
                  Level Credits; Deliverable Credits

              	
                22

              
	 	
                7.3

              	
                Problem
                  Analysis

              	
                22

              
	 	
                7.4

              	
                Continuous
                  Improvement Reviews.

              	
                23

              
	 	
                7.5

              	
                Measurement
                  and Monitoring

              	
                23

              
	 	
                7.6

              	
                Satisfaction
                  Surveys.

              	
                23

              
	 	
                7.7

              	
                Notice
                  of Adverse Impact

              	
                24

              
	
                8

              	
                PROJECT
                  PERSONNEL

              	
                24

              
	 	
                8.1

              	
                Key
                  Supplier Personnel

              	
                24

              
	 	
                8.2

              	
                Supplier
                  Account Manager and Supplier Delivery Manager

              	
                25

              
	 	
                8.3

              	
                Supplier
                  Personnel Are Not Hercules Employees

              	
                26

              
	 	
                8.4

              	
                Replacement,
                  Qualifications, and Retention of Supplier Personnel

              	
                26

              
	 	
                8.5

              	
                Staffing
                  Plan: Restrictions on Changes in Supplier
                  Staffing/Facilities

              	
                27

              
	 	
                8.6

              	
                Conduct
                  of Supplier Personnel

              	
                27

              
	 	
                8.7

              	
                Substance
                  Abuse

              	
                28

              
	 	
                8.8

              	
                Affected
                  Employees

              	
                28

              
	 	
                8.9

              	
                EC
                  Acquired Rights Directive.

              	
                28

              
	
                9

              	
                SUPPLIER
                  RESPONSIBILITIES

              	
                28

              
	 	
                9.1

              	
                Policy
                  and Procedures Manual

              	
                28

              
	 	
                9.2

              	
                Reports

              	
                30

              
	 	
                9.3

              	
                Governance
                  Model; Meetings

              	
                30

              
	 	
                9.4

              	
                Quality
                  Assurance and Internal Controls

              	
                31

              
	 	
                9.5

              	
                Processes,
                  Procedures, Architecture, Standards and Planning

              	
                32

              
	 	
                9.6

              	
                Change
                  Control

              	
                33

              
	 	
                9.7

              	
                Software
                  Currency.

              	
                34

              
	 	
                9.8

              	
                Maintenance

              	
                35

              
	 	
                9.9

              	
                Efficiency
                  and Cost Effectiveness.

              	
                36

              
	 	
                9.10

              	
                Malicious
                  Code

              	
                36

              
	 	
                9.11

              	
                Access
                  to Specialized Supplier Skills and Resources

              	
                36

              
	 	
                9.12

              	
                Audit
                  Rights.

              	
                37

              
	 	
                9.13

              	
                Subcontractors.

              	
                40

              
	 	
                9.14

              	
                Technology
                  and Business Process Evolution

              	
                41

              
	 	
                9.15

              	
                Network
                  Configuration Data

              	
                42

              
	
                10

              	
                HERCULES
                  RESPONSIBILITIES

              	
                43

              
	 	
                10.1

              	
                Responsibilities

              	
                43

              
	 	
                10.2

              	
                Savings
                  Clause

              	
                43

              
	
                11

              	
                CHARGES

              	
                43

              
	 	
                11.1

              	
                General.

              	
                43

              
	 	
                11.2

              	
                Pass-Through
                  Expenses

              	
                45

              
	 	
                11.3

              	
                Reserved.

              	
                45

              
	 	
                11.4

              	
                Taxes

              	
                45

              
	 	
                11.5

              	
                Extraordinary
                  Events

              	
                48

              
	 	
                11.6

              	
                Reserved

              	
                49

              
	 	
                11.7

              	
                Refundable
                  Items

              	
                49

              
	 	
                11.8

              	
                Hercules
                  Benchmarking Reviews

              	
                49

              
	 	
                11.9

              	
                Most
                  Favored Customer

              	
                50

              
	
                12

              	
                INVOICING
                  AND PAYMENT

              	
                50

              
	 	
                12.1

              	
                Invoicing

              	
                50

              
	 	
                12.2

              	
                Payment
                  Due.

              	
                51

              
	 	
                12.3

              	
                Set
                  Off

              	
                51

              
	 	
                12.4

              	
                Disputed
                  Charges

              	
                51

              
	
                13

              	
                HERCULES
                  DATA AND OTHER CONFIDENTIAL INFORMATION

              	
                52

              
	 	
                13.1

              	
                Confidential
                  Information

              	
                52

              
	 	
                13.2

              	
                Hercules
                  Data

              	
                54

              
	 	
                13.3

              	
                Personal
                  Data

              	
                56

              
	 	
                13.4

              	
                File
                  Access.

              	
                58

              
	 	
                13.5

              	
                Hercules
                  Data -- Correction and Restoration

              	
                58

              
	 	
                13.6

              	
                Survival

              	
                58

              
	
                14

              	
                OWNERSHIP
                  OF MATERIALS

              	
                59

              
	 	
                14.1

              	
                Hercules
                  Owned Materials

              	
                59

              
	 	
                14.2

              	
                Developed
                  Materials

              	
                60

              
	 	
                14.3

              	
                Supplier
                  Owned Materials

              	
                61

              
	 	
                14.4

              	
                Other
                  Materials

              	
                62

              
	 	
                14.5

              	
                General
                  Rights

              	
                62

              
	 	
                14.6

              	
                Hercules
                  Rights Upon Expiration or Termination of Agreement

              	
                63

              
	
                15

              	
                REPRESENTATIONS,
                  WARRANTIES AND COVENANTS

              	
                65

              
	 	
                15.1

              	
                Work
                  Standards

              	
                65

              
	 	
                15.2

              	
                Software

              	
                65

              
	 	
                15.3

              	
                Non-Infringement

              	
                65

              
	 	
                15.4

              	
                Authorization

              	
                66

              
	 	
                15.5

              	
                Inducements;
                  Hercules Business Practices Policy

              	
                66

              
	 	
                15.6

              	
                Disabling
                  Code

              	
                67

              
	 	
                15.7

              	
                Compliance
                  with Laws.

              	
                67

              
	 	
                15.8

              	
                Interoperability

              	
                69

              
	 	
                15.9

              	
                Disclaimer

              	
                69

              
	
                16

              	
                INSURANCE
                  AND RISK OF LOSS

              	
                69

              
	 	
                16.1

              	
                Insurance.

              	
                69

              
	 	
                16.2

              	
                Risk
                  of Loss.

              	
                71

              
	
                17

              	
                INDEMNITIES

              	
                71

              
	 	
                17.1

              	
                Indemnity
                  by Supplier

              	
                71

              
	 	
                17.2

              	
                Indemnity
                  by Hercules

              	
                72

              
	 	
                17.3

              	
                Additional
                  Indemnities

              	
                73

              
	 	
                17.4

              	
                Infringement

              	
                73

              
	 	
                17.5

              	
                Indemnification
                  Procedures

              	
                74

              
	 	
                17.6

              	
                Indemnification
                  Procedures - Governmental Claims

              	
                75

              
	 	
                17.7

              	
                Subrogation

              	
                75

              
	
                18

              	
                LIABILITY

              	
                75

              
	 	
                18.1

              	
                General
                  Intent

              	
                75

              
	 	
                18.2

              	
                Force
                  Majeure

              	
                75

              
	 	
                18.3

              	
                Limitation
                  of Liability

              	
                76

              
	
                19

              	
                DISPUTE
                  RESOLUTION

              	
                78

              
	 	
                19.1

              	
                Informal
                  Dispute Resolution

              	
                78

              
	 	
                19.2

              	
                Arbitration

              	
                79

              
	 	
                19.3

              	
                Jurisdiction

              	
                80

              
	 	
                19.4

              	
                Continued
                  Performance

              	
                80

              
	 	
                19.5

              	
                Governing
                  Law

              	
                81

              
	
                20

              	
                TERMINATION

              	
                81

              
	 	
                20.2

              	
                Termination
                  for Convenience

              	
                82

              
	 	
                20.3

              	
                Termination
                  Upon Supplier Change of Control

              	
                82

              
	 	
                20.4

              	
                Termination
                  Upon Hercules Acquisition or Merger

              	
                82

              
	 	
                20.5

              	
                Termination
                  for Insolvency

              	
                83

              
	 	
                20.6

              	
                Hercules
                  Rights Upon Supplier’s Bankruptcy

              	
                83

              
	 	
                20.7

              	
                Termination
                  for Supplier Degraded Financial Condition

              	
                84

              
	
                21

              	
                GENERAL

              	
                84

              
	 	
                21.1

              	
                Binding
                  Nature, Assignment

              	
                84

              
	 	
                21.2

              	
                Entire
                  Agreement; Amendment

              	
                84

              
	 	
                21.3

              	
                Notices

              	
                84

              
	 	
                21.4

              	
                Counterparts

              	
                87

              
	 	
                21.5

              	
                Headings

              	
                87

              
	 	
                21.6

              	
                Relationship
                  of Parties

              	
                87

              
	 	
                21.7

              	
                Severability

              	
                87

              
	 	
                21.8

              	
                Consents
                  and Approval

              	
                87

              
	 	
                21.9

              	
                Waiver
                  of Default; Cumulative Remedies

              	
                87

              
	 	
                21.10

              	
                Survival

              	
                88

              
	 	
                21.11

              	
                Publicity

              	
                88

              
	 	
                21.12

              	
                Service
                  Marks

              	
                88

              
	 	
                21.13

              	
                Third
                  Party Beneficiaries

              	
                88

              
	 	
                21.14

              	
                Covenant
                  Against Pledging

              	
                88

              
	 	
                21.15

              	
                Order
                  of Precedence

              	
                88

              
	 	
                21.16

              	
                Hiring
                  of Employees

              	
                88

              
	 	
                21.17

              	
                Further
                  Assurances

              	
                89

              
	 	
                21.18

              	
                Liens

              	
                89

              
	 	
                21.19

              	
                Covenant
                  of Good Faith

              	
                89

              
	 	
                21.20

              	
                Acknowledgment

              	
                89

              
	 	
                21.21

              	
                References

              	
                89

              


      

      


    

    


    


    End
      of TOC - Do not delete this paragraph!

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


     Hercules

     

     

     

     Schedule
      A

     

     

     

     Glossary

     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Schedule
      A

     

    Glossary

     

    This
      is
Schedule
      A
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      

     

    The
      following terms, when used in the Agreement or any Schedule or Attachment to
      the
      Agreement, shall have the meanings specified below. Other terms have the meaning
      given them in the Agreement. 

     

    
      	
              (1)

            	
              “Acceptance”
                means the determination, in Hercules’ reasonable discretion, following
                implementation, installation, testing and execution in the production
                environment for an agreed upon number of business cycles that Software,
                Equipment, Systems and/or other contract deliverables are in Compliance
                in
                all material respects with the Specifications. Unless otherwise stated
                in
                this Agreement or agreed by the Parties, Hercules shall provide Supplier
                a
                notice of its determination as to whether or not to Accept within
                ten (10)
                business days. 

            


    

     

    
      	
              (2)

            	
              “Actual
                Uptime”
                means the measurement of time that the full functionality of a particular
                System, Application, Software, Equipment, Network or any other part
                of the
                Services is actually available during the Measurement Window, and
                such
                measurement will be calculated by subtracting Downtime from the Scheduled
                Uptime.

            


    

     

    
      	
              (3)

            	
              “Additional
                Resource Charge”
                or “ARC”
                is the charge per Resource Unit that is applicable whenever the actual
                consumption of a defined Resource Unit by Hercules and the Eligible
                Recipients exceeds the Resource Baseline for such Resource Unit set
                forth
                in Schedule
                J.
                The total additional charges will be calculated by multiplying the
                Additional Resource Charge by the number of Resource Units in excess
                of
                the Resource Baseline actually consumed by Hercules and the Eligible
                Recipients. 

            


    

     

    
      	
              (4)

            	
              “Affiliate”
                means with respect to any Entity, any other Entity that is directly
                or
                indirectly Controls, is Controlled by or under common Control with
                such
                Entity at the time in question.

            


    

     

    
      	
              (5)

            	
              “Agreement”
                has the meaning given in the preamble to the
                Agreement.

            


    

     

    
      	
              (6)

            	
              “Allocation
                of Pool Percentage”
                means the portion of the Pool Percentage Available for Allocation
                that is
                specified for a Performance Category. The total of all Allocation
                of Pool
                Percentages shall not exceed the Pool Percentage Available for
                Allocation.

            


    

     

    
      	
              (7)

            	
              “Applications
                Software”
                or “Applications”
                means those software application programs and programming (and all
                modifications, replacements, Upgrades, enhancements, documentation,
                materials and media related thereto) used to support day-to-day business
                operations and accomplish specific business objectives to the extent
                a
                Party has financial or operational responsibility for such programs
                or
                programming under Schedule
                E
                or
                Schedule
                J.1.
                Applications Software shall include all such programs or programming
                in
                use or required to be used as of the Commencement Date, including
                those
                set forth in Schedule
                B,
                those as to which the license, maintenance or support costs are included
                in the Hercules Base Case, and those as to which Supplier received
                reasonable notice and/or access prior to the Commencement Date.
                Applications Software also shall include all such programs or programming
                developed and/or introduced by or for Hercules or the Eligible Recipients
                on or after the Commencement Date to the extent a Party has financial
                or
                operational responsibility for such programs or programming under
                Schedule
                E
                or
                Schedule
                J.1.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (8)

            	
              “At
                Risk Amount”
                means, for any month during the Term, an amount, expressed as a percentage
                of the Monthly Charges, which is the maximum amount that the Supplier
                will
                have at risk for Service Level Credits. The At Risk Amount shall
                be 10% of
                the Monthly Charges.

            


    

     

    
      	
              (9)

            	
              “Authorized
                User(s)”
                means, individually and collectively, the employees, business units,
                contractors, subcontractors, customers, agents, representatives,
                and joint
                ventures of Hercules and the Eligible Recipients (other than Supplier
                and
                its Subcontractors) designated by Hercules or an Eligible Recipient
                to
                receive or use the Systems or Services provided by
                Supplier.

            


    

     

    
      	
              (10)

            	
              “Availability”
                means the period of time during which a Service component is scheduled
                to
                be available during the Measurement Window divided by the period
                of time
                such component is actually available during such Measurement Window;
                provided that for such calculation shall not include periods of downtime
                that is the result of scheduled maintenance (for example, preventive
                maintenance, system upgrades, etc.), provided that such maintenance
                is
                performed during defined maintenance windows or during a time period
                mutually agreed by the Parties and scheduled to minimize impact to
                Hercules' business, and provided further that Supplier maintains
                Availability during such periods to the extent reasonably
                practicable.

            


    

     

    
      	
              (11)

            	
              “Baseline
                Project FTE Hours”
                has the meaning given in Section
                3
                of
                Schedule
                J.

            


    

     

    
      	
              (12)

            	
              “Benchmark
                Standard”
                has the meaning given in Section
                11.8(c) of
                the Agreement.

            


    

     

    
      	
              (13)

            	
              “Benchmarker”
                has the meaning given in Section
                11.8(a) of
                the Agreement.

            


    

     

    
      	
              (14)

            	
              “Benchmarking”
                has the meaning given in Section
                11.8(a)
                of
                the Agreement.

            


    

     

    
      	
              (15)

            	
              “Charges”
                means the amounts set forth in Article
                11
                and Schedule
                J
                (or otherwise set forth in the Agreement) as charges due to the Supplier
                in return for providing the
                Services.

            


    

     

    
      	
              (16)

            	
              “Change
                Control Procedures”
                has the meaning given in Section
                9.6(a) of
                the Agreement.

            


    

     

    
      	
              (17)

            	
              “Commencement
                Date”
                means May 1, 2007, or such other date as the Parties may agree upon
                in
                writing as the date on which Supplier shall assume full responsibility
                for
                the Services identified in the
                Agreement.

            


    

     

    
      	
              (18)

            	
              “Compliance”
                and “Comply”
                means, with respect to outsourced business process(es), Software,
                Equipment, Systems or other contract deliverables to be implemented,
                designed, developed, delivered, integrated, installed and/or tested
                by
                Supplier, in compliance in all material respects with the Specifications.
                

            


    

     

    
      	
              (19)

            	
              “Confidential
                Information”
                has the meaning given in Section
                13.1(a)
                of
                the Agreement. 

            


    

     

    
      	
              (20)

            	
              “Contract
                Changes”
                has the meaning given in Section
                11.1(e) of
                the Agreement.

            


    

     

    
      	
              (21)

            	
              “Contract
                Year”
                means, for the first Contract Year, a period commencing on the
                Commencement Date and ending on December 31, 2007 and, for each ensuing
                Contract Year, a twelve (12) month period commencing on January 1
                and
                ending on December 31. If any Contract Year is less than twelve (12)
                months, the rights and obligations under this Agreement that are
                calculated on a Contract Year basis will be proportionately adjusted
                for
                such shorter period. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (22)

            	
              “Control”
                and its derivatives means: (a) the legal, beneficial, or equitable
                ownership, directly or indirectly, of (i) at least fifty percent
                (50%) of
                the aggregate of all voting equity interests in an Entity, or (ii)
                equity
                interests having the right to at least fifty percent (50%) of the
                profits
                of an Entity or, in the event of dissolution, to at least fifty percent
                (50%) of the assets of an Entity; (b) the right to appoint, directly
                or
                indirectly, a majority of the board of directors; (c) the right to
                control, directly or indirectly, the management or direction of the
                Entity
                by contract or corporate governance document; or (d) in the case
                of a
                partnership, the holding by an Entity (or one of its Affiliates)
                of the
                position of sole general partner.

            


    

     

    
      	
              (23)

            	
              “Critical
                Deliverables”
                means those deliverables performed on a one-time or periodic basis,
                for
                which a Deliverable Credit may be payable in accordance with Schedule
                G
                and described in Attachment
                G.1
                or
                Schedule
                H.
                Critical Deliverables are not Critical Service
                Levels.

            


    

     

    
      	
              (24)

            	
              “Critical
                Service Levels”
                means those Service Levels established under Schedule
                G
                for which a Service Level Credit may be payable. Critical Service
                Levels
                are identified and defined in Attachment
                G.1.
                Each Critical Service Level has an Expected Service Level and a Minimum
                Service Level associated with it unless otherwise specified. It is
                the
                intent of the Parties that all Critical Service Levels shall be
                quantifiable, measurable and
                objective.

            


    

     

    
      	
              (25)

            	
              “Deliverable
                Credits”
                means the monetary amount(s) that Supplier shall pay to Hercules
                (or apply
                against monthly Charges) in the event of a failure to achieve a Critical
                Deliverable.

            


    

     

    
      	
              (26)

            	
              “Derivative
                Work”
                means a work based on one or more preexisting works, including a
                condensation, transformation, translation, modification, expansion,
                or
                adaptation, that, if prepared without authorization of the owner
                of the
                copyright of such preexisting work, would constitute a copyright
                infringement under applicable Law, but excluding the preexisting
                work.

            


    

     

    
      	
              (27)

            	
              “Developed
                Materials”
                means any Materials (including Software), or any modifications,
                enhancements or Derivative Works thereof, developed by or on behalf
                of
                Supplier for Hercules or the Eligible Recipients in connection with
                or as
                part of the Services. 

            


    

     

    
      	
              (28)

            	
              “Development
                Tools”
                means all software programs and programming (and all modifications,
                replacements, Upgrades, enhancements, documentation, materials and
                media
                related thereto) that are used in the development, testing, deployment
                and
                maintenance of Applications to the extent a Party has financial or
                operational responsibility for such programs or programming under
                Schedule
                E
                or
                Schedule
                J.1.
                Development Tools shall include all such products in use or required
                to be
                used as of the Commencement Date, including those set forth in
                Schedule
                B,
                those as to which the license, maintenance or support costs are included
                in the Hercules Base Case, and those as to which Supplier received
                reasonable notice and/or access prior to the Commencement Date.
                Development Tools also shall include all such products selected and/or
                developed by or for Hercules or the Eligible Recipients on or after
                the
                Commencement Date to the extent a Party has financial or operational
                responsibility for such programs or programming under Schedule
                E
                or
                Schedule
                J.1.

            


    

     

    
      	
              (29)

            	
              “Direct
                Hercules Competitor”
                means the Entities identified in Schedule
                P,
                as well as their Affiliates, successors and assigns to the extent
                such
                Affiliates, successors or assigns are in the same or similar industry
                as
                Hercules, as such list of Entities may be modified by Hercules from
                time
                to time by providing Suppler reasonable advance notice before such
                change
                is effective.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (30)

            	
               “Downtime”
                means the time that the full functionality of a particular System,
                Application, Software, Equipment, Network or any other part of the
                Services is not available during the Measurement
                Window.

            


    

     

    
      	
              (31)

            	
              “Earnback”
                means the methodology used to determine the potential return of a
                Service
                Level Credit as described in Section
                6
                of
                Schedule
                G.

            


    

     

    
      	
              (32)

            	
              “Effective
                Date”
                has the meaning given in the preamble to the
                Agreement.

            


    

     

    
      	
              (33)

            	
              “Eligible
                Recipients”
                means, collectively, and to the extent such Entity is receiving Services
                under this Agreement, the
                following:

            


    

     

    
      	 	
              (a)

            	
              Hercules;

            


    

     

    
      	 	
              (b)

            	
              any
                Entity that is an Affiliate of Hercules on the Commencement Date,
                or
                thereafter becomes an Affiliate of
                Hercules;

            


    

     

    
      	 	
              (c)

            	
              any
                Entity that purchases after the Commencement Date from Hercules or
                any
                Affiliate of Hercules, all or substantially all of the assets of
                Hercules
                or such Affiliate, or of any division, marketing unit, business unit,
                administrative unit, or manufacturing, research or development facility
                thereof, provided that such Entity agrees in writing to be bound
                by the
                terms and conditions of this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              any
                Entity that after the Commencement Date is created using assets of
                Hercules or any Affiliate of Hercules, provided that such Entity
                agrees in
                writing to be bound by the terms and conditions of this
                Agreement;

            


    

     

    
      	 	
              (e)

            	
              any
                Entity into which Hercules or any Affiliate of Hercules merges or
                consolidates, provided that such Entity has assumed Hercules’ obligations
                under this Agreement, and provided further that such Entity agrees
                in
                writing to be bound by the terms and conditions of this
                Agreement;

            


    

     

    
      	 	
              (f)

            	
              any
                Entity which merges into or consolidates with Hercules or any Affiliate
                of
                Hercules;

            


    

     

    
      	 	
              (g)

            	
              any
                Entity or facility, including any corporation, joint venture, partnership
                or manufacturing, research or development facility, in which on or
                after
                the Commencement Date, Hercules or any Affiliate of Hercules has
                an
                ownership interest and/or as to which Hercules or such Affiliate
                has
                management or operational responsibility by law or
                contract;

            


    

     

    
      	 	
              (h)

            	
              intentionally
                blank;

            


    

     

    
      	 	
              (i)

            	
              any
                customer of an Eligible Recipient identified in clauses (a) through
                (h)
                above, or an Entity to which such an Eligible Recipient is a
                subcontractor, but only in connection with the provision of products
                or
                services by such Eligible Recipient to such customer;
                

            


    

     

    
      	 	
              (j)

            	
              any
                person or Entity engaged in the provision of products or services
                to
                Hercules or an Eligible Recipient identified in clauses (a) through
                (h)
                above, but only in connection with the provision of such products
                or
                services to Hercules or such Eligible Recipient;
                and

            


    

     

    
      	 	
              (k)

            	
              other
                entities to which the Parties
                agree.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              (34)

            	
              “Entity”
                means a corporation, partnership, joint venture, trust, limited liability
                company, limited liability partnership, association or other organization
                or entity.

            


    

     

    
      	
              (35)

            	
              “Equipment”
                means all computing, networking, communications and related computing
                equipment (hardware and firmware) procured, provided, operated, supported,
                or used by Hercules, Supplier or Authorized Users in connection with
                the
                Services, including (i) mainframe, midrange, server and distributed
                computing equipment and associated attachments, features, accessories,
                peripheral devices, and cabling, (ii) personal computers, laptop
                computers, terminals, workstations and associated attachments, features,
                accessories, printers, multi-functional printers, peripheral devices,
                and
                cabling, and (iii) voice, data, video and wireless telecommunications
                and
                network and monitoring equipment and associated attachments, features,
                accessories, cell phones, peripheral devices, and cabling.
                

            


    

     

    
      	
              (36)

            	
              “Expected
                Service Level”
                means the level of performance designated as such for a Service Level,
                as
                set forth in Attachment
                G.1,
                below which an Expected Service Level Default shall be deemed to
                occur.

            


    

     

    
      	
              (37)

            	
              “Expected
                Service Level Default”
                means the Supplier's level of performance for a particular Service
                Level
                fails to meet the applicable Expected Service Level (but does not
                fail to
                meet the applicable Minimum Service Level) as specified in Attachment
                G.1,
                and has already failed to meet such Expected Service Level two or
                more months in any rolling twelve (12) month
                period.

            


    

     

    
      	
              (38)

            	
              “Extraordinary
                Event”
                has the meaning given in Section
                11.5(a) of
                the Agreement.

            


    

     

    
      	
              (39)

            	
               “Full
                Time Equivalent”
                or “FTE”
                means a level of effort, excluding vacation, holidays, training,
                administrative and other non-productive time (but including a reasonable
                amount of additional work outside normal business hours), equivalent
                to
                that which would be provided by one person working full time for
                one year.
                Unless otherwise agreed, one FTE is assumed to be at least 2080 productive
                hours per Contract Year. Without Hercules’ prior written approval, one (1)
                dedicated individual’s total work effort cannot amount to more than one
                FTE.

            


    

     

    
      	
              (40)

            	
              “Functional
                Service Area”
                means each of the substantive areas of Services in which Supplier
                shall
                provide Services((i) global data center operations, SAP basis, and
                SAP
                security, (iii) Tier II Services, (iv) messaging, (v) network services
                /
                non-SAP security, (vii) help desk / service desk) as more thoroughly
                described in Schedules
                E
                and J.
                

            


    

     

    
      	
              (41)

            	
              “Hercules
                Base Case”
                means the summary financial base case attached hereto as Schedule
                K,
                as well as the detailed financial and budget information underlying
                such
                summary base case.

            


    

     

    
      	
              (42)

            	
              “Hercules
                Data”
                means any data or information of Hercules, an Eligible Recipient
                or an
                Authorized User that is provided to or obtained by Supplier in connection
                with the negotiation and execution of this Agreement or the performance
                of
                Supplier’s obligations under this Agreement, including data and
                information with respect to the businesses, customer, operations,
                facilities, products, rates, regulatory compliance, competitors,
                consumer
                markets, assets, expenditures, mergers, acquisitions, divestitures,
                billings, collections, revenues and finances of Hercules, any Eligible
                Recipient or an Authorized User. Hercules Data also means any data
                or
                information (i) created, generated, collected or processed by Supplier
                in
                the performance of its obligations under this Agreement, including
                data
                processing input and output, service level measurements, asset
                information, Reports, third party service and product agreements,
                contract
                charges, and Retained Expense and Pass-Through Expenses or (ii) that
                resides in or is accessed through
                Software, Equipment or Systems provided, operated, supported, or
                used by
                Supplier in connection with the Services, as well as information
                derived
                from this data and
                information.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    
      	
              (43)

            	
              “Hercules
                Facilities”
                means the facilities listed in Schedule
                O.1
                that are provided by Hercules or the Eligible Recipient for the use
                of
                Supplier to the extent necessary to provide the
                Services.

            


    

     

    
      	
              (44)

            	
              “Hercules
                Owned Materials”
                has the meaning given in Section
                14.1
                of
                the Agreement.

            


    

     

    
      	
              (45)

            	
              “Hercules
                Owned Software”
                means Software owned by Hercules, a Hercules Affiliate or an Eligible
                Recipient and used, operated, maintained or supported by or on behalf
                of
                Supplier under or in connection with this
                Agreement.

            


    

     

    
      	
              (46)

            	
              “Hercules
                Personal Data”
                or “Personal
                Data”
                means that portion of Hercules Data that is subject to any Privacy
                Laws.

            


    

     

    
      	
              (47)

            	
              “Hercules
                Personnel”
                means the employees, agents, contractors or representatives of Hercules
                or
                its Affiliates or Eligible Recipients who performed any of the Services
                to
                be provided by Supplier during the twelve (12) months preceding the
                Commencement Date.

            


    

     

    
      	
              (48)

            	
              “Hercules
                Relationship Manager”
                has the meaning given in Section
                10.1
                of
                the Agreement.

            


    

     

    
      	
              (49)

            	
              “Hercules
                Rules”
                has the meaning given in Section
                6.2(e)
                of
                the Agreement.

            


    

     

    
      	
              (50)

            	
              “Hercules
                Standards”
                has the meaning given in Section
                9.5(a)
                of
                the Agreement.

            


    

     

    
      	
              (51)

            	
              “Hercules
                Third Party Contractors”
                has the meaning given in Section
                4.6.

            


    

     

    
      	
              (52)

            	
              “Income
                Tax”
                means any tax on or measured by the net income of a Party (including
                taxes
                on capital or net worth that are imposed as an alternative to a tax
                based
                on net or gross income), or tax which is in the nature of an excess
                profits tax, minimum tax on tax preferences, alternative minimum
                tax,
                accumulated earnings tax, personal holding company tax, capital gains
                tax
                or franchise tax for the privilege of doing
                business.

            


    

     

    
      	
              (53)

            	
              “Key
                Measurements”
                means those Service Levels for which no Service Level Credit is payable,
                but which are meaningful to Hercules’ business, and are described in
                Attachment
                G.1.

            


    

     

    
      	
              (54)

            	
              “Key
                Supplier Personnel”
                means the Supplier Personnel filling the positions designated in
                Schedule
                C.1
                as
                Key Supplier Personnel.

            


    

     

    
      	
              (55)

            	
              “Laws”
                means all federal, state, provincial, regional, territorial, local
                and
                other laws, statutes, ordinances, regulations, rules, executive orders,
                supervisory requirements, directives, circulars, opinions, interpretive
                letters and other official releases of or by any government, or any
                authority, department or agency thereof, in any jurisdiction in which
                the
                Services are provided or received, including the United States Securities
                and Exchange Commission and the Public Company Accounting Oversight
                Board.
                The definition of Laws shall include Privacy Laws. For purposes of
                this
                Agreement, Laws also shall include all generally accepted accounting
                principles (“GAAP”),
                as such principles and standards may be modified during the Term
                by the
                Public Company Accounting Oversight Board or other applicable authorities.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (56)

            	
              “Level
                1 Support”
                means support that is provided as the entry point for inquiries or
                problem
                reports from Authorized Users. If Level 1 Support cannot resolve
                the
                inquiry or problem, the inquiry or problem is directed to the appropriate
                Level 2 Support or third party for
                resolution.

            


    

     

    
      	
              (57)

            	
              “Level
                2 Support”
                means support that serves as a consolidation point for inquiries
                and
                problems between Level 1 and Level 3 Support. For example, Level
                2 Support
                might exist in a computer operations or a distribution/mail out center.
                If
                Level 2 Support cannot resolve the inquiry or problem, the inquiry
                or
                problem is directed to the appropriate Level 3 Support or third party
                for
                resolution. Inquiries or problems to this level are usually reported
                by
                Level 1 Support personnel, but may be initiated directly by Authorized
                Users or the Supplier, as approved by
                Hercules.

            


    

     

    
      	
              (58)

            	
              “Level
                3 Support”
                means support that is provided by the personnel or third party that
                is
                most knowledgeable and experienced about the underlying inquiry,
                problem
                or question and is utilized when efforts to resolve the problem or
                question by Level 1 and Level 2 Support have failed or are bypassed.
                Inquiries or problems to this level are usually reported by Level
                1 or
                Level 2 Support personnel, but may be initiated directly by Authorized
                Users or the Supplier, as approved by
                Hercules.

            


    

     

    
      	
              (59)

            	
              “Losses”
                means all losses, liabilities, damages, fines, penalties, interest
                and
                claims (including taxes), and all related costs and expenses (including
                reasonable legal fees and disbursements and costs of investigation,
                litigation, experts, and settlement) to the extent recoverable under
                Section
                18.3
                of
                the Agreement.

            


    

     

    
      	
              (60)

            	
              “Major
                Release”
                means a new version of Software that includes changes to the architecture
                and/or adds new features and functionality in addition to the original
                functional characteristics of the preceding Software release. These
                releases are usually identified by full integer changes in the numbering,
                such as from “7.0” to “8.0,” but may be identified by the industry as a
                major release without the accompanying integer
                change.

            


    

     

    
      	
              (61)

            	
              “Malicious
                Code”
                means (i) any code, program, or sub-program whose knowing or intended
                purpose is to damage or interfere with the operation of the computer
                system containing the code, program or sub-program, or to halt, disable
                or
                interfere with the operation of the Software, code, program, or
                sub-program, itself, or (ii) any device, method, or token that permits
                any
                person to circumvent the normal security of the Software or the system
                containing the code.

            


    

     

    
      	
              (62)

            	
               “Managed
                Third Parties”
                means the Hercules Third Party Contractors listed on Schedule
                D.2
                and any substitute or replacement third party contractors reasonably
                designated by Hercules, and shall include Fully Managed Third Parties
                and
                General Managed Third Parties, as defined in Section
                6.6.

            


    

     

    
      	
              (63)

            	
              “Management
                Tools”
                means all software programs and programming (and all modifications,
                replacements, Upgrades, enhancements, documentation, materials and
                media
                related thereto) that are used by Supplier to deliver and manage
                the
                Services. Management Tools shall include all such products in use
                or
                required to be used as of the Commencement Date, including those
                set forth
                in Schedule
                B,
                those as to which the license, maintenance or support costs are included
                in the Hercules Base Case, and those as to which Supplier received
                reasonable notice and/or access prior to the Commencement Date. Management
                Tools also shall include all such products selected and/or developed
                by or
                for Hercules, the Eligible Recipients or Supplier on or after the
                Commencement Date to the extent a Party has financial or operational
                responsibility for such programs or programming under Schedule
                E
                or
                Schedule
                J.1.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (64)

            	
              “Materials”
                means, collectively, Software, literary works, other works of authorship,
                specifications, designs, analyses, processes, methodologies, concepts,
                inventions, know-how, programs, program listings, programming tools,
                documentation, user materials, reports, drawings, databases, spreadsheets,
                machine-readable text and files, financial models and work product,
                whether tangible or intangible.

            


    

     

    
      	
              (65)

            	
              “Measurement
                Window”
                means the time during, or frequency by, which a Service Level shall
                be
                measured. The Measurement Window will exclude Hercules approved scheduled
                maintenance. 

            


    

     

    
      	
              (66)

            	
              “Minimum
                Service Level Default”
                means the Supplier's level of performance for a particular Service
                Level
                fails to meet the applicable Minimum Service Level at any
                time.

            


    

     

    
      	
              (67)

            	
              “Minimum
                Service Level(s)”
                means the minimum level of performance set forth in Attachment
                G.1
                below (i.e., worse from the perspective of Hercules) which a Minimum
                Service Level Default shall be deemed to occur, with respect to each
                Critical Service Level and Key
                Measurement.

            


    

     

    
      	
              (68)

            	
              “Minor
                Release”
                means a scheduled release containing small functionality updates
                and/or
                accumulated resolutions to defects or non-conformances made available
                since the immediately preceding release (whether Major Release or
                Minor
                Release). Minor Releases shall include “Maintenance Releases” which are
                supplemental to and made available between Major Releases and other
                Minor
                Releases, issued and provided under specific vendor service level
                or
                maintenance obligations and contain only accumulated resolutions
                or
                mandated changes. These releases are usually identified by a change
                in the
                decimal numbering of a release, such as “7.12” to “7.13.”
                

            


    

     

    
      	
              (69)

            	
              “Monthly
                Base Charge”
                means the Supplier Charges for Services associated with a specific
                Functional Services Area for a given month at the number of Resource
                Units
                included within the Resource Baseline(s) for the applicable month.
                

            


    

     

    
      	
              (70)

            	
              “New
                Advances”
                has the meaning given in Section
                9.14(e)
                of
                the Agreement.

            


    

     

    
      	
              (71)

            	
              “New
                Services”
                means new services that are materially different than the existing
                Services or significant changes to the existing Services that are
                requested by Hercules, and that require materially different levels
                of
                effort, resources or expense from Supplier for which there is no
                current
                Resource Baseline or charging methodology. 

            


    

     

    
      	
              (72)

            	
              “Out-of-Pocket
                Expenses”
                means reasonable, demonstrable and actual out-of-pocket expenses
                due and
                payable to a third party by Supplier that are approved in advance
                by
                Hercules and for which Supplier is entitled to be reimbursed by Hercules
                under this Agreement. Out-of-Pocket Expenses shall not include Supplier’s
                overhead costs (or allocations thereof), general and/or administrative
                expenses or other mark-ups. Out-of-Pocket Expenses shall be calculated
                at
                Supplier’s actual incremental expense and shall be net of all rebates and
                allowances.

            


    

     

    
      	
              (73)

            	
              “Party”
                or “Parties”
                means Hercules and Supplier.

            


    

     

    
      	
              (74)

            	
              “Pass-Through
                Expenses”
                means the expenses, if any, listed in Schedule
                J,
                as such list may be amended by Hercules from time to time, for which
                Hercules has agreed in advance to be financially responsible, in
                accordance with Section
                11.2
                of
                this Agreement, following processing and review of the third party
                invoice
                by Supplier. Supplier shall not charge any handling or administrative
                charge in connection with its processing or review of such
                invoices.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (75)

            	
              “Performance
                Category”
                means a grouping of Service Levels as set forth in Schedule
                G.
                Critical Deliverables do not constitute a Performance
                Category.

            


    

     

    
      	
              (76)

            	
              “Policy
                and Procedures Manual”
                has the meaning given in Section
                9.1(a)
                of
                the Agreement.

            


    

     

    
      	
              (77)

            	
              “Pool
                Percentage Available for Allocation” means
                the total amount that may be allocated for Service Level Credits
                among the
                Critical Service Levels. The Pool Percentage Available for Allocation
                shall be 300% of the At Risk Amount.

            


    

     

    
      	
              (78)

            	
              “Privacy
                Laws”
                means Laws relating to data privacy, trans-border data flow or data
                protection (e.g., the implementing legislation and regulations of
                the
                European Union member states under the European Union Directive 95/46/EC),
                including, subject to Section 15.7,
                any rules, regulations, directives, principles and policies of Hercules
                or
                an Eligible Recipient or any self-regulatory organizations to which
                Hercules or an Eligible Recipient
                belongs.

            


    

     

    
      	
              (79)

            	
              “Projects”
                has the meaning given in Section
                4.5(a)
                of
                the Agreement. 

            


    

     

    
      	
              (80)

            	
              “Quality
                Assurance”
                means the actions, planned and performed, to provide confidence that
                all
                business processes, Systems, Equipment, Software and components that
                influence the quality of the Services are working as expected individually
                and collectively.

            


    

     

    
      	
              (81)

            	
              “Reduced
                Resource Credit”
                or “RRC”
                means the credit per Resource Unit that is applicable whenever the
                actual
                consumption of a defined Resource Unit by the Eligible Recipients
                falls
                below the Resource Baseline for utilization of such Resource Unit
                set
                forth in Schedule
                J.
                The total credit will be calculated by multiplying the Reduced Resource
                Credit by the number of Resource Units below the Resource Baseline
                actually consumed by the Eligible Recipients.


            


    

     

    
      	
              (82)

            	
              “Recoverable
                Taxes”
                means any tax on goods or services where the payer of the tax is
                able to
                claim a credit for that tax from a Tax Authority, and includes Goods
                and
                Services Taxes, Harmonized Sales Taxes, Value Added Taxes and other
                similar taxes. 

            


    

     

    
      	
              (83)

            	
              “Reports”
                has the meaning set forth in Section
                9.2(a)
                of
                the Agreement.

            


    

     

    
      	
              (84)

            	
              “Required
                Consents”
                means the consents (if any) required to be obtained: (i) to assign
                or
                transfer to Supplier Hercules licensed Third Party Software, Third
                Party
                Contracts or Acquired Assets (including related warranties); (ii)
                to grant
                Supplier the right to use and/or access the Hercules licensed Third
                Party
                Software in connection with providing the Services; (iii) to grant
                Hercules and the Eligible Recipients the right to use and/or access
                the
                Supplier Owned Software, Third Party Software and Equipment acquired,
                operated, supported or used by Supplier in connection with providing
                the
                Services; (iv) to assign or transfer to Hercules, the Eligible Recipients
                or their designee(s) any Developed Materials, (v) to assign or transfer
                to
                Hercules, the Eligible Recipients or their designee(s) Supplier Owned
                Software, Third Party Software, Third Party Contracts, Equipment
                leases or
                other rights following the Term to the extent provided in this Agreement;
                and (vi) all other consents required from third parties in connection
                with
                Supplier’s provision of the Services or performance of its obligations
                hereunder.

            


    

     

    
      	
              (85)

            	
              “Resource
                Baselines”
                means the estimated number of Resource Units to be required and/or
                consumed by Hercules and the Eligible Recipients during a defined
                period
                of time and included in the Monthly Base Charges. The Resource Baselines
                as of the Commencement Date are set forth in Schedule
                J.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (86)

            	
              “Resource
                Unit”
                or “RU”
                means a measurable device, unit of consumption, staffing level, or
                other
                resource that is associated with the Services, as described in
                Schedule
                J,
                that is measured to determine Hercules’ and the Eligible Recipients’
                actual utilization of such resource compared to the applicable Resource
                Baseline for purposes of calculating Additional Resource Charges
                and
                Reduced Resource Credits as described in Schedule
                J.
                

            


    

     

    
      	
              (87)

            	
              “Retained
                Systems and Business Processes”
                means those systems and business processes of Hercules or an Eligible
                Recipient for which Supplier has not assumed responsibility under
                this
                Agreement (including those provided, managed, operated, supported
                and/or
                used on their behalf by Hercules Third Party Contractors). Retained
                Systems and Business Processes include equipment and software associated
                with such systems and business
                processes.

            


    

     

    
      	
              (88)

            	
              “Root
                Cause Analysis”
                means the formal process to be used by Supplier to diagnose the underlying
                cause of problems at the lowest reasonable level so that corrective
                action
                can be taken that will eliminate repeat failures. Supplier shall
                implement
                a Root Cause Analysis as specified in Section
                7.3
                or
                as requested by Hercules.

            


    

     

    
      	
              (89)

            	
              “Scheduled
                Uptime”
                means that period of time (days of the week and hours per day) during
                which a particular System, Application, Software, Equipment, Network
                or
                any other part of the Services is expected to be available during
                the
                Measurement Window.

            


    

     

    
      	
              (90)

            	
              “Service
                Level Credit Allocation Percentage”
                means, for a particular Critical Service Level, the portion of Allocation
                of Pool Percentage allocated to a Critical Service Level within a
                Performance Category and used to calculate the Service Level Credit
                payable to Hercules in the event of a Service Level Default in such
                Critical Service Level. In no event shall the sum of all Service
                Level
                Credit Allocation Percentages in any Performance Category exceed
                one
                hundred percent (100%), unless otherwise set forth in Schedule G.1
                as of
                the Effective Date.

            


    

     

    
      	
              (91)

            	
              “Service
                Level Credits”
                has the meaning given in Section
                7.2
                of
                the Agreement and Schedule
                G.

            


    

     

    
      	
              (92)

            	
              “Service
                Level Default”
                means a Minimum Service Level Default or an Expected Service Level
                Default.

            


    

     

    
      	
              (93)

            	
              “Service
                Level(s)”
                means, individually and collectively, the quantitative performance
                standards for the Services set forth in Schedule
                G.

            


    

     

    
      	
              (94)

            	
              “Service
                Taxes”
                means all sales, service, value-added, use, excise and other similar
                taxes
                that are assessed against either Party on the provision of the Services
                as
                a whole, or on any particular Service received by Hercules or an
                Eligible
                Recipient from Supplier, excluding Recoverable Taxes and Income
                Taxes.

            


    

     

    
      	
              (95)

            	
              “Services”
                means, collectively: (i) the services, functions and responsibilities
                described in Article
                4
                and elsewhere in this Agreement (including Transition Services,
                Transformation Services and Termination Assistance Services) as they
                may
                be supplemented, enhanced, modified or replaced during the Term in
                accordance with this Agreement; and (ii) ongoing Projects and new
                Projects, upon Hercules’ acceptance of Supplier’s proposals for such
                Projects in accordance with Section
                4.5
                and the other provisions of this Agreement; and (iii) any New Services,
                upon Hercules’ acceptance of Supplier’s proposal for such New Services in
                accordance with Section
                4.4
                and the other provisions of this
                Agreement.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (96)

            	
              “Software”
                means all software programs and programming for which a Party is
                financially or operationally responsible under Schedule
                E
                or
                Schedule
                J.1
                (and all modifications, replacements, Upgrades, enhancements,
                documentation, materials and media related thereto), including
                Applications, Development Tools, Management Tools, and Systems
                Software.

            


    

     

    
      	
              (97)

            	
              “Specialized
                Services”
                has the meaning given in Section
                9.11
                of
                the Agreement.

            


    

     

    
      	
              (98)

            	
              “Specifications”
                means, with respect to business processes, Software, Equipment, Systems
                or
                other contract deliverables to be designed, developed, delivered,
                integrated, installed and/or tested by Supplier, the technical, design
                and/or functional specifications set forth in Schedule
                E or
                H,
                in third party vendor documentation, in a New Services or Project
                description requested and/or approved by Hercules, or otherwise agreed
                upon in writing by the Parties.

            


    

     

    
      	
              (99)

            	
              “Strategic
                Plan”
                means the plans that may be periodically developed by Hercules that
                set
                forth Hercules’ key business objectives and requirements and outline its
                strategies for achieving such objectives and requirements. Hercules
                may
                revise the Strategic Plan from time to time. The Strategic Plan is
                likely
                to include both annual and multi-year strategies, objectives and
                requirements. 

            


    

     

    
      	
              (100)

            	
              “Subcontractors”
                means subcontractors (of any tier) of Supplier, including Shared
                Subcontractors (as defined in Section
                9.13(c)).
                The initial list of Subcontractors is set forth on Schedule
                D.1,
                each of which has been approved by Hercules to the extent such approval
                is
                required and described thereon. Schedule
                D
                may be amended during the Term in accordance with Section
                9.13.

            


    

     

    
      	
              (101)

            	
              “Supplier
                Account Manager”
                has the meaning given in Section
                8.2
                of
                the Agreement and shall describe the Supplier representative responsible
                for both the day to day relationship with Hercules as well as the
                delivery
                of all Services to Hercules.

            


    

     

    
      	
              (102)

            	
              “Supplier
                Facilities”
                means, individually and collectively, the facilities owned or leased
                by
                Supplier (or its Affiliates or Subcontractors) from which Supplier
                (or its
                Affiliates or Subcontractors) provides any Services. Supplier Facilities
                are listed on Schedule
                O.2
                of
                the Agreement.

            


    

     

    
      	
              (103)

            	
              “Supplier
                Owned Materials”
                has the meaning given in Section
                14.3(a)
                of
                the Agreement.

            


    

     

    
      	
              (104)

            	
              “Supplier
                Owned Software”
                means any Software owned by Supplier and used to provide the
                Services.

            


    

     

    
      	
              (105)

            	
              “Supplier
                Personnel”
                means those employees, representatives, contractors, subcontractors
                and
                agents of Supplier, Subcontractors and Supplier Affiliates who perform
                any
                Services under this Agreement. 

            


    

     

    
      	
              (106)

            	
              “System”
                means an interconnected grouping of manual or electronic processes,
                including Equipment, Software and associated attachments, features,
                accessories, peripherals and cabling, and all additions, modifications,
                substitutions, Upgrades or enhancements to such System, to the extent
                a
                Party has financial or operational responsibility for such System
                or
                System components under Schedule
                E.
                System shall include all Systems in use or required to be used as
                of the
                Commencement Date, all additions, modifications, substitutions, Upgrades
                or enhancements to such Systems and all Systems installed or developed
                by
                or for Hercules, the Eligible Recipients or Supplier following the
                Commencement Date.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (107)

            	
              “Systems
                Software”
                means all software programs and programming (and all modifications,
                replacements, Upgrades, enhancements, documentation, materials and
                media
                related thereto) that perform tasks basic to the functioning of the
                Equipment and are required to operate the Applications Software or
                otherwise support the provision of Services by Supplier, including
                operating systems, systems utilities, data security software, compilers,
                performance monitoring and testing tools and database managers, to
                the
                extent a Party has financial or operational responsibility for such
                programs or programming under Schedule
                E
                or
                Schedule
                J.1.
                Systems Software shall include all such programs or programming in
                use or
                required to be used as of the Commencement Date, including those
                set forth
                in Schedule
                B,
                those as to which the license, maintenance or support costs are included
                in the Hercules Base Case, and those as to which Supplier received
                reasonable notice and/or access prior to the Commencement Date. Systems
                Software also shall include all such programs or programming developed
                and/or introduced by or for Hercules, the Eligible Recipients or
                Supplier
                after the Commencement Date to the extent a Party has financial or
                operational responsibility for such programs or programming under
                Schedule
                E or
                Schedule
                J.1.

            


    

     

    
      	
              (108)

            	
              “Tax
                Authority”
                means any federal, state, provincial, regional, territorial, local
                or
                other fiscal, revenue, customs or excise authority, body or official
                competent to impose, collect or asses
                tax.

            


    

     

    
      	
              (109)

            	
              “Technology
                and Business Process Evolution”
                means any improvement, upgrade, addition, modification, replacement,
                or
                enhancement to the standards, policies, practices, processes, procedures,
                methods, controls, scripts, product information, technologies,
                architectures, standards, Applications, Equipment, Software, Systems,
                tools, products, transport systems, interfaces and personnel skills
                associated with the performance of the in-scope information technology
                process products and services in line with the generally accepted
                practices of leading providers of such products and services. Supplier’s
                obligations with respect to Technology and Business Process Evolution
                apply not only to the Services performed by Supplier, but also to
                its
                support of related information technology and business processes
                and
                functions performed by or for Hercules and the Eligible Recipients.
                Technology and Business Process Evolution includes: (i) higher capacity,
                further scaling and commercializing of business processes, more efficient
                and scalable business processes, new versions and types of applications
                and systems/network software, new business or IT processes, and new
                types
                of hardware and communications equipment that will enable Supplier
                to
                perform the Services more efficiently and effectively as well as
                enable
                Hercules and the Eligible Recipients to meet and support their business
                requirements and strategies and (ii) any change to the Equipment,
                Software
                or methodologies used to provide the Services that is necessary to
                bring
                that function, Equipment or Software or those methodologies into
                line with
                the Hercules Standards and/or current industry standards.
                

            


    

     

    
      	
              (110)

            	
              “Technology
                and Business Process Plan”
                has the meaning given in Section
                9.5(d)
                of
                the Agreement.

            


    

     

    
      	
              (111)

            	
              “Term”
                has the meaning given in Article
                3.

            


    

     

    
      	
              (112)

            	
              “Termination
                Assistance Services”
                means the termination/expiration assistance requested by Hercules
                to allow
                the Services to continue without interruption or adverse effect and
                to
                facilitate the orderly transfer of the Services to Hercules or its
                designee, as such assistance is further described in Section
                4.4
                and Schedule
                I.

            


    

     

    
      	
              (113)

            	
              “Termination
                Charge”
                means the termination charges payable by Hercules upon termination
                pursuant to Section
                20.2
                of
                the Agreement, as set forth in Schedule
                N.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	
              (114)

            	
              “Third
                Party Contracts”
                means all agreements between third parties and Hercules, an Eligible
                Recipient or Supplier (or Supplier’s Subcontractors or Affiliates) that
                have been or will be used to provide the Services to the extent a
                Party
                has financial or operational responsibility for such contracts under
                Schedule
                E
                or
                Schedule
                J.1.
                Third Party Contracts shall include all such agreements in effect
                as of
                the Commencement Date, those as to which the costs are included in
                the
                Hercules Base Case, and those as to which Supplier received reasonable
                notice and/or reasonable access prior to the Commencement Date. Third
                Party Contracts also shall include those third party agreements entered
                into by or for Hercules, an Eligible Recipient or Supplier (or Supplier’s
                Subcontractors or Affiliates) after the Commencement Date to the
                extent a
                Party has financial or operational responsibility for such Third
                Party
                Contracts under Schedule
                E
                or
                Schedule
                J.1.

            


    

     

    
      	
              (115)

            	
              “Third
                Party Materials”
                means intellectual property, Third Party Software or other Materials
                that
                are owned by third parties and provided under license to Supplier
                (or its
                Affiliates or Subcontractors) or Hercules (or the Eligible Recipients)
                and
                that have been or will be used to provide or receive the
                Services.

            


    

     

    
      	
              (116)

            	
              “Third
                Party Software”
                means all Software products (and all modifications, replacements,
                Upgrades, enhancements, documentation, materials and media related
                thereto) that are provided under license or lease to Supplier or
                Hercules
                or an Eligible Recipient that have been or will be used to provide
                or
                receive the Services to the extent a Party has financial or operational
                responsibility for such Software products under Schedule
                E
                or
                Schedule
                J.1.
                Third Party Software shall include all such programs or programming
                in use
                or required to be used as of the Commencement Date, including those
                set
                forth in Schedule
                B,
                those as to which the license, maintenance or support costs are included
                in the Hercules Base Case, and those as to which Supplier received
                reasonable notice and/or access prior to the Commencement Date. Third
                Party Software also shall include all such programs or programming
                licensed and/or leased after the Commencement Date to the extent
                a Party
                has financial or operational responsibility for such Third Party
                Software
                under Schedule
                E
                or
                Schedule
                J.1.

            


    

     

    
      	
              (117)

            	
              “Transition
                Milestone”
                has the meaning given in Section
                4.2(b)
                of
                the Agreement.

            


    

     

    
      	
              (118)

            	
              “Transition
                Period”
                means the period that commences on the Effective Date and expires
                11:59:59
                p.m., Eastern Time, on the date specified for the completion of the
                Transition Services as specified in the Transition Plan, unless expressly
                extended in writing by Hercules.

            


    

     

    
      	
              (119)

            	
              “Transition
                Plan”
                means the outline set forth in Schedule
                H
                and the detailed plan developed pursuant to Section
                4.2
                of
                the Agreement.

            


    

     

    
      	
              (120)

            	
              “Transition
                Services”
                means the services, functions and responsibilities described in
                Section
                4.2
                of
                the Agreement and the Transition Plan to be performed by Supplier
                during
                the Transition Period.

            


    

     

    
      	
              (121)

            	
              “Upgrade”
                and its derivatives means the updates, renovations, enhancements,
                additions and/or new versions or releases of Software or Equipment
                by
                Supplier. Unless otherwise agreed, financial responsibility for the
                costs,
                fees and expenses associated with an Upgrade of Software or Equipment
                shall be allocated between the Parties in accordance with Section
                6.4
                and Schedule
                J.

            


    

     

    
      	
              (122)

            	
              “Yearly
                Performance Weighted Average”
                means, with respect to each Critical Service Level for which there
                was a
                Service Level Default during the preceding Contract Year, the average
                of
                the Supplier’s average monthly performances in the Critical Service Level
                during the preceding Contract Year.


            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    Hercules

     

      

     

    Schedule
      B

     

     

     

    Software

     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Schedule
      B

     

    Software

     

    


     

    This
      is
Schedule
      B
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    Certain
      Hercules Provided Software:

     

    Citrix

    Oracle

    Windows
      2000 and 2003

    MS
      Office

    SAP

    Lotus
      Notes

    Telaert

    HP
      OV

    MOM

    Remedy

    MS
      SMS

    Dell
      Open
      Manager

    HP
      NNM

    Whatsup
      Gold

    Bindview

    PGP

    Navisphere

    Maestro

    Oracle
      Enterprise Management

    Object
      Manager

    Visual
      Networks

    Lotus
      Notes Administrator

    VM
      Center

    


    Other
      Software to be identified during the Transition Period and inventoried in a
      database or spreadsheet. The Parties acknowledge and agree that this list is
      not
      all inclusive.

    


     

    Supplier
      Provided Software: 

     

    myDashboard

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    


    


    


     

    Hercules

     

    


     

    Schedule
      C

     

    


     

    Key
      Supplier Personnel

     

    


     

    and

     

    


     

    Competitive
      Restrictions

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      C.1

     

    KEY
      SUPPLIER PERSONNEL

     

    


     

    This
      is
Schedule
      C.1
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    In
      accordance with Section
      8.1
      of the
      Agreement, the following positions shall be held by Key Supplier Personnel
      and
      the Key Supplier Personnel listed for each such position are approved as
of
      the
      Effective Date. 

     

    

      
        	
                Position

              	
                Name
                  of

                Key
                  Supplier Personnel

              	
                Committed
                  Period

              	
                Location

              
	
                Supplier
                  Relationship Manager**

              	
                Vijay
                  Verma

              	
                12
                  Months

              	
                U.S.

              
	
                Supplier
                  Account Manager

              	
                *

              	
                18
                  Months

              	
                U.S.

              
	
                Service
                  Delivery Manager

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead - Unix

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead - Wintel

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead - DC Ops

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead SAP Basis

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead Tier II Services

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead Helpdesk & End User Computing

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead Security

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Track
                  Lead Architect

              	
                *

              	
                18
                  Months

              	
                India

              
	
                Program
                  Manager

              	
                *

              	
                18
                  Months

              	
                Delaware

              


      

       

    

    Several
      of the track lead positions above may be performed by a single Supplier
      Personnel, but no one individual may perform more than three (3) positions
      above.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    *
      The Key Supplier Personnel names will be provided within 30 days of the
      Effective Date.

     

    **
      Part-time as needed

     

    


     

    SCHEDULE
      C.2

     

    COMPETITIVE
      RESTRICTIONS

     

    


     

    This
      is
Schedule
      C.2
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    As
      of the
      Effective Date, the following positions are subject to the restrictions
      described in Section
      8.4(d):

     

    
      	
              Position

            
	
              All
                positions relating to Key Supplier
                Personnel

            


    

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

    


     

     

    


     

     

    Hercules

     

     

    


     

     

    Schedule
      D

     

     

    


     

     

    Subcontractors
      

     

     

    and
      

     

     

    Managed
      Third Parties

     

     

    


     

     

    


     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      D.1

    


    SUBCONTRACTORS

    


     

    This
      is
Schedule
      D.1
      to the
      Master Professional Services Agreement between Hercules and Supplier (the
“Agreement”).
      Unless otherwise expressly defined herein, the capitalized terms used herein
      shall have the meaning assigned to them in the Agreement. 

     

    The
      Supplier may utilize the following Subcontractors to perform the services
      described below in accordance with Section
      9.13
      of the
      Agreement: 

     

    


     

    
      	
              Subcontractor

            	
              Functional
                Service Area

            	
              Description/Scope
                of Services

            	
              Location

            
	
              None
                

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    SCHEDULE
      D.2

    


    MANAGED
      THIRD PARTIES

    


     

    This
      is
Schedule
      D.2
      to the
      Master Professional Services Agreement between Hercules and Supplier (the
“Agreement”).
      Unless otherwise expressly defined herein, the capitalized terms used herein
      shall have the meaning assigned to them in the Agreement. 

     

    


     

    
      	
              Fully
                Managed Third Parties

            	 
	
              None,
                as of the Effective Date

            	 
	
              Generally
                Managed Third Parties

            	 
	
              Telecommunications
                providers, including Sprint, Excel Communications, and others designated
                by Hercules

            	 
	
              Avaya

            	 
	
              Cisco

            	 
	
              HP

            	 
	
              Dell

            	 
	
              Hercules
                approved vendors providing dispatched services (e.g., workstation
                and
                other information technology support) at Hercules designated
                locations

            	 
	
              SAP

            	 
	
              BMC
                (including Remedy support)

            	 
	
              IBM
                (including Lotus Notes support)

            	 
	
              Citrix

            	 
	
              Microsoft

            	 
	
              EMC

            	 
	
              Other
                third parties as agreed during the Transition Period

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    


     

    


     

    


     

    Hercules

     

    SCHEDULE
      E

     

    


     

    


     

    


     

    STATEMENT
      OF WORK

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



     

    SCHEDULE
      E

     

    Statement
      of Work

    This
      is
Schedule
      E
      to the
      Master Professional Services Agreement by and between Hercules and Supplier.
      All
      capitalized terms and acronyms used but not defined in this Schedule
      E
      will
      have the meanings given them in the Agreement.

    


    
      	
              I.

            	
              General

            


    

    


    Supplier
      shall perform the Services pursuant to the Agreement (including the Staffing
      Assurances set forth in Schedule
      J)
      and
      subject to the following: 

    


    
      	 	
              1.

            	
              To
                the extent Services are characterized to be provided to Hercules,
                such
                Services will also be provided to the Eligible Recipients. References
                to
                Hercules will be deemed to also be references to Eligible
                Recipients.

            


    

    


    
      	 	
              2.

            	
              The
                specific Services described in each Statement of Work Schedule attached
                to
                this Schedule
                E
                (e.g., Schedules
                E.1,
                and E.2)
                are certain Services Hercules may require and Supplier shall perform
                under
                the Agreement. During the Transition Period, the Parties intend to
                revise
                and refine the specific Statements of Work set forth in this Schedule
                E
                as
                mutually agreed. 

            


    

    


    
      	 	
              3.

            	
              The
                Hercules Relationship Manager (or his or her designee) may prioritize
                Services and identify other new or additional work activities that
                could
                be performed by Supplier Personnel with the skills and experiences
                described herein or as otherwise required under the Agreement, subject
                to
                the other provisions of the Agreement.


            


    

    


    
      	 	
              4.

            	
              Supplier
                shall provide the Services as necessary in order to satisfy the Service
                Levels and in accordance with the Policy and Procedures Manual, the
                then
                current Hercules Standards as described in Section
                9.5
                in
                the Agreement, applicable Laws (in accordance with Section
                15.7
                of
                the Agreement), and as directed by Hercules from time to time. Supplier
                shall manage and perform the Services in a tightly integrated manner
                and
                fully cooperate with any Hercules Third Party Contractor providing
                business process or application development and maintenance services.
                For
                the avoidance of doubt, the foregoing requires using Hercules’ Remedy
                Application.

            


    

    


    
      	 	
              5.

            	
              Supplier
                shall provide the Services as
                they may evolve and be supplemented and enhanced during the Term
                of the
                Agreement due to changes in applicable Laws, technologies and Hercules’
                business needs.

            


    

    


    
      	 	
              6.

            	
              Nothing
                herein shall limit Supplier’s obligations to meet the Staffing Assurances
                described in Schedule
                J.

            


    

    


    
      	
              II.

            	
              Supplier
                Personnel

            


    

    


    Supplier
      shall provide Supplier Personnel in accordance with the Agreement. Before
      assigning proposed Supplier Personnel that are track leaders or perform service
      desk Services, whether as an initial assignment or a subsequent assignment,
      Supplier shall (i) verify that such Supplier Personnel meets the requirements
      of
      the Agreement, (ii) notify Hercules of the proposed assignment, (iii) provide
      reasonable opportunity for Hercules representatives to interview (in-person
      or
      through a conference call) the individual, and (iv) provide Hercules with a
      resume and such other information about the individual as may be reasonably
      requested by Hercules. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    If
      Hercules in good faith objects to any proposed assignment or the proposed
      individual does not meet the applicable requirements, the Parties shall attempt
      to resolve that situation on a mutually agreeable basis. If the Parties have
      not
      been able to resolve that situation within five (5) business days of Hercules
      communicating its concerns to Supplier, Supplier shall not assign the individual
      to that position and shall propose to Hercules the assignment of another
      individual meeting the applicable requirements in accordance with the
      Agreement. 

     

    


    
      	
              III.

            	
              Other
                Requirements and Services

            


    

    


    Supplier
      shall provide at no Charge: (i) one (1) part-time senior service director,
      and
      (ii) other senior personnel that will participate in governance activities
      pursuant to Schedule
      S.
      The
      Parties acknowledge and agree that such individual are in addition to and not
      set forth in Schedule
      J.
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


     

    


    


    


    


    


    


    SCHEDULE
      E.1

    


    


    IT
      Infrastructure 

    


    


    Statement
      of Work

    


     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    


    


    Statement
      of Work

    


    


    
      	
              Function

            	
              Page

            
	
              INTRODUCTION

            	
              4

            
	 	 
	
              UNIX
                SERVER OPERATIONS AND SUPPORT

            	
              8

            
	 	 
	
              MS
                WINDOWS SERVER OPERATIONS AND SUPPORT

            	
              12

            
	 	 
	
              STORAGE
                OPERATIONS AND SUPPORT

            	
              17

            
	 	 
	
              COMMAND
                CENTER OPERATIONS

            	
              22

            
	 	 
	
              HELPDESK
                SUPPORT

            	
              24

            
	 	 
	
              CLIENT
                SUPPORT SERVICES

            	
              26

            
	 	 
	
              DESKTOP
                / LAPTOP / PRINTER BREAK/FIX

            	
              26

            
	 	 
	
              DATA
                NETWORK SUPPORT

            	
              28

            
	 	 
	
              VOICE
                NETWORK SUPPORT

            	
              32

            
	 	 
	
              MESSAGING
                SUPPORT

            	
              33

            
	 	 
	
              SYSTEM
                DATABASE SERVICES

            	
              36

            
	
              INFORMATION
                SECURITY

            	
              39

            
	 	 
	
              DISASTER
                RECOVERY / BCP

            	
              41

            
	 	 
	
              VENDOR
                MANAGEMENT

            	
              43

            
	 	 
	
              SAP
                BASIS ENGINEERING AND SUPPORT

            	
              44

            


    

    


    


    This
      is
Schedule
      E.1
      to the
      Master Professional Services Agreement by and between Hercules and Supplier.
      All
      capitalized terms and acronyms used but not defined in this Schedule
      E.1
      will
      have the meanings given them in the Agreement. 

    


    Definitions

     

    A.   “Center
      of Excellence”
      means a Supplier group of employees that maintain a central repository of
      knowledge on IT technology related topics including best practices in IT
      management that may be consulted with from time to time by Supplier employees
      on
      behalf of Hercules, at no charge to Hercules. 

     

    B.   “Hercules
      Data Center”
      means the Hercules Facility that is a central data center where most computers
      are housed and maintained and running primarily Applications used to run the
      business. 

     

    C.   “Enterprise
      Help Desk”
      means the help desk service provided remotely by Supplier under this Agreement.
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    D.   “Hands
      and Feet Support”
      means third party provided personnel who are located a the remote site and
      available to perform simple tasks like changing tapes and installing
      cables.

     

    E.   “High
      Availability Environment”
      means a computer System that for business reasons must be kept available for
      use
      for a greater percentage of available hours than other Systems.


     

    F.   “ITIL”
      shall mean Information Technology Infrastructure Library, an industry standard
      which provides a framework for infrastructure process
      definition.

     

    G.   “LAN”
      shall mean local area network

     

    H.   “Projects”
      has the meaning given in Section 4.5 of the
      Agreement.

     

    I.   “Level
      1 Support”
      shall mean support of functional, operational and technical requests fielded
      directly by Hercules personnel. Supplier shall respond to user inquiries and
      requests for Services. Supplier shall provide user assistance and problem
      resolution per assigned Service request tickets received from the help desk
      or
      problem reports. Level 1 help desk teams are the recipients of the first call
      from the Hercules’s applications user community. Level 1 Support personnel
      answer the telephone, receive email notifications, or receive voice response
      unit routed calls, solve the problem or perform initial problem diagnosis,
      and
      generate problem tickets.

     

    J.   “Level
      2 Support”
      shall mean the resolution of technical, functional and operational questions,
      (including and not limited to configuration and setup changes, enabling features
      and functionality, and performance improvement, which exceed the capabilities
      of
      Level 1 support personnel. Such unresolved level 1 tickets will be passed on
      to
      the Level 2 team for performing more detailed problem identification, diagnosis
      and isolation; impact analysis; resolution options and viable effective
      solution.

     

    K.   “Level
      3 Support”
      shall mean the resolution of technical, functional and operational questions,
      (including and not limited to code change, configuration and setup changes,
      enabling features and functionality, extensions and customization deployment)
      and performance improvement, which exceed the capabilities of, Level 1 and
      Level
      2 Support personnel. Final changes to the production environment will be as
      per
      the Hercules approved Change Control Procedures.

     

    L.   “Maintenance”
      shall mean the modifications required to ensure each item of the Supported
      Applications continues to provide the existing business and technical
      functionality. Such Services are included in the base scope of work of the
      Services

     

    M.   “Management
      Processes”
      means a set of processes and procedures consistently adhered to the performance
      of the Services provided under the Agreement

     

    N.   “
      OMC”
      shall mean operations management center, a centralized command center to operate
      all Hercules data centers from one or two automated
      locations.

     

    O.   “Problem
      Management”
      means a defined process root cause identification and elimination to prevent
      future reoccurrences. 

     

    P.   “Project
      Request Process”
      means the process for requesting, defining and initiating a Project and will
      be
      fully described in the process control document.

     

    Q.   “SME”
      shall mean subject matter expert.

     

    R.   “SOP”
      shall mean standard operating procedure, a document that delineates operating
      procedure for infrastructure management.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    S.   “Systems
      Management Tools“
      means tools provided and maintained by Supplier at that are used to remotely
      monitor Hercules’ systems and diagnose and or predict
      failure.

     

    T.   “TCO”
      shall mean total cost of ownership

     

    U.   “UAT”
      shall mean user acceptance testing. 

     

    V.   “WAN”
      shall mean wide area network

     

    Introduction

     

    


    This
      Statement of Work (“SOW”) work to be performed by Supplier for Hercules.


    Service
      Description Summary/Scope of Work

    The
      scope
      of Services includes the Functional Service Areas identified in this SOW
      (“Current Scope”). The Services will also include certain Projects referenced in
      this SOW (“In Scope Projects”) and described more fully in this Schedule.


    


    Supplier’s
      efforts shall include execution of all tasks outlined in this summary, which
      tasks are detailed in the following sections and the attached tasks lists,
      and
      performance to the Service Levels detailed in a separate section.

    


    The
      Services include:

    


    
      	  	
              Datacenter
                Operations & Support.

            


    

    
      	  	
              Help
                Desk

            


    

    
      	  	
              Global
                Client Support & Services (Tier -2
                support)

            


    

    
      	  	
              Data
                Network Operations and Support

            


    

    
      	  	
              Voice
                Network Operations and Support

            


    

    
      	  	
              Messaging
                Support

            


    

    
      	  	
              Information
                Security

            


    

    
      	  	
              System
                Database Services

            


    

    
      	  	
              Architectural
                Services

            


    

    
      	  	
              SAP
                Basis

            


    

     

    Service
      Description Principles

    Supplier
      will be responsible for delivery of Services for all in scope Functional Service
      Areas.

    


    Participation
      of SMEs for all Services for cross-functional teams is a Supplier requirement
      to
      be performed by Supplier.

    


    Project
      Management and Execution

    Hercules’
      current infrastructure team performs both support, operational and Project
      work.
      Supplier will perform Projects in accordance with the Agreement.

    


    All
      Project requests will be initiated via a Project request process and the Project
      scope, deliverables and responsibilities will be mutually discussed and signed
      off by the Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    For
      any
      of the Projects which require a skill set that is outside the scope of this
      SOW,
      Supplier may be required to temporarily augment its staff, either onsite or
      at a
      Supplier Facility, for such Projects. Such augmentation will be agreed in
      writing in advance by Hercules prior to execution. In case the Project
      requirement involves extraordinary scope change, then it will be discussed
      and
      scoped separately as per the Change Control Procedures.

    


    


    Service
      Level Agreements

    Hercules
      and Supplier have agreed to Service Levels set forth in Schedule G.


    


    


    Resource
      baselines

    The
      Resource Baselines are set forth in Schedules J and M.

    


    


    Tools 

    Below
      is
      a subset of the infrastructure tools currently used by Hercules to manage and
      support the Hercules IT Infrastructure. It is assumed that the Supplier will
      have all responsibility for lifecycle maintenance of the below tool set
      (exclusive of Software / Equipment acquisition & maintenance cost, other
      than such costs assumed by Supplier at Supplier Facilities).

    


    
      	 	
              •

            	
              Telaert

            


    

    
      	 	
              •

            	
              HP
                OV

            


    

    
      	 	
              •

            	
              MOM

            


    

    
      	 	
              •

            	
              Remedy

            


    

    
      	 	
              •

            	
              MS
                SMS

            


    

    
      	 	
              •

            	
              Dell
                Open Manager

            


    

    
      	 	
              •

            	
              HP
                NNM

            


    

    
      	 	
              •

            	
              Whatsup
                Gold

            


    

    
      	 	
              •

            	
              Bindview

            


    

    
      	 	
              •

            	
              PGP

            


    

    
      	 	
              •

            	
              Navisphere

            


    

    
      	 	
              •

            	
              Maestro

            


    

    
      	 	
              •

            	
              Oracle
                Enterprise Management

            


    

    
      	 	
              •

            	
              Object
                Manager

            


    

    
      	 	
              •

            	
              Visual
                Networks

            


    

    
      	 	
              •

            	
              Lotus
                Notes Administrator

            


    

    
      	 	
              •

            	
              Virsa
                

            


    

    
      	 	
              •

            	
              VM
                Center

            


    

    


    


    The
      Supplier should leverage the investment made by Hercules in the current tool
      set. Supplier shall introduce its own tools, if any, pursuant to the Agreement.
      

    


    


    SOX
      Compliance

     

    Supplier’s
      responsibilities regarding Sarbanes Oxley is set forth in the Agreement.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

      

    

     

    Management
      Processes

    


    Supplier's
      responsibilities will consist of the following processes consistent with the
      ITIL framework:

     

    
      	
              a.

            	
              Availability
                management is the process for coordinating the appropriate skills
                and
                information, and implementing tools and procedures required to manage
                the
                availability of interactive networks and their supporting hardware
                and
                software components;

            


    

     

     

    
      	
              b.

            	
              Batch
                management is the process for controlling production batch work including
                the scheduling of resources, the processing of data and transactions
                and
                the distribution of data output/information between Authorized Users;
                and
                

            


    

     

     

     

    Hercules
      will provide current, available documentation at the Effective Date relative
      to
      how the environment is managed by Hercules which will be the minimal operating
      standard instructions on what, when and how to schedule and recover batch jobs
      and which will be included in the Policy and Procedures Manual; and


     

     

     

    Supplier
      will perform and control batch setup and scheduling in accordance with the
      Policy and Procedures Manual; and

     

     

    
      	
              c.

            	
              Capacity
                management is the process for the proactive development, maintenance
                and
                communication of tactical and strategic plans by the Parties to verify
                that the operating environments accommodate Hercules's growing or
                changing
                business requirements; 

            


    

     

     

    
      	
              d.

            	
              Change
                management is the process for the planning, testing, coordinating,
                implementing and monitoring of changes affecting service delivery
                and the
                operating environments without adversely impacting service delivery;
                

            


    

     

     

    
      	
              e.

            	
              Quality
                management is the process by which the integrity of Hercules’s IT
                computing environment is ensured. This is a function that applies
                across
                all other processes and includes both auditing of process execution
                to
                ensure Service Level is achieved, as well as ensuring that appropriate
                testing occurs during Software development
                activities

            


    

     

     

    
      	
              f.

            	
              Configuration
                management is the process for monitoring, implementing and maintaining
                hardware and Software configurations and maintaining current lists
                and
                diagrams of system configurations. Supplier will provide revised
                configuration documentation for those components for which Supplier
                has
                responsibility to Hercules, upon Hercules's reasonable request;
                

            


    

     

     

    
      	
              g.

            	
              Inventory
                management is the process for maintaining a controlled, audited record
                of
                the Supplier and Hercules Equipment and Software (incoming and outgoing)
                for those environments for which Supplier is providing Services;
                and
                

            


    

     

     

    this
      activity includes tracking by machine model, serial number and location,
      maintaining available configuration data and providing necessary information
      for
      provision of hardware and Software maintenance by Supplier or as necessary
      for
      Supplier to manage such maintenance provided by third party vendors, as
      applicable;

     

     

    
      	
              h.

            	
              Performance
                management is the process for proactive monitoring, measuring, analyzing
                and remediating or mitigating to meet or exceed the current Service
                Levels
                and reporting on the same. Where warranted, Supplier may recommend
                that
                Hercules changes to Hercules owned or leased and/or out of scope
                hardware
                and Software to enable system performance improvement;
                

            


    

     

     

    
      	
              i.

            	
              Problem
                management is the process for identifying, recording, tracking, and
                correcting and identifying root cause analysis for issues impacting
                service delivery, recognizing and remediating or
                mitigating

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    recurring
      problems, addressing procedural issues and containing or minimizing the impact
      of problems that occur;

     

     

    
      	
              j.

            	
              Incident
                management is the process for responding to and addressing incident
                notifications received either from end-users (through the Help Desk),
                IT
                remote support personnel, or from automated Systems Management Tools
                that
                notify the Command Center of infrastructure events. Incident Management
                is
                distinct and different from Problem Management in that it focuses
                primarily on the efficient restoration of service, whereas Problem
                Management is focused on root cause identification and elimination
                to
                prevent future reoccurrences..

            


    

     

     

    
      	
              k.

            	
              The
                Change Control Process is the process by which users ask for changes
                to
                the environment which are driven by a change in needs and not by
                a problem
                or malfunction.

            


    

     

     

    
      	
              l.

            	
              Recovery
                management is the process for planning, establishing, testing and
                periodically updating the recovery procedures required to re-establish
                the
                functionality of systems included in the Services in the event of
                a system
                failure; the intent of this process is to anticipate and minimize
                the
                impact of Systems resource failure through the development of predefined,
                documented procedures and Software/hardware recovery capabilities;
                and
                

            


    

     

     

    Hercules
      and Supplier will agree on and periodically update the procedures for recovery.
      The Policy and Procedures Manual will contain such current
      procedures.

     

    


    4  Description
      of Services

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    Unix
      Server Operations and Support

     

    


    Description
      of Service:

    


    
      	
              Technical
                Platform

            
	
              Operating
                Systems   HP
                UX, Windows, 

              IBM
                Mainframe

              Database                  
                Oracle,
                SQL

              Storage                     
                SAN,
                Tape backup

              Applications            
                SAP,
                Multiple others

              Systems
                Management HP
                OV, MOM, What’s-up Gold

               

                  

              •HP-UX
                Servers

               

            


    

    


    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for UNIX Operations. The table captures the role and responsibilities
      for Supplier and Hercules in delivering these services. Supplier would deliver
      the Unix servers as a unified team supporting both the Hercules datacenter
      environment. 

    


    
      	 	
              TASK
                LIST - Enterprise UNIX Servers & Engineering UNIX
                Servers

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Installation,
                Upgrading & Configuration Of Servers.

            	
               

            	
               

            
	
              2. 

            	
              H/W
                Installation in RACKS 

            	
              Y

            	
               

            
	
              3. 

            	
              Network
                connectivity of systems

            	
              Y

            	
               

            
	
              4. 

            	
              Connection
                of server to console

            	
              Y

            	
               

            
	
              5. 

            	
              Operating
                system installation/upgrade

            	
              Y

            	
               

            
	
              6. 

            	
              Firmware
                upgrade

            	
              Y

            	
               

            
	
              7. 

            	
              Network
                configuration and fine Tuning.

            	
              Y

            	
               

            
	
              8. 

            	
              File
                system configuration

            	
              Y

            	
               

            
	
              9. 

            	
              Tools
                Installation

            	
              Y

            	
               

            
	
              10. 

            	
              System
                customizations to application requirements

            	
              Y

            	
               

            
	
              11. 

            	
              Startup
                and shutdown scripts setup , changes & administration

            	
              Y

            	
               

            
	
              12. 

            	
              Server
                configuration documentation and CMDB 

            	
              Y

            	
              Y 

            
	
              13. 

            	
              Add
                server to storage dashboard monitor 

            	
              Y

            	
               

            
	
              14. 

            	
              Procedures
                Documentation

            	
              Y

            	
               

            
	
              15. 

            	
              User
                Administration 

            	
               

            	
               

            
	
              16. 

            	
              Add/modify/delete
                users

            	
              Y

            	
               

            
	
              17. 

            	
              Customize
                user account environment

            	
              Y

            	
               

            
	
              18. 

            	
              Create/delete
                home directories.

            	
              Y

            	
               

            
	
              19. 

            	
              Disk
                & Storage Administration.

            	
               

            	
               

            
	
              20. 

            	
              Adding
                and removing disks in SAN and NAS

            	
              Y

            	
               

            
	
              21. 

            	
              Adding
                and removing disks in DAS

            	
              Y

            	
               

            
	
              22. 

            	
              Installation
                and configuration of disk device drivers

            	
              Y

            	
               

            
	
              23. 

            	
              Storage
                troubleshooting and administration (SAN & NAS)

            	
              Y

            	
               

            
	
              24. 

            	
              Storage
                troubleshooting and administration (DAS)

            	
              Y

            	
               

            
	
              25. 

            	
              Configuring
                disk arrays and RAID levels (SAN & NAS)

            	
              Y

            	
               

            
	
              26. 

            	
              Configuring
                disk arrays and RAID levels (DAS)

            	
              Y

            	
               

            
	
              27. 

            	
              Disk
                and file systems cleanups

            	
              Y

            	
               

            
	
              28. 

            	
              File
                system administration

            	
              Y

            	
               

            
	
              29. 

            	
              Setting
                up of disk quotas at OS level

            	
              Y

            	
               

            
	
              30. 

            	
              Setting
                up of disk quotas at SAN level

            	
              Y

            	
               

            
	
              31. 

            	
              Dual
                pathing setup and maintenance at server level

            	
              Y

            	
               

            
	
              32. 

            	
              Dual
                pathing setup and maintenance at SAN level

            	
              Y

            	
               

            
	
              33. 

            	
              Disk
                and Storage - Management System - Hardware and Software
                I/M/A/C/D

            	
               Y

            	
               

            
	
              34. 

            	
              Service
                Management

            	
               

            	
               

            
	
              35. 

            	
              Planning
                NIS/NIS+/DNS/NFS/LDAP/sendmail layouts

            	
              Y

            	
               

            
	
              36. 

            	
              Guidelines
                for NIS/NIS+/DNS/NFS environments

            	
              Y

            	
               

            
	
              37. 

            	
              I/M/A/C/D
                support for all services

            	
              Y

            	
               

            
	
              38. 

            	
              Patch
                Administration

            	
               

            	
               

            
	
              39. 

            	
              Intentionally
                blank

            	 	 
	
              40. 

            	
              Patch
                Management I/M/A/C/D 

            	
              Y

            	
               

            
	
              41. 

            	
              Patch
                maintenance and troubleshooting - Keeping up-to-date patch-levels
                as per
                policies.

            	
              Y

            	
               

            
	
              42. 

            	
              Package
                administration

            	
               Y

            	
               

            
	
              43. 

            	
              Backup
                and restore

            	
               

            	 
	
              44. 

            	
              Installation
                and configuration of server backup software. 

            	
              Y

            	
               

            
	
              45. 

            	
              Troubleshoot
                backup and restore issues

            	
              Y

            	
               

            
	
              46. 

            	
              Install
                and configure backup client software (incl. scheduling)

            	
              Y

            	
               

            
	
              47. 

            	
              Monitor
                backup

            	
              Y

            	
               

            
	
              48. 

            	
              Administer
                and troubleshoot backup and restore server issues

            	
              Y

            	
               

            
	
              49. 

            	
              Administer
                and troubleshoot backup and restore client issues

            	
              Y

            	
               

            
	
              50. 

            	
              Tape
                and optical library handling and management

            	
              Y

            	
               

            
	
              51. 

            	
              On-site
                and off-site tape media management

            	
              Y

            	
               

            
	
              52. 

            	
              Capacity
                Planning

            	
               

            	
               

            
	
              53. 

            	
              Capacity
                planning of servers and storages

            	
              Y

            	 
	
              54. 

            	
              Alert
                capacity problems

            	
              Y

            	
               

            
	
              55. 

            	
              Monitor
                capacity parameters (CPU, memory, disk utilization)

            	
              Y 

            	
               

            
	
              56. 

            	
              Server-Security
                Administration

            	
               

            	
               

            
	
              57. 

            	
              Defining
                Server Security Policies

            	 	
               Y

            
	
              58. 

            	
              OS
                Hardening

            	
              Y

            	
               

            
	
              59. 

            	
              Security
                patch updates

            	
              Y

            	
               

            
	
              60. 

            	
              Port
                management , /etc/services

            	
              Y

            	
               

            
	
              61. 

            	
              Troubleshooting
                server security Issues

            	
              Y

            	
               

            
	
              62. 

            	
              Device
                Management

            	
               

            	
               

            
	
              63. 

            	
              Installing
                and configuring new devices

            	
              Y

            	
               

            
	
              64. 

            	
              Managing
                device driver software

            	
              Y

            	
               

            
	
              65. 

            	
              Administration
                and troubleshooting of devices.

            	
              Y

            	
               

            
	
              66. 

            	
              Scripts
                Maintenance

            	
               

            	
               

            
	
              67. 

            	
              Develop
                routine shell scripts for day-to-day administration

            	
              Y

            	
               

            
	
              68. 

            	
              Maintaining
                and troubleshooting shell scripts.

            	
              Y

            	
               

            
	
              69. 

            	
              Develop
                routine perl scripts for day-to-day administration

            	
              Y

            	
               

            
	
              70. 

            	
              Maintaining
                and troubleshooting perl scripts & cronjobs

            	
              Y

            	
               

            
	
              71. 

            	
              Systems
                Network & Remote Console Management

            	
               

            	
               

            
	
              72. 

            	
              Initial
                Setup and Certification - Infrastructure Remote Admin (Hardware,
                Software,
                Connectivity).

            	
              Y

            	
               

            
	
              73. 

            	
              I/M/A/C/D
                Infrastructure Remote Admin (Hardware and Software).

            	
              Y

            	
               

            
	
              74. 

            	
              Infrastructure
                Remote Admin (Hardware and Software). Procedures and Documentation.
                

            	
              Y

            	
               

            
	
              75. 

            	
              Printer
                Management

            	
               

            	
               

            
	
              76. 

            	
              Add
                and remove of new print queues

            	
              Y

            	
               

            
	
              77. 

            	
              Administration
                & Troubleshooting print issues on Unix servers

            	
              Y

            	
               

            
	
              78. 

            	
              Syslog
                and Log Management

            	
               

            	
               

            
	
              79. 

            	
              Troubleshooting
                based on syslog and/or Openview Console

            	
              Y

            	
               

            
	
              80. 

            	
              Setting
                up of Syslog server

            	
              Y

            	
               

            
	
              81. 

            	
              Administration
                and troubleshooting of Syslog server

            	
              Y

            	
               

            
	
              82. 

            	
              Licensing

            	
               

            	
               

            
	
              83. 

            	
              Installing
                and configuring licenses

            	
               Y

            	
               

            
	
              84. 

            	
              Troubleshooting
                and maintaining license issues.

            	
              Y

            	
               

            
	
              85. 

            	
              Obtain
                licenses from OEM

            	
              Y

            	
               

            
	
              86. 

            	
              Obtain
                licenses from Hercules

            	
              Y 

            	 
	
              87. 

            	
              License
                Management within CMDB

            	
              Y

            	
               

            
	
              88. 

            	
              High
                Availability / Failover (to be executed jointly with
                OEM)

            	 	 
	
              89. 

            	
              Installation
                and setup of High Availability and/or Failover. 

            	
               Y

            	
               

            
	
              90. 

            	
              Intentionally
                blank

            	 	 
	
              91. 

            	
              Third-level
                support to High Availability and/or Failover.

            	
              Y

            	
               

            
	
              92. 

            	
              Day-to-day
                administration of High Availability environments

            	
              Y

            	
               

            
	
              93. 

            	
              Monitoring
                health checks and logs in High Availability environment 

            	
              Y

            	
               

            
	
              94. 

            	
              Troubleshooting
                High Availability environment

            	
              Y

            	
               

            
	
              95. 

            	
              H/W
                Maintenance.

            	
              Y

            	
               

            
	
              96. 

            	
              Vendor
                (OEM) coordination to install hardware

            	
               Y

            	
               

            
	
              97. 

            	
              Vendor
                (OEM) coordination to troubleshoot and fix hw issues

            	
              Y

            	
               

            
	
              98. 

            	
              Server
                performance management.

            	 	
               

            
	
              99. 

            	
              Analyzing
                & Troubleshooting Performance alerts like CPU , Swap , File system
                bottlenecks.

            	
               Y

            	
               

            
	
              100. 

            	
              Maintaining
                and troubleshooting performance related kernel and system
                parameters.

            	
              Y

            	
               

            
	
              101. 

            	
              Documentation

            	 	
               

            
	
              102. 

            	
              System
                management documentation

            	
               Y

            	
               

            
	
              103. 

            	
              Service
                management documentation

            	
              Y

            	
               

            
	
              104. 

            	
              Tool
                management documentation

            	
              Y

            	
               

            
	
              105. 

            	
              Scripts
                documentation

            	
              Y

            	
               

            
	
              106. 

            	
              Server
                configuration documentation (for each server)

            	
              Y

            	
               

            
	
              107. 

            	
              Process
                related activities

            	 	
               

            
	
              108. 

            	
              Attending
                department meetings and conference-calls

            	
              Y 

            	
               

            
	
              109. 

            	
              Participation
                as SME in cross-functional project teams

            	
              Y

            	 
	
              110. 

            	
              Problem
                ticket management 

            	
              Y

            	
               

            
	
              111. 

            	
              Weekly
                status reports

            	
              Y

            	
               

            
	
              112. 

            	
              Uptime
                reports

            	
              Y

            	
               

            
	
              113. 

            	
              Service
                level reports

            	
              Y

            	
               

            
	
              114. 

            	
              Escalation
                of issues to management

            	
              Y

            	
               

            
	
              115. 

            	
              Change
                Management

            	 	 
	
              116. 

            	
              Initiate
                change request

            	
               Y

            	
               

            
	
              117. 

            	
              Approve
                change request

            	 	
              Y 

            
	
              118. 

            	
              Implement
                change

            	
              Y

            	 
	
              119. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              120. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              121. 

            	
              Other
                Services

            	 	 
	
              122. 

            	
              Renew
                hardware/software support contracts

            	 	
              Y

            
	
              123. 

            	
              Specify
                on site spares needed to meet Service Levels

            	
              Y

            	
               

            
	
              124. 

            	
              Arrange
                to procure on site spares needed

            	
              Y

            	 
	
              125. 

            	
              Verify
                proper licenses exist for OS and layered products

            	 	
              Y

            
	
              126. 

            	
              Obtain
                proper licenses for OS and layered products

            	 	
              Y

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    MS
      Windows Server Operations and Support

     

    


    Description
      of Service

    MS
      Windows server operations and support will include plan, build, run and fix
      approximately 275 Microsoft
      servers. These servers are utilized as file/print servers, infrastructure
      servers, domain controllers, network specialty devices, Lotus Notes and
      application servers. Name resolution services including DNS and WINS are a
      part
      of the infrastructure servers. The servers are distributed worldwide with a
      concentration of application servers in the Wilmington Hercules Facility.
      Hercules owns the Windows servers.

    


    1. The
      MS
      Windows server environment has the following technologies. All of the business
      Windows servers are owned by Hercules. 

    
      	
              Technical
                Platform

            
	
              CPU’s
                running MS Windows OS with DAS and NAS storage

              Rack
                servers

              Windows
                2000

              Windows
                2003

              Windows
                NT 4

              Blade
                Servers

              SAN
                and NAS

            


    

    


    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for Windows Servers. Supplier will have a unified team for providing
      MS
      Windows Operations and support for these servers. The table captures the role
      and responsibilities for Supplier and Hercules in delivering these services.
      

    


    
      	 	
              MS
                Windows Servers Operations and Support

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Installation/Upgrade
                & Configuration

            	
               

            	
               

            
	
              2. 

            	
              Network
                configuration

            	
              Y

            	
               

            
	
              3. 

            	
              Connection
                of server to console

            	
              Y

            	
               

            
	
              4. 

            	
              Firmware
                installation/upgrade

            	
              Y

            	
               

            
	
              5. 

            	
              Operating
                system installation/upgrade

            	
              Y

            	
               

            
	
              6. 

            	
              File
                system configuration

            	
              Y

            	
               

            
	
              7. 

            	
              Tools
                Installation

            	
              Y

            	
               

            
	
              8. 

            	
              System
                customization to application

            	
              Y

            	
               

            
	
              9. 

            	
              Startup
                & shutdown scripts, setup & Admin

            	
              Y

            	
               

            
	
              10. 

            	
              Complete
                server configuration document

            	
              Y

            	
               

            
	
              11. 

            	
              Update
                server checklist

            	
              Y

            	
               

            
	
              12. 

            	
              Add
                server to dashboard monitor

            	
              Y

            	
               

            
	
              13. 

            	
              User
                Administration

            	
              Y

            	
               

            
	
              14. 

            	
              Add/modify/delete
                users

            	
              Y

            	
               

            
	
              15. 

            	
              Customize
                user account environment

            	
              Y

            	
               

            
	
              16. 

            	
              Create/delete
                home directories.

            	
              Y

            	
               

            
	
              17. 

            	
              Intentionally
                blank

            	
              Y

            	
               

            
	
              18. 

            	
              Intentionally
                blank

            	
              Y

            	
               

            
	
              19. 

            	
              Share
                folder management

            	
              Y

            	
               

            
	
              20. 

            	
              Server
                Disk & Storage Administration.

            	
              Y

            	
               

            
	
              21. 

            	
              Adding
                and removing disks 

            	
              Y

            	
               

            
	
              22. 

            	
              Installation
                and configuration of disk drivers

            	
              Y

            	
               

            
	
              23. 

            	
              Storage
                troubleshooting and administration 

            	
              Y

            	
               

            
	
              24. 

            	
              Configuring
                disk arrays and RAID Levels 

            	
              Y

            	
               

            
	
              25. 

            	
              Disk
                and file systems cleanups

            	
              Y

            	
               

            
	
              26. 

            	
              File
                system administration

            	
              Y

            	
               

            
	
              27. 

            	
              Setting
                up of disk quotas 

            	
              Y

            	
               

            
	
              28. 

            	
              Setting
                up directory / folder shares

            	
              Y

            	
               

            
	
              29. 

            	
              Adding
                and removing disks 

            	
              Y

            	
               

            
	
              30. 

            	
              Storage
                troubleshooting and administration 

            	
              Y

            	
               

            
	
              31. 

            	
              Configuring
                disk arrays and RAID levels 

            	
              Y

            	
               

            
	
              32. 

            	
              Dual
                pathing setup and maintenance 

            	
              Y

            	
               

            
	
              33. 

            	
              Setup
                and administration of shadow imaging

            	
              Y

            	
               

            
	
              34. 

            	
              Monitor
                disk usage

            	
              Y

            	
               

            
	
              35. 

            	
              DHCP
                Server

            	
               

            	
               

            
	
              36. 

            	
              DHCP
                server installation 

            	
              Y

            	
               

            
	
              37. 

            	
              DHCP
                service management

            	
              Y

            	
               

            
	
              38. 

            	
              DHCP
                scope activation

            	
              Y

            	
               

            
	
              39. 

            	
              DHCP
                scope option definition/administration

            	
              Y

            	
               

            
	
              40. 

            	
              WINS
                Server

            	
               

            	
               

            
	
              41. 

            	
              WINS
                server installation and configuration

            	
              Y

            	
               

            
	
              42. 

            	
              WINS
                service monitoring

            	
              Y

            	
               

            
	
              43. 

            	
              WINS
                database consistency checking

            	
              Y

            	
               

            
	
              44. 

            	
              WINS
                replication management

            	
              Y

            	
               

            
	
              45. 

            	
              DNS
                to WINS integration mgmt.

            	
              Y

            	
               

            
	
              46. 

            	
              Static
                ( IP Address ) mapping creation 

            	
              Y

            	
               

            
	
              47. 

            	
              DNS

            	
               

            	
               

            
	
              48. 

            	
              DNS
                server installation and configuration

            	
              Y

            	
               

            
	
              49. 

            	
              Setting
                up and populating DNS host tables

            	
              Y

            	
               

            
	
              50. 

            	
              DNS
                record management (Add, Modify, Delete)

            	
              Y

            	
               

            
	
              51. 

            	
              Aging
                and scavenging management 

            	
              Y

            	
               

            
	
              52. 

            	
              AD
                DNS integration management

            	
              Y

            	
               

            
	
              53. 

            	
              DNS
                replication service mgmt.

            	
              Y

            	
               

            
	
              54. 

            	
              Troubleshooting
                DNS server issues

            	
              Y

            	
               

            
	
              55. 

            	
              Web
                Server

            	
               

            	
               

            
	
              56. 

            	
              Install
                / configure Web servers

            	
              Y

            	
               

            
	
              57. 

            	
              Add/Modify/Remove
                Websites

            	
              Y

            	
               

            
	
              58. 

            	
              Intentionally
                blank

            	 	
               

            
	
              59. 

            	
              Web
                server troubleshooting

            	
              Y

            	
               

            
	
              60. 

            	
              FTP
                Server

            	
              Y

            	
               

            
	
              61. 

            	
              Install
                / configure FTP servers

            	
              Y

            	
               

            
	
              62. 

            	
              Add/Modify/Remove
                FTP sites

            	
              Y

            	
               

            
	
              63. 

            	
              Intentionally
                blank

            	 	
               

            
	
              64. 

            	
              FTP
                server troubleshooting

            	
              Y

            	
               

            
	
              65. 

            	
              Patch
                Administration

            	
              Y

            	
               

            
	
              66. 

            	
              Testing
                and implementation of patches

            	
              Y

            	
               

            
	
              67. 

            	
              Patch
                maintenance - keeping up-to-date patch-Levels

            	
              Y

            	
               

            
	
              68. 

            	
              Service
                pack deployments

            	
              Y

            	
               

            
	
              69. 

            	
              Citrix
                Package Administration

            	
               

            	
               

            
	
              70. 

            	
              Planning
                and developing package deployment

            	
              Y

            	
               

            
	
              71. 

            	
              Add
                or Remove packages and applications

            	
              Y

            	
               

            
	
              72. 

            	
              Maintain
                and troubleshoot package Issues.

            	
              Y

            	
               

            
	
              73. 

            	
              Capacity
                Planning

            	
               

            	
               

            
	
              74. 

            	
              Alert
                customer of capacity problems

            	
              Y

            	
               

            
	
              75. 

            	
              Capacity
                planning of servers and storages (CPU, Memory, Disk utilizations,
                etc)

            	
              Y

            	
               

            
	
              76. 

            	
              Add
                server to storage snapshot monitor

            	
              Y

            	
               

            
	
              77. 

            	
              Intentionally
                blank

            	 	
               

            
	
              78. 

            	
              Intentionally
                blank

            	 	
               

            
	
              79. 

            	
              Intentionally
                blank

            	 	
               

            
	
              80. 

            	
              Intentionally
                blank

            	 	
               

            
	
              81. 

            	
              Device
                Management

            	
               

            	
               

            
	
              82. 

            	
              Installing
                and configuring devices

            	
              Y

            	
               

            
	
              83. 

            	
              Managing
                device driver software

            	
              Y

            	
               

            
	
              84. 

            	
              Tools
                Administration

            	
               

            	
               

            
	
              85. 

            	
              Intentionally
                blank

            	 	
               

            
	
              86. 

            	
              Agent
                installation and configuration

            	
              Y

            	
               

            
	
              87. 

            	
              Installations
                of monitoring tools

            	
              Y

            	
               

            
	
              88. 

            	
              Scripts
                Maintenance

            	
               

            	
               

            
	
              89. 

            	
              Develop
                routine scripts for day-to-day admin

            	
              Y

            	
               

            
	
              90. 

            	
              Maintaining
                and troubleshooting scripts

            	
              Y

            	
               

            
	
              91. 

            	
              Log-on
                script definitions for users

            	
              Y

            	
               

            
	
              92. 

            	
              Services
                Management

            	
               

            	
               

            
	
              93. 

            	
              Active
                Directory service

            	
              Y

            	
               

            
	
              94. 

            	
              Replication
                services

            	
              Y

            	
               

            
	
              95. 

            	
              Systems
                Network Management

            	
               

            	
               

            
	
              96. 

            	
              Configuring
                network services on server

            	
              Y

            	
               

            
	
              97. 

            	
              Routing
                administration and troubleshooting

            	
              Y

            	
               

            
	
              98. 

            	
              Troubleshooting
                NIC and network h/w issues at server Level

            	
              Y

            	
               

            
	
              99. 

            	
              Troubleshooting
                system N/W issues

            	
              Y

            	
               

            
	
              100. 

            	
              Printer
                Management

            	
               

            	
               

            
	
              101. 

            	
              Administering
                print queues

            	
              Y

            	
               

            
	
              102. 

            	
              Troubleshooting
                print issues on Windows servers

            	
              Y

            	
               

            
	
              103. 

            	
              Defining
                new print queues

            	
              Y

            	
               

            
	
              104. 

            	
              Defining
                new print servers

            	
              Y

            	
               

            
	
              105. 

            	
              Event
                Log Management (System)

            	
               

            	
               

            
	
              106. 

            	
              Troubleshooting
                based on system event log

            	
              Y

            	 
	
              107. 

            	
              Licensing

            	
               

            	
               

            
	
              108. 

            	
              Installing
                and configuring licenses

            	
              Y

            	
               

            
	
              109. 

            	
              Troubleshooting
                and maintaining licenses

            	
              Y

            	
               

            
	
              110. 

            	
              Obtain
                licenses from OEM

            	
               

            	
              Y

            
	
              111. 

            	
              Obtain
                licenses from Hercules

            	
              Y

            	
              Y 

            
	
              112. 

            	
              License
                management 

            	
              Y

            	
               

            
	
              113. 

            	
              High
                Availability

            	
               

            	
               

            
	
              114. 

            	
              Installation
                and setup of High Availability Environment

            	
              Y

            	
               

            
	
              115. 

            	
              Support
                to High Availability

            	
              Y

            	
               

            
	
              116. 

            	
              Day-to-day
                administration of High Availability environments

            	
              Y

            	
               

            
	
              117. 

            	
              Monitoring
                health checks and logs in availability environment 

            	
              Y

            	
               

            
	
              118. 

            	
              Troubleshooting
                High Availability environment

            	
              Y

            	
               

            
	
              119. 

            	
              H/W
                Maintenance.

            	
               

            	
               

            
	
              120. 

            	
              Vendor
                (OEM) coordination to install hardware

            	
              Y

            	
               

            
	
              121. 

            	
              Vendor
                (OEM) coordination to troubleshoot and fix hardware Issues

            	
              Y

            	
               

            
	
              122. 

            	
              Server
                Performance

            	
               

            	
               

            
	
              123. 

            	
              Maintaining
                system parameters

            	
              Y

            	
               

            
	
              124. 

            	
              Windows
                services management

            	
              Y

            	
               

            
	
              125. 

            	
              Disk
                space and paging space management

            	
              Y

            	
               

            
	
              126. 

            	
              Enterprise
                Server Administration

            	
               

            	
               

            
	
              127. 

            	
              Setup
                and configuration

            	
              Y

            	
               

            
	
              128. 

            	
              Enterprise
                platform administration

            	
              Y

            	
               

            
	
              129. 

            	
              Individual
                domain administration

            	
              Y

            	
               

            
	
              130. 

            	
              Day-to-day
                monitoring and troubleshooting

            	
              Y

            	
               

            
	
              131. 

            	
              Defining
                and managing trust relationship

            	
              Y

            	
               

            
	
              132. 

            	
              Adding
                /removing/modifying trust relationship

            	
              Y

            	
               

            
	
              133. 

            	
              Server
                Migration

            	
               

            	
               

            
	
              134. 

            	
              Design/engineer
                server consolidations and migrations

            	
              Y

            	
               

            
	
              135. 

            	
              Documentation
                for Process Updates

            	
               

            	
               

            
	
              136. 

            	
              System
                management documentation for process updates

            	
              Y

            	
               

            
	
              137. 

            	
              Service
                management documentation

            	
              Y

            	
               

            
	
              138. 

            	
              Tool
                management documentation

            	
              Y

            	
               

            
	
              139. 

            	
              Scripts
                documentation

            	
              Y

            	
               

            
	
              140. 

            	
              Server
                configuration documentation (for each server)

            	
              Y

            	
               

            
	
              141. 

            	
              Process
                related activities

            	
               

            	
               

            
	
              142. 

            	
              Problem
                ticket management (Low, Medium and High tickets)

            	
              Y

            	
               

            
	
              143. 

            	
              Problem
                ticket management (urgent tickets)

            	
              Y

            	
               

            
	
              144. 

            	
              Change
                ticket management (remotely possible)

            	
              Y

            	
               

            
	
              145. 

            	
              Change
                ticket management (onsite preferred)

            	
              Y

            	
               

            
	
              146. 

            	
              Weekly
                status reports

            	
              Y

            	
               

            
	
              147. 

            	
              Uptime
                reports

            	
              Y

            	
               

            
	
              148. 

            	
              Service
                Levels reports

            	
              Y

            	
               

            
	
              149. 

            	
              Escalation
                of issues to customer management

            	
              Y

            	
               

            
	
              150. 

            	
              Antivirus
                Management

            	
               

            	
               

            
	
              151. 

            	
              Implementing
                and configuring antivirus package for Servers

            	
              Y

            	
               

            
	
              152. 

            	
              Deploying
                periodic DAT file updates on servers

            	
              Y

            	
               

            
	
              153. 

            	
              Removing,
                cleaning and replacing infected files

            	
              Y

            	
               

            
	
              154. 

            	
              Installation
                antivirus on nodes.

            	
              Y

            	
               

            
	
              155. 

            	
              Disaster
                Recovery Management

            	
               

            	
               

            
	
              156. 

            	
              Designing
                the disaster recovery management 

            	
              Y

            	
              Y 

            
	
              157. 

            	
              Test
                the results on development environment

            	
              Y

            	
               

            
	
              158. 

            	
              Implementation
                of the planned structure

            	
              Y

            	
               

            
	
              159. 

            	
              Monitoring
                and troubleshooting the architecture

            	
              Y

            	
               

            
	
              160. 

            	
              Load
                Balancing

            	
               

            	
               

            
	
              161. 

            	
              Planning
                load balances for services

            	
              Y

            	
               

            
	
              162. 

            	
              Implement
                and monitoring load balancing

            	
              Y

            	
               

            
	
              163. 

            	
              Backup
                & Restore

            	
               

            	
               

            
	
              164. 

            	
              Backup
                and restore

            	
              Y 

            	 
	
              165. 

            	
              Installation
                and configuration of server side backup software.

            	
              Y

            	 
	
              166. 

            	
              Troubleshoot
                backup and restore issues

            	
              Y

            	 
	
              167. 

            	
              Install
                and configure backup client software (incl. scheduling)

            	
              Y

            	 
	
              168. 

            	
              Monitor
                backup

            	
              Y

            	 
	
              169. 

            	
              Administer
                and troubleshoot backup and restore server issues

            	
              Y

            	 
	
              170. 

            	
              Administer
                and troubleshoot backup and restore client issues

            	
              Y

            	 
	
              171. 

            	
              Tape
                library handling and management

            	
              Y

            	 
	
              172. 

            	
              On-site
                and off-site tape media management

            	
              Y

            	
               

            
	
              173. 

            	
              Alert
                management for each backup schedules

            	
              Y

            	
               

            
	
              174. 

            	
              Change
                Management

            	
               

            	
               

            
	
              175. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              176. 

            	
              Approve
                change management request

            	 	
              Y

            
	
              177. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              178. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              179. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              180. 

            	
               Other
                Services

            	
               

            	
               

            
	
              181. 

            	
              Set
                up backup schedule and monitor backup

            	
               Y

            	
               

            
	
              182. 

            	
              Add
                server to storage dashboard monitor

            	
              Y

            	 
	
              183. 

            	
              Monitor
                storage usage for capacity planning

            	
              Y

            	 
	
              184. 

            	
              Install,
                configure, schedule, and monitor virus scan

            	
              Y

            	 
	
              185. 

            	
              Update
                list of hardware and software for support contract renewal

            	
              Y

            	 
	
              186. 

            	
              Renew
                hardware/software support contracts

            	 	
              Y

            
	
              187. 

            	
              Specify
                on site spares needed to meet Service Levels

            	
              Y

            	 
	
              188. 

            	
              Arrange
                to procure on site spares needed

            	 	
              Y

            
	
              189. 

            	
              Verify
                properly licenses exist for OS and layered products

            	
              Y

            	 
	
              190. 

            	
              Obtain
                proper licenses for OS and layered products

            	 	
              Y

            
	
              191. 

            	
              For
                all vendor management aspects 

            	
              Y

            	
              Y

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

      

    

    


    Storage
      Operations and Support

     

    Description
      of Services

    Storage
      Operations and Support includes EMC technology. Hercules Datacenter Environments
      has storage devices attached. Support activities include managing disk zones,
      disk adds, SAN script modifications and disk & server virtualization, among
      others.

    


    
      	
              Technical
                Platform

            
	
              Data
                Center 

            
	
              Enterprise
                Data Center

            
	
              EMC
                Storage

            


    

    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for Storage Operations Tower - SAN & NAS. The table captures the
      role and responsibilities for Supplier and Hercules in delivering these
      Services. Any New storage frame installation will be undertaken by the OEM
      and
      handed over to the Supplier for support.

    


    Roles
      & Responsibilities - SAN Support

    


    
      	 	
              Task
                List - SAN

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Intentionally
                blank

            	 	
               

            
	
              2. 

            	
              Intentionally
                blank

            	 	
               

            
	
              3. 

            	
              Storage
                Fabric Build

            	
               

            	
               

            
	
              a. 

            	
              Disk
                and Storage - Management System - Hardware and Software
                I/M/A/C/D

            	
              Y

            	 
	
              4. 

            	
              Storage
                fabric logical planning and verification

            	
              Y

            	
               

            
	
              5. 

            	
              Storage
                fabric physical planning and Verification

            	
              Y

            	
               

            
	
              6. 

            	
              Rack
                Installation for fabric equipments 

            	
              Y

            	 
	
              7. 

            	
              Storage
                fabric switches software validation

            	
              Y

            	
               

            
	
              8. 

            	
              Planning
                of zone configurations

            	
              Y

            	
               

            
	
              9. 

            	
              Configure
                IP addresses, domain and core PID for fabric switches

            	
              Y

            	
               

            
	
              10. 

            	
              Storage
                fabric cabling

            	
              Y

            	
               

            
	
              11. 

            	
              Server
                to switch cabling

            	
              Y

            	
               

            
	
              12. 

            	
              Connecting
                storage fabric inter-switches 

            	
              Y

            	
               

            
	
              13. 

            	
              Connecting
                hosts on the storage infrastructure

            	
              Y

            	
               

            
	
              14. 

            	
              Storage
                ports configuration

            	
              Y

            	
               

            
	
              15. 

            	
              Nomenclature
                of storage switches 

            	
              Y

            	
               

            
	
              16. 

            	
              Setting
                up storage switch ID's

            	
              Y

            	
               

            
	
              17. 

            	
              Documenting
                storage attached fabric devices

            	
              Y

            	
               

            
	
              18. 

            	
              Fabric
                manager installation

            	
              Y 

            	 
	
              19. 

            	
              Configuring
                web browser with fabric manager

            	
              Y

            	 
	
              20. 

            	
              Storage
                switches installation

            	
               Y

            	 
	
              21. 

            	
              Configuration
                of storage switches(core/edge)

            	
              Y

            	 
	
              22. 

            	
              Storage
                Infrastructure Build

            	
               

            	
               

            
	
              23. 

            	
              Validating
                fabric configurations

            	
              Y

            	
               

            
	
              24. 

            	
              Creating
                storage domain

            	
              Y

            	
               

            
	
              25. 

            	
              Physical
                Deployment and Acclimatization of \

              Storage
                Array

            	
               Y

            	 
	
              26. 

            	
              Drives
                Population as Per requirements

            	
               Y

            	 
	
              27. 

            	
              FA/RA
                installation

            	
               Y

            	 
	
              28. 

            	
              Configuring
                cache settings

            	
               Y

            	 
	
              29. 

            	
              Configuring
                storage access control

            	
              Y

            	
               

            
	
              30. 

            	
              Creating
                storage domain

            	
              Y

            	
               

            
	
              31. 

            	
              Binding
                LUN's (Logical Unit Number)

            	
              Y

            	
               

            
	
              32. 

            	
              Assigning
                clone private LUN's

            	
              Y

            	
               

            
	
              33. 

            	
              HBA
                drivers installation

            	
              Y

            	
               

            
	
              34. 

            	
              Activating
                load balancing & mirroring 

              features
                for HBA's

            	
              Y

            	
               

            
	
              35. 

            	
              Installing
                Navisphere agents 

            	
              Y

            	
               

            
	
              36. 

            	
              Assigning
                storage to hosts

            	
              Y

            	
               

            
	
              37. 

            	
              Configuring
                failover settings

            	
              Y

            	
               

            
	
              38. 

            	
              Creating
                and Configuring Storage Groups

            	
              Y

            	
               

            
	
              39. 

            	
              Verifying
                drives in device manager

            	
              Y

            	
               

            
	
              40. 

            	
              Initializing
                storage disks

            	
              Y

            	
               

            
	
              41. 

            	
              Creating
                and formatting partitions

            	
              Y

            	
               

            
	
              42. 

            	
              Creation
                of BIN File

            	
               Y

            	 
	
              43. 

            	
              Storage
                Monitoring

            	
               

            	
               

            
	
              44. 

            	
              Probe

            	
              Y

            	
               

            
	
              45. 

            	
              Pings

            	
              Y

            	
               

            
	
              46. 

            	
              Scans

            	
              Y

            	
               

            
	
              47. 

            	
              Storage
                sub-systems performances

            	
              Y

            	
               

            
	
              48. 

            	
              Fabric
                performances

            	
              Y

            	
               

            
	
              49. 

            	
              Switch
                performance

            	
              Y

            	
               

            
	
              50. 

            	
              Usage
                monitoring

            	
              Y

            	
               

            
	
              51. 

            	
              Assets
                monitoring

            	
              Y

            	
               

            
	
              52. 

            	
              Inter-switch
                links

            	
              Y

            	
               

            
	
              53. 

            	
              Storage
                space

            	
              Y

            	
               

            
	
              54. 

            	
              Storage
                growth rate

            	
              Y

            	
               

            
	
              55. 

            	
              Storage
                Management

            	
               

            	
               

            
	
              56. 

            	
              Switch
                hardware and software configuration 

            	
              Y

            	
               

            
	
              57. 

            	
              Switch
                licensing installation and policy 

              Definition
                

            	
               Y

            	 
	
              58. 

            	
              Switch
                performance setting for ports

            	
               Y

            	 
	
              59. 

            	
              Fabric
                ease-of-management group definition

            	
              Y

            	
               

            
	
              60. 

            	
              Fabric
                Zoning definition

            	
              Y

            	
               

            
	
              61. 

            	
              Fabric
                ISL(Inter switch link) configuration

            	
              Y

            	
               

            
	
              62. 

            	
              Storage
                volume configuration

            	
              Y

            	
               

            
	
              63. 

            	
              LUN
                configuration

            	
              Y

            	
               

            
	
              64. 

            	
              File
                system configuration

            	
              Y

            	
               

            
	
              65. 

            	
              HBA
                configuration

            	
              Y

            	
               

            
	
              66. 

            	
               

            	
               

            	
               

            
	
              67. 

            	
              Performance
                and Capacity Management

            	 	 
	
              68. 

            	
              Perform
                System Performance Review and develop plan

            	
              Y

            	 
	
              69. 

            	
              Perform
                System Capacity Review and develop plan

            	
              Y

            	 
	
              70. 

            	 	 	 
	
              71. 

            	
              Patch
                Administration

            	 	 
	
              72. 

            	 	 	 
	
              73. 

            	
              Patch
                Management I/M/A/C/D 

            	
              Y

            	 
	
              74. 

            	
              Patch
                maintenance and troubleshooting - Keeping up-to-date patch-levels
                as per
                policies.

            	
              Y

            	 
	
              75. 

            	
              Package
                administration

            	
              Y

            	 
	
              76. 

            	 	 	 
	
              77. 

            	
              Remote
                Management

            	 	 
	
              78. 

            	
              Initial
                Setup and Certification - Infrastructure Remote Admin (Hardware,
                Software,
                Connectivity).

            	
              Y

            	 
	
              79. 

            	
              I/M/A/C/D
                Infrastructure Remote Admin (Hardware and Software).

            	
              Y

            	 
	
              80. 

            	
              Infrastructure
                Remote Admin (Hardware and Software). Procedures and Documentation.
                

            	
              Y

            	 
	
              81. 

            	
              Process
                related activities

            	 	 
	
              82. 

            	
              Attending
                department meetings and conference-calls

            	
              Y

            	 
	
              83. 

            	
              Participation
                as SME in cross-functional project teams

            	
              Y

            	 
	
              84. 

            	
              Problem
                ticket management 

            	
              Y

            	 
	
              85. 

            	
              Weekly
                status reports

            	
              Y

            	 
	
              86. 

            	
              Uptime
                reports

            	
              Y

            	 
	
              87. 

            	
              Service
                level reports

            	
              Y

            	 
	
              88. 

            	
              Escalation
                of issues to management

            	
              Y

            	 
	
              89. 

            	
              Change
                Management

            	 	 
	
              90. 

            	
              Initiate
                change request

            	
              Y

            	 
	
              91. 

            	
              Approve
                change request

            	
              Y

            	 
	
              92. 

            	
              Implement
                change

            	
              Y

            	 
	
              93. 

            	
              Verify
                change ticket

            	
              Y

            	 
	
              94. 

            	
              Close
                change ticket

            	
              Y

            	 
	
              95. 

            	
              Documentation

            	 	 
	
              96. 

            	
              System
                management documentation

            	
              Y

            	 
	
              97. 

            	
              Service
                management documentation

            	
              Y

            	 
	
              98. 

            	
              Tool
                management documentation

            	
              Y

            	 
	
              99. 

            	
              Scripts
                documentation

            	
              Y

            	 
	
              100. 

            	
              Configuration
                documentation 

            	
              Y

            	 
	
              101. 

            	
              Other
                Services

            	 	 
	
              102. 

            	
              Renew
                hardware/software support contracts

            	
              Y

            	 
	
              103. 

            	
              Specify
                on site spares needed to meet Service Levels

            	
              Y

            	 
	
              104. 

            	
              Arrange
                to procure on site spares needed

            	
              Y

            	 
	
              105. 

            	
              Verify
                proper licenses exist for storage systems and products

            	
              Y

            	 
	
              106. 

            	
              Obtain
                proper licenses for storage systems and products 

            	
              Y

            	 
	
              107. 

            	
              Maintain
                the SAN components of the DR/BCP 

            	
              Y

            	 
	
              108. 

            	
              Intentionally
                blank.

            	
               

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    Roles
      & Responsibilities - NAS Support

    


    
      	 	
              Task
                List -NAS

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              NAS
                Disk and Storage - Management System - Hardware and Software
                I/M/A/C/D

            	
              Y

            	 
	
              2. 

            	
              Filer
                Administration

            	
               

            	
               

            
	
              3. 

            	
              Configuring
                the filer 

            	
              Y

            	
               

            
	
              4. 

            	
              Monitoring
                and maintaining client access to data 

            	
              Y

            	
               

            
	
              5. 

            	
              Monitoring
                and maintaining network access 

            	
              Y

            	
               

            
	
              6. 

            	
              Monitoring
                and maintaining filer hardware 

            	
              Y

            	
               

            
	
              7. 

            	
              Performing
                periodic administration tasks

            	
              Y

            	
               

            
	
              8. 

            	
              Monitoring
                and maintaining client access  

            	
               

            	
               

            
	
              9. 

            	
              Monitor
                client access to data on the filer

            	
              Y

            	
               

            
	
              10. 

            	
              Gathering
                file statistics so that can schedule 

              snapshots
                

            	
              Y

            	
               

            
	
              11. 

            	
              Monitoring
                CIFS access so that can identify 

              potential
                security problems

            	
              Y

            	
               

            
	
              12. 

            	
              Maintain
                client access

            	
               

            	
               

            
	
              13. 

            	
              Configuring
                volumes and Q trees to 

              accommodate
                the needs of Windows and UNIX 

              clients
                

            	
              Y

            	
               

            
	
              14. 

            	
              Configuring
                volumes so that there is enough 

              disk
                space for data 

            	
              Y

            	
               

            
	
              15. 

            	
              Configuring
                RAID groups to maintain maximum 

              data
                availability 

            	
              Y

            	
               

            
	
              16. 

            	
              Configuring
                snapshots so that data is 

              recoverable
                in case of accidental deletions 

            	
              Y

            	
               

            
	
              17. 

            	
              H/W
                Maintenance.

            	
               

            	
               

            
	
              18. 

            	
              Vendor
                coordination to install hardware 

            	
              Y

            	
               

            
	
              19. 

            	
              Vendor
                coordination to troubleshoot and fix hw 

              Issues

            	
              Y

            	
               

            
	
              20. 

            	
              Vendor
                coordination to troubleshoot and fix 

              software
                issues

            	
              Y

            	
               

            
	
              21. 

            	
              Performance
                and Capacity Management

            	 	 
	
              22. 

            	
              Perform
                System Performance Review and develop plan

            	
              Y

            	 
	
              23. 

            	
              Perform
                System Capacity Review and develop plan

            	
              Y

            	 
	
              24. 

            	
              Patch
                Administration

            	 	 
	
              25. 

            	 	 	 
	
              26. 

            	
              Patch
                Management I/M/A/C/D 

            	
              Y

            	 
	
              27. 

            	
              Patch
                maintenance and troubleshooting - Keeping up-to-date patch-levels
                as per
                policies.

            	
              Y

            	 
	
              28. 

            	
              Package
                administration

            	
              Y

            	 
	
              29. 

            	
              Remote
                Management

            	 	 
	
              30. 

            	
              Initial
                Setup and Certification - Infrastructure Remote Admin (Hardware,
                Software,
                Connectivity).

            	
              Y

            	 
	
              31. 

            	
              I/M/A/C/D
                Infrastructure Remote Admin (Hardware and Software).

            	
              Y

            	 
	
              32. 

            	
              Infrastructure
                Remote Admin (Hardware and Software). Procedures and Documentation.
                

            	
              Y

            	 
	
              33. 

            	
              Process
                related activities

            	 	 
	
              34. 

            	
              Attending
                department meetings and conference-calls

            	
              Y

            	 
	
              35. 

            	
              Participation
                as SME in cross-functional project teams

            	
              Y

            	 
	
              36. 

            	
              Problem
                ticket management 

            	
              Y

            	 
	
              37. 

            	
              Weekly
                status reports

            	
              Y

            	 
	
              38. 

            	
              Uptime
                reports

            	
              Y

            	 
	
              39. 

            	
              Service
                level reports

            	
              Y

            	 
	
              40. 

            	
              Escalation
                of issues to management

            	
              Y

            	 
	
              41. 

            	
              Change
                Management

            	 	 
	
              42. 

            	
              Initiate
                change request

            	
              Y

            	 
	
              43. 

            	
              Approve
                change request

            	
              Y

            	 
	
              44. 

            	
              Implement
                change

            	
              Y

            	 
	
              45. 

            	
              Verify
                change ticket

            	
              Y

            	 
	
              46. 

            	
              Close
                change ticket

            	
              Y

            	 
	
              47. 

            	
              Documentation

            	 	 
	
              48. 

            	
              System
                management documentation

            	
              Y

            	 
	
              49. 

            	
              Service
                management documentation

            	
              Y

            	 
	
              50. 

            	
              Tool
                management documentation

            	
              Y

            	 
	
              51. 

            	
              Scripts
                documentation

            	
              Y

            	 
	
              52. 

            	
              Configuration
                documentation 

            	
              Y

            	 
	
              53. 

            	
              Other
                Services

            	 	 
	
              54. 

            	
              Renew
                hardware/software support contracts

            	
              Y

            	 
	
              55. 

            	
              Specify
                on site spares needed to meet Service Levels

            	
              Y

            	 
	
              56. 

            	
              Arrange
                to procure on site spares needed

            	
              Y

            	 
	
              57. 

            	
              Verify
                proper licenses exist for storage systems and products

            	
              Y

            	 
	
              58. 

            	
              Obtain
                proper licenses for storage systems and products 

            	
              Y

            	 
	
              59. 

            	
              Maintain
                the NAS components of the DR/BCP 

            	
              Y

            	 
	
              60. 

            	
              Vendor
                management - (contracts/licensing/procurement/technical/ billing
                issues)
                

            	
               Y

            	
              Y 

            


    

    


    Note:
      All
      Hercules responsibility around obtaining new or upgrading licenses or sourcing
      services from a third party vendor, if required, will be based on direction
      from
      Supplier.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Command
      Center Operations

     

    


    Description
      of Services

    Command
      Center Operations is responsible for the 24 hours per day X 7 days a week X
      365
      days a year monitoring and other Level 1 operations for the server, storage,
      applications, and network devices. Command Center Operations are responsible
      for
      monitoring, and execution of batch processing, event notification and
      escalation, etc.

    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for the Hercules Datacenter. The table captures the role and
      responsibilities for Supplier and Hercules in delivering these
      Services.

    


    
      	
               

              No.

            	
              Command
                Center Operations

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Monitor
                Data Center facility - from a Facility Management e.g. UPS/AC/HVAC
                etc.
                

            	
              Y

            	 
	
              2. 

            	
              Monitor
                batch schedules for any failures and perform first level
                troubleshooting

            	
              Y

            	 
	
              3. 

            	
              Enter
                incident tickets to arrange and monitor job and schedule failures,
                escalating as required. 

            	
              Y

            	 
	
              4. 

            	
              Track
                service levels, and issue daily production report and shift
                reviews.

            	
              Y

            	 
	
              5. 

            	
              Monitor
                and escalate events/failures 24 X 7 X 365 

            	
              Y

            	 
	
              6. 

            	
              Coordinates
                scheduling of extract, archive, and delete jobs with applications
                functional teams.

            	
              Y

            	 
	
              7. 

            	
              Manage
                and secure backup tapes, optical discs, CDs, DVDs, and other media
                in the
                tape vault on campus/offsite.

            	
              Y

            	 
	
              8. 

            	
              Maintains
                schedules for all batch systems. Modify schedules as needed for holidays
                and special events, and for user requests. Identify potential schedule
                bottlenecks.

            	
              Y

            	 
	
              9. 

            	
              Handle
                ad hoc and permanent schedule changes, including new applications,
                schedules, and jobs.

            	
              Y

            	 
	
              10. 

            	
              Participate
                in change management process along with other Infra team

            	
              Y

            	 
	
              11. 

            	
              Perform
                basic system administration functions such as hardware and software
                inventories, printer configurations, security requests, monthly software
                changes/fixes, annual software upgrades. 

            	
              Y

            	 
	
              12. 

            	
              Produce
                daily production activity reports and shift reviews.

            	
              Y

            	 
	
              13. 

            	
              Produce
                monthly management reports and graphs.

            	
              Y

            	 
	
              14. 

            	
              Primary
                driver of unplanned outage reporting: track outage data, produce
                outage
                root cause analysis and follow-up & action reports (major problem
                reviews). Reporting includes outages by severity and by business
                impact.

            	
              Y

            	 
	
              15. 

            	
              Coordinate
                and process requests to install or remove equipment from the data
                center.
                Prepare facilities requests for the installation of power and
                communications cables, and maintain documentation on power (what
                servers
                are supported by which power distribution units, including power
                specs).

            	
              Y

            	 
	
              16. 

            	
              Gather
                and distribute information for the disaster recovery manual or crisis
                book
                (server inventories, contact information, etc.)

            	
              Y

            	 
	
              17. 

            	
              Track
                and report on various data center metrics. Produce monthly management
                reports and graphs.

            	
              Y

            	 
	
              18. 

            	
              Maintain
                internal procedures, develop internal process improvements, and provide
                formal shift handover at shift changes.

            	
              Y

            	 
	
              19. 

            	
              Manage
                and coordinate the availability of the remote site infrastructure,
                working
                with third party vendors to test, validate, trouble-shoot any
                event.

            	
              Y

            	 
	
              20. 

            	
              Change
                management

            	 	
               

            
	
              21. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              22. 

            	
              Approve
                change request

            	 	
              Y

            
	
              23. 

            	
              Implement
                change

            	
              Y

            	 
	
              24. 

            	
              Verify
                change ticket

            	
              Y

            	 
	
              25. 

            	
              Close
                change ticket

            	
              Y

            	 
	
              26. 

            	
              Intentionally
                blank.

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Helpdesk
      Support

     

    


    Description
      of Service

    Hercules
      wishes to create a single point of contact for all IT inquiries, problems,
      changes and information requests. Hercules’ current helpdesk operations have
      been outsourced to a local provider who performs only a catch and dispatch
      function. Requests to the help desk are entered by end users on the Hercules
      web
      Intranet. Others are received via phone. The Helpdesk will only support calls
      in
      the English language.

    


    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for Helpdesk operations. The table captures the role and
      responsibilities for Supplier and Hercules in delivering these
      Services.

    


    
      	
               

              No

            	
              Helpdesk
                Support

            	
              Supplier

            	
              Hercules

            
	
              1. 

            	
              Incident
                Management

            	
               

            	
               

            
	
              2. 

            	
              Provide
                Helpdesk (support to Hercules End Users)

            	
              Y

            	
               

            
	
              3. 

            	
              Logging
                of end user calls and work requests 

            	
              Y

            	
               

            
	
              4. 

            	
              First
                level call resolution

            	
              Y

            	
               

            
	
              5. 

            	
              Set
                expectation of customer for tickets being dispatched 

            	
              Y

            	
               

            
	
              6. 

            	
              Notification
                and escalation to higher levels of support

            	
              Y

            	
               

            
	
              7. 

            	
              Reporting
                (daily/weekly/monthly)

            	
              Y

            	
               

            
	
              8. 

            	
              First
                level remote desktop management support

            	
              Y

            	
               

            
	
              9. 

            	
              Answer
                / Resolve "How- To" questions 

            	
              Y

            	
               

            
	
              10. 

            	
              Web
                interface to receive request

            	
              Y

            	
               

            
	
              11. 

            	
              Knowledge
                base for end users to query

            	
              Y

            	
               

            
	
              12. 

            	
              Call
                recording for evaluation

            	
              Y

            	
               

            
	
              13. 

            	
              Escalations
                of incidents

            	
              Y

            	
               

            
	
              14. 

            	
              Automated
                ticket status changes to requesters

            	
              Y

            	
               

            
	
              15. 

            	
              Call
                avoidance notification, updating call center greeting to notify all
                callers of current issues and resolutions

            	
              Y

            	
               

            
	
              16. 

            	
              Change
                Management

            	
               

            	
               

            
	
              17. 

            	
              Initiate
                work requests assigned to IT Helpdesk

            	
              Y

            	
               

            
	
              18. 

            	
              Triage
                work requests to appropriate groups

            	
              Y

            	
               

            
	
              19. 

            	
              Manage
                work request process

            	
              Y

            	
               

            
	
              20. 

            	
              Execution
                of approved work requests

            	
              Y

            	
               

            
	
              21. 

            	
              Problem
                Management

            	
               

            	
               

            
	
              22. 

            	
              Initiate
                root cause process

            	
              Y

            	
               

            
	
              23. 

            	
              Update
                knowledge base on finding of solution

            	
              Y

            	
               

            
	
              24. 

            	
              User
                Account management

            	
               

            	
               

            
	
              25. 

            	
              Supported
                applications (custom and standard) account administration and access
                rights

            	
              Y

            	
               

            
	
              26. 

            	
              Creation
                of accounts

            	
              Y

            	
               

            
	
              27. 

            	
              Facilitation
                of approved Account creation / deletion 

            	
              Y

            	
               

            
	
              28. 

            	
              Other
                Activities

            	
               

            	
               

            
	
              29. 

            	
              Vendor
                ticket initiation and coordination

            	
              Y

            	
               

            
	
              30. 

            	
              Conduct
                customer satisfaction surveys and reports

            	
              Y

            	
               

            
	
              31. 

            	
              Follow
                up actions related to customer satisfaction measurements

            	
              Y

            	
               

            
	
              32. 

            	
              Receipt
                and preparation regarding the release to production
                process

            	
              Y

            	
               

            
	
              33. 

            	
              Performance
                measurement 

            	
              Y

            	
               

            
	
              34. 

            	
              Knowledge
                base management 

            	
              Y

            	
               

            
	
              35. 

            	
              Maintain
                call list, management notifications, time keeper function, post
                mortems

            	
              Y

            	
               

            
	
              36. 

            	
              Procurement
                Activities

            	
               

            	
               

            
	
              37. 

            	
              Receiving
                user requests, logging tickets

            	
              Y

            	
               

            
	
              38. 

            	
              Escalation
                to desk-side vendors

            	
              Y

            	
               

            
	
              39. 

            	
              Complete
                follow up with desk-side team

            	
              Y

            	
               

            
	
              40. 

            	
              Intentionally
                blank.

            	 
	
              41. 

            	
              Change
                Management

            	 	 
	
              42. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              43. 

            	
              Approve
                change request

            	
              Y

            	 
	
              44. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              45. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              46. 

            	
              Close
                Change ticket

            	
              Y

            	
               

            
	
              47. 

            	
              Intentionally
                blank.

            	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Client
      Support Services

     

    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for desktop support. The table captures the role and responsibilities
      for Supplier and Hercules in delivering these services. 

    


    
      	
               

              No.

            	
              Client
                Services and Support (End User Computing)

            	
              Supplier

            	
              Hercules

            
	
              1. 

            	
              Desk
                Side Support (Refer to section below task list)

            	
              Y

            	 
	
              2. 

            	
              Hardware
                Break/Fix (Refer to section below task list)

            	
              Y

            	 
	
              3. 

            	
              Tier
                2 Support

            	
              Y

            	 
	
              4. 

            	
              A
                combination of local on-site and remote (dispatched)

            	
              Y

            	 
	
              5. 

            	
              Problems
                which require desk side assistance for resolution

            	
              Y

            	 
	
              6. 

            	
              Desktop/Desk
                side software support and hardware repair

            	
              Y

            	 
	
              7. 

            	
              IMAC
                (install, move, add, change) activity

            	
              Y

            	 
	
              8. 

            	
              On-site
                repair services for all equipment and return of equipment to full
                and
                proper function.

            	
              Y

            	 
	
              9. 

            	
              All
                travel, parts and service labor required to return the hardware to
                full
                and proper working order.

            	
              Y

            	 
	
              10. 

            	
              Loaner
                hardware for use during the repair period as required by Service
                Levels.

            	
              Y

            	 
	
              11. 

            	
              Spare
                management as deemed necessary to maintain Service Levels.

            	
              Y

            	
              Y

            
	
              12. 

            	
              Preventive
                maintenance activities 

            	
              Y

            	 
	
              13. 

            	
              All
                manufacturer’s mandatory engineering changes, upgrades and recalls.
                

            	
              Y

            	 
	
              14. 

            	
              Provide
                LAN troubleshooting and touch services as required.

            	
              Y

            	 
	
              15. 

            	
              Tier
                3 Support

            	 	 
	
              16. 

            	
              Various
                Supplier teams will be supporting the desktop support personnel teams
                in
                case of escalation from Tier 2

            	
              Y

            	 
	
              17. 

            	
              Legacy
                systems and applications

            	
              Y

            	 
	
              18. 

            	
              LAN/WAN
                administration, requests and problems

            	
              Y

            	 
	
              19. 

            	
              Modifications
                to applications and databases

            	
              Y

            	 
	
              20. 

            	
              Providing
                knowledge and support to Tier 1 & Tier 2 support

            	
              Y

            	 
	
              21. 

            	
              Supplemental
                desk side support on standard software product requests.

            	
              Y

            	 
	
              22. 

            	
              Standards
                Management

            	 	 
	
              23. 

            	
              Image
                creation and management

            	
              Y

            	 
	
              24. 

            	
              All
                standard images supported.

            	
              Y

            	 
	
              25. 

            	
              Process
                for updating and deploying standard images.

            	
              Y

            	 
	
              26. 

            	
              Ability
                to support standard shrink wrapped software which is not part of
                a
                standard image.

            	
              Y

            	 
	
              27. 

            	
              Ability
                to remotely push standard software to user workstations over both
                a LAN,
                VPN and dial-up connections.

            	
              Y

            	 
	
              28. 

            	
              Ability
                of user to pull standard software over both a LAN, VPN and dial-up
                connections.

            	
              Y

            	 
	
              29. 

            	
              Ability
                to undertake desktop OS Refresh (OS Refresh of the entire environment
                will
                be treated as a project)

            	
              Y

            	 
	
              30. 

            	
              Define
                maximum number of standard desktop and laptop configurations
                supported.

            	 	
              Y

            
	
              31. 

            	
              Recognition
                and base support of a desktop system as including system unit or
                laptop/docking station, monitor, keyboard, mouse, PDA and network
                attached
                & local printers

            	
              Y

            	 
	
              32. 

            	
              Ability
                to support other desktop hardware peripherals such as multiple PDAs,
                monitors, scanners, CD/DVD writers, plotters, etc. as part of base
                services. 

            	
              Y

            	 
	
              33. 

            	
              Warehouse

            	 	 
	
              34. 

            	
              Responsible
                for providing warehouse space at locations as needed 

            	 	
              Y

            
	
              35. 

            	
              Executing
                users requests (for new PCs/ laptops etc)

            	
              Y

            	 
	
              36. 

            	
              Install,
                Move Add, Change (“I/M/A/C”)

            	 	 
	
              37. 

            	
              Receive
                and execute requests.

            	
              Y

            	 
	
              38. 

            	
              Obtain
                necessary hardware/software and schedule resources.

            	
              Y

            	 
	
              39. 

            	
              Execute
                Install, add or change.

            	
              Y

            	 
	
              40. 

            	
              Execute
                physical move (to be coordinated with the Hercules Facilities
                Department)

            	
              Y

            	 
	
              41. 

            	
              Disconnect
                and reconnect moved desktop equipment

            	
              Y

            	 
	
              42. 

            	
              Backup
                and restore User data as required.

            	
              Y

            	 
	
              43. 

            	
              Configure
                and test hardware as required.

            	
              Y

            	 
	
              44. 

            	
              Load
                software, including base image and applications as
                required.

            	
              Y

            	 
	
              45. 

            	
              Final
                systems test and user acceptance.

            	
              Y

            	 
	
              46. 

            	
              Update
                asset management records and perform asset disposal (if
                needed).

            	
              Y

            	 
	
              47. 

            	
              Post
                completion follow-up.

            	
              Y

            	 
	
              48. 

            	
              Update
                Supplier trouble ticketing records for all issues.

            	
              Y

            	 
	
              49. 

            	
              IMAC
                Reports

            	 	 
	
              50. 

            	
              Quantity
                of client seats

            	
              Y

            	 
	
              51. 

            	
              Quantity/
                types of pending and completed IMAC’s, equipment type
                problem

            	
              Y

            	 
	
              52. 

            	
              Calls,
                and fix requests, software problem calls, or similar software service
                response and fix requests

            	
              Y

            	 
	
              53. 

            	
              Client
                support data (e.g. hardware/software configurations, core software
                builds,
                and software changes)

            	
              Y

            	 
	
              54. 

            	
              Summary,
                trends, and analysis of desktop support requests

            	
              Y

            	 
	
              55. 

            	
              Support
                PDA Synchronization for enterprise applications

              only
                with the desktop for standard devices 

            	
              Y

            	 
	
              56. 

            	
              Coordinate
                and Collect PCs and peripherals from separating employees and redeploy
                as
                needed. In remote offices that have no IT personnel on-site, Supplier
                will
                coordinate with the Hercules designated site contact.

            	
              Y

            	 
	
              57. 

            	
              Change
                Management

            	
               

            	
               

            
	
              58. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              59. 

            	
              Approve
                change request

            	 	
              Y

            
	
              60. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              61. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              62. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              63. 

            	
              Asset
                Disposal

            	
              Y

            	 
	
              64. 

            	
              For
                all vendor management aspects (contracts/licensing/procurement/technical/
                billing issues) 

            	
              Y 

            	 


    

    


    Dispatch
      Support

     

    


    Supplier
      will dispatch support services for Authorized Users using Supplier Personnel
      or
      Managed Third Parties, excluding Authorized Users located in Asia-Pacific,
      Latin
      America, or Canada.

    


    Data
      Network Support

     

    


    Description
      of Service

    Hercules's
      WAN topology carrier provided by Sprint services. MPLS ( Multi-protocol Label
      Switching) is the primary WAN service. Access service into a carrier's MPLS
      cloud can be via traditional access lines such as fractional T1, T1, E1, T3
      and
      others. In some minor cases, carriers also use their frame relay services to
      provide local access from a Hercules site into their MPLS service
      cloud.

    


    • WAN
&
      LAN network at 75 locations

    • Primarily
      Cisco network devices

    • 4
      hour
      part replacement agreement with Cisco, predominant network equipment is from
      Cisco

    


    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for Data Network. The table captures the role and responsibilities
      for
      Supplier and Hercules in delivering these services. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    
      	
               

               

              No.

            	
              Data
                Network Support

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Analysis
                of WAN Tickets

            	
              Y

            	
               

            
	
              2. 

            	
              Asset
                Management

            	
              Y

            	
               

            
	
              3. 

            	
              Understanding
                Business end user requirements w.r.t application response time (with
                assistance from Supplier)

            	 	
              Y

            
	
              4. 

            	
              Automated
                identification of infrastructure links, network end user, and network
                servers to measure business impact

            	
              Y

            	
               

            
	
              5. 

            	
              Automatically
                details inventory down to the port level

            	
              Y

            	
               

            
	
              6. 

            	
              Awareness
                of ports connecting to trunks, switches, routers, and hosts when
                interpreting thresholds

            	
              Y

            	
               

            
	
              7. 

            	
              Backup
                network to keep business up and running

            	
              Y

            	
               

            
	
              8. 

            	
              Bandwidth
                monitoring and optimization on the lease line

            	
              Y

            	
               

            
	
              9. 

            	
              Baseline
                data collection

            	
              Y

            	
               

            
	
              10. 

            	
              Baseline
                reporting on a quarterly basis

            	
              Y

            	
               

            
	
              11. 

            	
              Base
                lining the network

            	
              Y

            	
               

            
	
              12. 

            	
              Cabling
                plant wiring 

            	
               Y

            	
               

            
	
              13. 

            	
              Capacity
                planning

            	
              Y

            	
               

            
	
              14. 

            	
              Capturing
                the routers in NMS (define)

            	
              Y

            	
               

            
	
              15. 

            	
              Configuration
                backup

            	
              Y

            	
               

            
	
              16. 

            	
              Configuring
                links on Helpdesk for alerting & threshold monitoring

            	
              Y

            	
               

            
	
              17. 

            	
              Configuring
                on NMS for data collections

            	
              Y

            	
               

            
	
              18. 

            	
              Consolidates
                trend reports on a regular basis

            	
              Y

            	
               

            
	
              19. 

            	
              Coordination
                for lease line procurement

            	 	
               Y

            
	
              20. 

            	
              Critical
                Port Management

            	
              Y

            	
               

            
	
              21. 

            	
              Device
                hardware maintenance and change

            	
              Y

            	
               

            
	
              22. 

            	
              Device
                installation 

            	
              Y 

            	
               

            
	
              23. 

            	
              Device
                management

            	
              Y

            	
               

            
	
              24. 

            	
              Device
                monitoring 

            	
              Y

            	
               

            
	
              25. 

            	
              Device
                summary: CPU, memory utilization, free memory, buffer
                failure

            	
              Y

            	
               

            
	
              26. 

            	
              Electronically
                capture all configurations, archive, restore if required. For Cisco
                routers/switches = Cisco works or NCM tool

            	
              Y

            	
               

            
	
              27. 

            	
              Equipment
                - configuration, software, hardware changes

            	
              Y

            	
               

            
	
              28. 

            	
              Evaluate
                various broadcast oriented protocols like NETBIOS, NETBEUI & IPXSAP
                and recommend for optimization.

            	
              Y

            	
               

            
	
              29. 

            	
              Event
                handling

            	
              Y

            	
               

            
	
              30. 

            	
              Approve
                appropriate change control processes

            	 	
              Y

            
	
              31. 

            	
              Failure
                analysis of the product.

            	
              Y

            	
               

            
	
              32. 

            	
              Fault
                monitoring

            	
              Y

            	
               

            
	
              33. 

            	
              For
                all vendor management aspects (contracts/licensing/procurement/technical/
                billing issues) - Refer to Vendor Management Section

            	
               Y

            	
               

            
	
              34. 

            	
              For
                all work requests & trouble tickets perform appropriate & timely
                updates, including escalations

            	
              Y

            	
               

            
	
              35. 

            	
              Identification,
                isolation and rectification of response time problems

            	
              Y

            	
               

            
	
              36. 

            	
              Identify
                degradation or performance overload prior to failure to enable proactive
                management

            	
              Y

            	
               

            
	
              37. 

            	
              Identify
                port failures and the affected users and devices

            	
              Y

            	
               

            
	
              38. 

            	
              Identify
                potential point of failures and critical segments

            	
              Y

            	
               

            
	
              39. 

            	
              In-depth
                analysis and performance rating of each component of the
                network

            	
              Y

            	
               

            
	
              40. 

            	
              Intelligent
                tagging of events based on severity

            	
              Y

            	
               

            
	
              41. 

            	
              Intelligent
                threshold setting

            	
              Y

            	
               

            
	
              42. 

            	
              Inter
                VLAN traffic analysis

            	
              Y

            	
               

            
	
              43. 

            	
              Inventory
                management

            	
              Y

            	
               

            
	
              44. 

            	
              IP
                address design and implementation

            	
              Y

            	
               

            
	
              45. 

            	
              IP
                address schema review and management

            	
              Y

            	
               

            
	
              46. 

            	
              Issue
                automatic alerts to degradation as well as to failures

            	
              Y

            	
               

            
	
              47. 

            	
              Liaison
                with Telco/vendors/OEMs for outage/ problem resolution

            	
               Y

            	
               

            
	
              48. 

            	
              Link
                management

            	
              Y

            	
               

            
	
              49. 

            	
              Link
                monitoring 

            	
              Y

            	
               

            
	
              50. 

            	
              Maintain
                configuration backup of switches, routers

            	
              Y

            	
               

            
	
              51. 

            	
              Maintain
                the properties of ports, modules, devices, VLANs

            	
              Y

            	
               

            
	
              52. 

            	
              Maintain
                tools for remote management of LAN HW and SW as required to maintain
                capacity; utilization & availability, i.e.. Cisco Works; Vital Net;
                HPOV Etc

            	
              Y

            	
               

            
	
              53. 

            	
              Maintaining
                the lease lines for high availability.

            	
              Y

            	
               

            
	
              54. 

            	
              Managing
                internet access service

            	
              Y

            	
               

            
	
              55. 

            	
              Measure
                and monitors critical network parameters

            	
              Y

            	
               

            
	
              56. 

            	
              Monitor
                availability

            	
              Y

            	
               

            
	
              57. 

            	
              Monitor
                device performance

            	
              Y

            	
               

            
	
              58. 

            	
              Monitor
                port performance

            	
              Y

            	
               

            
	
              59. 

            	
              Monitoring
                of critical switch ports

            	
              Y

            	
               

            
	
              60. 

            	
              Monitoring
                trend data, application response time and application
                distribution

            	
              Y

            	
               

            
	
              61. 

            	
              Network
                monitoring and alerting

            	
              Y

            	
               

            
	
              62. 

            	
              Performance
                management

            	
              Y

            	
               

            
	
              63. 

            	
              Physical
                plant cabling changes - interior and exterior

            	
               Y

            	
               

            
	
              64. 

            	
              PING,
                SNMP traps and syslog to identify failures on the network

            	
              Y

            	
               

            
	
              65. 

            	
              Priorities
                network events based on their impact on business

            	
              Y

            	
               

            
	
              66. 

            	
              Proactive
                fault detection and management 

            	
              Y

            	
               

            
	
              67. 

            	
              Problem
                location identification

            	
              Y

            	
               

            
	
              68. 

            	
              Problem
                prioritization based on business impact

            	
              Y

            	
               

            
	
              69. 

            	
              Protocol
                Analysis, monitoring and fine tuning

            	
              Y

            	
               

            
	
              70. 

            	
              Protocol
                wise utilization and reporting

            	
              Y

            	
               

            
	
              71. 

            	
              Provide
                layer 2 views and intelligence on LAN

            	
              Y

            	
               

            
	
              72. 

            	
              Provide
                on-call Support 

            	
              Y

            	
               

            
	
              73. 

            	
              Provide
                reports for use in analyzing network utilization and capacity planning
                over time

            	
              Y

            	
               

            
	
              74. 

            	
              Approve
                changes to circuits (increase/ decrease)

            	 	
              Y

            
	
              75. 

            	
              Approve
                Supplier Recommendations on Network Design Optimization

            	 	
              Y

            
	
              76. 

            	
              Repair
                / replace equipment.

            	
              Y 

            	
               

            
	
              77. 

            	
              Review
                and implementation of spanning tree to build redundancy in
                network

            	
              Y

            	
               

            
	
              78. 

            	
              Review
                and testing of backup devices

            	
              Y

            	
               

            
	
              79. 

            	
              Review
                of buffer size and over subscription issues

            	
              Y

            	
               

            
	
              80. 

            	
              Review
                of forwarding and ARP Tables

            	
              Y

            	
               

            
	
              81. 

            	
              Review
                of routing policies

            	
              Y

            	
               

            
	
              82. 

            	
              Review
                of routing policies and fine-tuning for efficient use of network
                resources

            	
              Y

            	
               

            
	
              83. 

            	
              Review
                of VLAN Policies

            	
              Y

            	
               

            
	
              84. 

            	
              Scalable,
                high performance SNMP event collection, filtering, and correlation
                engine

            	
              Y

            	
               

            
	
              85. 

            	 	
               

            	
               

            
	
              86. 

            	
              Analyze
                data link redundancy and backup plan

            	
              Y

            	
               

            
	
              87. 

            	
              Analyze
                network infrastructure, backup strategy and historical NMS
                data

            	
              Y

            	
               

            
	
              88. 

            	
              Analyze
                Traffic Pattern and determination of local traffic

            	
              Y

            	
               

            
	
              89. 

            	
              Threshold
                Definition

            	
              Y

            	
               

            
	
              90. 

            	
              Threshold
                violation alerts through mail, pager and SMS

            	
              Y

            	
               

            
	
              91. 

            	
              Timely
                and successful implementation of Lease Lines.

            	
              Y

            	
               

            
	
              92. 

            	
              Track
                hardware and software faults

            	
              Y

            	
               

            
	
              93. 

            	
              Track
                severity of problems: moderate, and severe

            	
              Y

            	
               

            
	
              94. 

            	
              Traffic
                monitoring and analysis including port utilization on
                routers

            	
              Y

            	
               

            
	
              95. 

            	
              Trouble
                ticket generation and tracking through resolution

            	
              Y

            	
               

            
	
              96. 

            	
              Vendor
                independent technology to indicate performance of particular network
                component using parameters like collision, latency, packet loss and
                reduced bandwidth

            	
              Y

            	
               

            
	
              97. 

            	
              VLAN
                configuration & fine-tuning

            	
              Y

            	
               

            
	
              98. 

            	
              WAN
                Lab testing of Apps

            	
              Y

            	 
	
              99. 

            	
              Moves,
                Adds, Changes and Deletes

            	
              Y

            	
               

            
	
              100. 

            	
              Change
                Management

            	
               

            	
               

            
	
              101. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              102. 

            	
              Approve
                change request

            	 	
              Y

            
	
              103. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              104. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              105. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              106. 

            	
              Intentionally
                blank.

            	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Voice
      Network Support

     

    


    Description
      of Service:

    


    Scope
      Includes for Europe locations only.

    


    Roles
      and Responsibilities:

    The
      supplier would be responsible for hands & feet and co-ordinating the
      dispatch services for the respective locations in Europe. The team will work
      under the guidance from the US voice support team for undertaking voice
      activities. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Messaging
      Support

     

    


    Description
      of Service:

    Hercules
      uses Lotus Notes within Hercules Windows 2000 and 2003 Active Directory
      infrastructure for its messaging, database and collaboration needs. The
      messaging infrastructure is centrally managed in Wilmington, Delaware. Spam
      filtering and content review is provided by Hercules. There are approximately
      45
      Lotus Notes Servers. The Sametime application and support is included in this
      service.

    


    


    Roles
      and Responsibilities:

    


    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules. The table captures the role and responsibilities for Supplier and
      Hercules in delivering these services. 

    


    
      	
               

              No.

            	
              Messaging
                Support - Lotus Notes / Domino

            	
              Supplier

            	
              Hercules

              Responsibility

            
	
              1. 

            	
              Administrative
                Task

            	 	
               

            
	
              2. 

            	
              Creation/modification/deletion
                of ACL Groups

            	
              Y

            	
               

            
	
              3. 

            	
              Creation/modification/deletion
                of entries in address book 

            	
              Y

            	
               

            
	
              4. 

            	
              Server
                ID creation 

            	
              Y

            	
               

            
	
              5. 

            	
              Cross
                certification 

            	
              Y

            	
               

            
	
              6. 

            	
              Certifier
                and domain documents 

            	
              Y

            	
               

            
	
              7. 

            	
              Pass
                through users configuration/maintaining/support

            	
              Y

            	
               

            
	
              8. 

            	
              Cluster
                management configuring/maintaining

            	
              Y

            	
               

            
	
              9. 

            	
              Connection
                documents support for application database 

            	
              Y

            	
               

            
	
              10. 

            	
              Connection
                documents support for Lotus systems database 

            	
              Y

            	
               

            
	
              11. 

            	
              Lotus
                vendor call interaction initiative & coordination 

            	
              Y

            	
               

            
	
              12. 

            	
              Third
                party vendor management 

            	
              Y

            	
               

            
	
              13. 

            	
              Support/maintaining/troubleshooting

            	
              Y

            	
               

            
	
              14. 

            	
              Domino
                directory monitoring

            	
              Y

            	
               

            
	
              15. 

            	
              Domino
                directory maintenance

            	
              Y

            	
               

            
	
              16. 

            	
              Directory
                assistance maintenance and monitoring

            	
              Y

            	
               

            
	
              17. 

            	
              Log
                maintenance (Certlog.nsf, Admin4.nsf)

            	
              Y

            	
               

            
	
              18. 

            	
              Log
                recovery (.nsf files)

            	
              Y

            	
               

            
	
              19. 

            	
              Monitoring/Maintenance
                for Lotus native routing infrastructure 

            	
              Y

            	
               

            
	
              20. 

            	
              Troubleshooting
                for Lotus native routing infra 

            	
              Y

            	
               

            
	
              21. 

            	
              Setting/monitoring/maintenance
                for Lotus SMTP routing infra

            	
              Y

            	
               

            
	
              22. 

            	
              Troubleshooting
                problems with Lotus SMTP routing infra

            	
              Y

            	
               

            
	
              23. 

            	
              Database
                maintenance

            	 	
               

            
	
              24. 

            	
              Monitor
                stats DB for server statistics

            	
              Y

            	
               

            
	
              25. 

            	
              Monitor
                / recover corrupt admin request DB

            	
              Y

            	
               

            
	
              26. 

            	
              Recover
                corrupt statistics report / events

            	
              Y

            	
               

            
	
              27. 

            	
              Recover
                corrupt address / directory DB ( names.nsf)

            	
              Y

            	
               

            
	
              28. 

            	
              Recover
                corrupt catalogue 

            	
              Y

            	
               

            
	
              29. 

            	
              Recover
                corrupt system databases

            	
              Y

            	
               

            
	
              30. 

            	
              Domino
                Server - Backend Activities

            	 	
               

            
	
              31. 

            	
              Weekly/monthly
                reporting on server health and server status 

            	
              Y

            	
               

            
	
              32. 

            	
              Domino
                performance and capacity tuning 

            	
              Y

            	
               

            
	
              33. 

            	
              Backup
                validation and verification through test database

            	
              Y

            	
               

            
	
              34. 

            	
              Backup
                /restoration process

            	
              Y

            	
               

            
	
              35. 

            	
              Determine
                backup strategy for new Domino servers

            	
              Y

            	
               

            
	
              36. 

            	
              Monitoring
                backup reports and issuing high alarm

            	
              Y

            	
               

            
	
              37. 

            	
              Building
                of Lotus Domino server 

            	
              Y

            	
               

            
	
              38. 

            	
              Monitoring
                and managing the Domino server

            	
              Y

            	
               

            
	
              39. 

            	
              Resolve
                / recover Domino server crash

            	
              Y

            	
               

            
	
              40. 

            	
              Connection
                documents creation

            	
              Y

            	
               

            
	
              41. 

            	
              Creation
                of replicas on to the new server from Standard server 

            	
              Y

            	
               

            
	
              42. 

            	
              Domino
                monitoring - whether running or not

            	
              Y

            	
               

            
	
              43. 

            	
              Domino
                monitoring - All tasks are working 

            	
              Y

            	
               

            
	
              44. 

            	
              Domino
                monitoring - CPU utilization 

            	
              Y

            	
               

            
	
              45. 

            	
              Domino
                monitoring - Disk utilization

            	
              Y

            	
               

            
	
              46. 

            	
              Monthly
                maintenance - soft boot for Domino and OS

            	
              Y

            	
               

            
	
              47. 

            	
              Monthly
                maintenance- run DB utilities(compact, fixup, etc)

            	
              Y

            	
               

            
	
              48. 

            	
              Monthly
                maintenance- delete logs 

            	
              Y

            	
               

            
	
              49. 

            	
              Monthly
                maintenance - error message 

            	
              Y

            	
               

            
	
              50. 

            	
              Monthly
                maintenance - Check the status of the Domino tasks

            	
              Y

            	
               

            
	
              51. 

            	
              Listing
                of critical patches introduced by Lotus/IBM 

            	
              Y

            	
               

            
	
              52. 

            	
              Requisitions
                for the approval of these patches 

            	
              Y

            	
               

            
	
              53. 

            	
              Testing
                of the critical patches with existing Domino release

            	
              Y

            	
               

            
	
              54. 

            	
              Implementation
                of the patches

            	
              Y

            	
               

            
	
              55. 

            	
              Recreation
                of the user 

            	
              Y

            	
               

            
	
              56. 

            	
              Deletion
                of the Notes account from the server

            	
              Y

            	
               

            
	
              57. 

            	
              HTTP
                password support

            	
              Y

            	
               

            
	
              58. 

            	
              Changes
                in the common name of the user 

            	
              Y

            	
               

            
	
              59. 

            	
              Users
                OU changes 

            	
              Y

            	
               

            
	
              60. 

            	
              Support
                to the corrupted public keys issues 

            	
              Y

            	
               

            
	
              61. 

            	
              Support
                for the mismatch of the public keys 

            	
              Y

            	
               

            
	
              62. 

            	
              Re-certification
                of the Notes ID 

            	
              Y

            	
               

            
	
              63. 

            	
              User
                ID creation, as per user ID creation process

            	
              Y

            	
               

            
	
              64. 

            	
              Person
                document creation for the Web clients

            	
              Y

            	
               

            
	
              65. 

            	
              Domino

            	 	
               

            
	
              66. 

            	 	 	 
	
              67. 

            	
              Software
                release

            	
              Y

            	
               

            
	
              68. 

            	
              Replication
                topology - mail and application, changes or restructure 

            	
              Y

            	
               

            
	
              69. 

            	
              LDAP
                integration with Lotus Domino 

            	
              Y

            	
               

            
	
              70. 

            	
              Management
                of the security guidelines

            	
              Y

            	
               

            
	
              71. 

            	
              Maintain
                the logging levels and standards

            	
              Y

            	
               

            
	
              72. 

            	
              Auditing
                the server logs, Data Base logs 

            	
              Y

            	
               

            
	
              73. 

            	
              Auditing
                the Domino server 

            	
              Y

            	
               

            
	
              74. 

            	 	 	
               

            
	
              75. 

            	
              Test
                the DR Plan 

            	
              Y

            	
               

            
	
              76. 

            	
              Evaluation
                of Domino tools (performance / monitoring tools) 

            	
              Y

            	
               

            
	
              77. 

            	
              Recommend
                " New tools/Upgrades/Add-on" 

            	
              Y

            	
               

            
	
              78. 

            	
              Implementation
                of approved recommendation and evaluation

            	
              Y

            	
               

            
	
              79. 

            	
              Lotus
                Domino Application Environment

            	 	
               

            
	
              80. 

            	
              Creation
                and maintenance of the resource DB - restrictions also

            	
              Y

            	
               

            
	
              81. 

            	
              Support
                developers facing issues related to Domino server 

            	
              Y

            	
               

            
	
              82. 

            	
              Creation
                of DB from built in templates like discussion DB, team
                room

            	
              Y

            	
               

            
	
              83. 

            	
              Signing
                the databases during deployment in production environment

            	
              Y

            	
               

            
	
              84. 

            	
              Moving
                database from the development to production servers

            	
              Y

            	
               

            
	
              85. 

            	
              Signing
                the database for moving it to the production environment 

            	
              Y

            	
               

            
	
              86. 

            	
              Create
                copies / replicas after approval

            	
              Y

            	
               

            
	
              87. 

            	
              Restoration
                of the application from the backup 

            	
              Y

            	
               

            
	
              88. 

            	
              Restoration
                of the entire database 

            	
              Y

            	
               

            
	
              89. 

            	
              Creation
                of the mail groups

            	
              Y

            	
               

            
	
              90. 

            	
              Internet
                addressing for persons and mail groups

            	
              Y

            	
               

            
	
              91. 

            	
              Working
                with Administrator for the ACL access

            	
              Y

            	
               

            
	
              92. 

            	
              Running
                database utilities on database 

            	
              Y

            	
               

            
	
              93. 

            	
              Troubleshooting
                the server response in case of delays

            	
              Y

            	
               

            
	
              94. 

            	
              Resolve
                replication issues

            	
              Y

            	 
	
              95. 

            	
              Anti
                Virus

            	 	
               

            
	
              96. 

            	
              Installation
                and configuration of the anti virus 

            	
              Y

            	
               

            
	
              97. 

            	
              Check
                anti virus log of mail server 

            	
              Y

            	
               

            
	
              98. 

            	
              Update
                anti virus Dat file 

            	
              Y

            	
               

            
	
              99. 

            	
              Check
                anti virus quarantine on demand scanning 

            	
              Y

            	
               

            
	
              100. 

            	
              Support
                cleanup in case of E mail routing problems

            	
              Y

            	
               

            
	
              101. 

            	
              Black
                Berry

            	 	
               

            
	
              102. 

            	
              Installation
                configuration of BES 

            	
              Y

            	
               

            
	
              103. 

            	
              Enterprise
                activation of BB devices

            	
              Y

            	
               

            
	
              104. 

            	
              Assist
                customer with synchronization Issues

            	
              Y

            	
               

            
	
              105. 

            	
              Administrative
                - upgrades and patches responsibilities for BES server

            	
              Y

            	
               

            
	
              106. 

            	
              Add
                remove black berry owners from the BES server

            	
              Y

            	
               

            
	
              107. 

            	
              Mentor
                training application

            	
              Y

            	
               

            
	
              108. 

            	
              Support
                the base mentor training application

            	
              Y

            	
               

            
	
              109. 

            	
              Training
                to HelpDesk on this application

            	
              Y

            	
               

            
	
              110. 

            	
              Notes
                Client issues

            	
              Y

            	
               

            
	
              111. 

            	
              Properly
                configured Person document 

            	
              Y
                (Performed by Supplier Help Desk)

            	
               

            
	
              112. 

            	
              Sametime
                Connect client connectivity issues

            	
              Y
                (Performed by Supplier Help Desk)

            	
               

            
	
              113. 

            	
              Resolve
                corrupt Inbox issues

            	
              Y
                (Performed by Supplier Help Desk)

            	
               

            
	
              114. 

            	
              Overall
                Notes client support

            	
              Y
                (Performed by Supplier Help Desk)

            	
               

            
	
              115. 

            	
              Retrieve
                backup Notes IDs and passwords

            	
              Y

            	
               

            
	
              116. 

            	
              Change
                Management

            	 	
               

            
	
              117. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              118. 

            	
              Approve
                change request

            	 	
              Y

            
	
              119. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              120. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              121. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              122. 

            	
              Intentionally
                blank.

            	 	
               

            


    

    System
      Database Services

     

    


    Description
      of Service: 

    The
      Hercules environment has multiple server platforms, but operates primarily
      on
      the Oracle DBMS platform with some SQL servers.

    


    


    Roles
      & Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for the Database Tower. The table captures the role and
      responsibilities for Supplier and Hercules in delivering these Services.


    


    
      	 	
              Systems
                Database Services

            	
              Supplier

            	
              Hercules

            
	
              1. 

            	
              Database
                Monitoring

            	
               

            	
               

            
	
              2. 

            	
              Proactive
                monitoring of the database 

            	
              Y

            	
               

            
	
              3. 

            	
              Up/down
                - database & listener whenever required

            	
              Y

            	
               

            
	
              4. 

            	
              Free
                space - check if all objects still can grow

            	
              Y

            	
               

            
	
              5. 

            	
              Check
                log file error -alerts

            	
              Y

            	
               

            
	
              6. 

            	
              Check
                transaction log/ archive redo log growth - free space

            	
              Y

            	
               

            
	
              7. 

            	
              Check
                for database corruptions

            	
              Y

            	
               

            
	
              8. 

            	
              Check
                database security - file permissions, internal db security

            	
              Y

            	
               

            
	
              9. 

            	
              Detection
                of console related events

            	
              Y

            	
               

            
	
              10. 

            	
              Prompt
                addressing of console events

            	
              Y

            	
               

            
	
              11. 

            	
              Define
                requirements for remote control monitoring, backup/recovery and
                maintenance tools

            	
              Y

            	
               

            
	
              12. 

            	
              Procure
                remote control monitoring tools

            	
               

            	
              Y

            
	
              13. 

            	
              Install
                and configure remote control monitoring tools

            	
              Y

            	
               

            
	
              14. 

            	
              Monitoring
                of critical services/processes (defined)

            	
              Y

            	
               

            
	
              15. 

            	
              Monitor
                database resource utilization. 

            	
              Y

            	
               

            
	
              16. 

            	
              Report
                database resource utilization

            	
              Y

            	
               

            
	
              17. 

            	
              Database
                specific monitoring of available disk for DB servers

            	
              Y

            	
               

            
	
              18. 

            	
              Monitor
                database specific backup of DB servers (exports,
                archiving)

            	
              Y

            	
               

            
	
              19. 

            	
              Storage
                Management

            	
               

            	
               

            
	
              20. 

            	
              Create
                and manage data files, table spaces (and related OS level activities,
                see
                server management)

            	
              Y

            	
               

            
	
              21. 

            	
              Perform
                database storage capacity management 

            	
              Y

            	
               

            
	
              22. 

            	
              Online
                & offline defragmentation

            	
              Y

            	
               

            
	
              23. 

            	
              Internal
                database space management

            	
              Y

            	
               

            
	
              24. 

            	
              Reorganize
                specific database objects, tables space

            	
              Y

            	
               

            
	
              25. 

            	
              Backup
                Management

            	
               

            	
               

            
	
              26. 

            	
              Define
                & provide database related backup and recovery strategy and
                procedures

            	
              Y

            	
               

            
	
              27. 

            	
              Install
                and configure database related backup/recovery tools (agents & plugins
                , on top of typical Server backup/Recovery tools) 

            	
              Y

            	
               

            
	
              28. 

            	
              Maintain
                & update/upgrade specific database backup/recovery tools (on top of
                typical server backup/recovery tools)

            	
              Y

            	
               

            
	
              29. 

            	
              Create/configure/Execute
                Database backup (incl. Regular exports) jobs

            	
              Y

            	
               

            
	
              30. 

            	
              Make
                sure the availability of tape backups necessary to meet the operational
                requirement (DB requirements on top of server backup)

            	
              Y

            	
               

            
	
              31. 

            	
              Change
                tape backups as per operational schedule (DB requirements on top
                of server
                     backup)

            	
              Y

            	
               

            
	
              32. 

            	
              Monitor
                daily database backups, exports, archiving.

            	
              Y

            	
               

            
	
              33. 

            	
              Database
                Rebuild/Restore

            	
               

            	
               

            
	
              34. 

            	
              Execute
                restore/recovery requests (caused by DB crash or failure or at customer
                request due to user error)

            	
              Y

            	
               

            
	
              35. 

            	
              Check
                application related batch jobs

            	
               

            	
               

            
	
              36. 

            	
              Job
                scheduling and monitoring

            	
              Y

            	
               

            
	
              37. 

            	
              Maintenance
                & Housekeeping

            	
               

            	
               

            
	
              38. 

            	
              Maintain
                database components (databases, instances, listeners, monitoring,
                agents)

            	
              Y

            	
               

            
	
              39. 

            	
              Define/maintain
                housekeeping jobs (log files, trace files, audit logs,...) 

            	
              Y

            	
               

            
	
              40. 

            	
              Maintain
                database object statistics (if required - optimizer)

            	
              Y

            	
               

            
	
              41. 

            	
              Reorganize
                table spaces or specific objects

            	
              Y

            	
               

            
	
              42. 

            	
              Maintain
                the backbone infrastructure for database address resolution, database
                monitoring

            	
              Y

            	
               

            
	
              43. 

            	
              Security
                management

            	
               

            	
               

            
	
              44. 

            	
              Determine
                the necessary database software security patching baseline

            	
              Y

            	
               

            
	
              45. 

            	
              Intentionally
                blank.

            	 	
               

            
	
              46. 

            	
              Install
                patches on databases

            	
              Y

            	
               

            
	
              47. 

            	
              Verify
                patch installation, keep evidence of installation

            	
              Y

            	
               

            
	
              48. 

            	
              Monitor
                database security logs

            	
              Y

            	
               

            
	
              49. 

            	
              Maintain
                database system accounts (power users, not end users)

            	
              Y

            	
               

            
	
              50. 

            	
              Maintain
                database specific admin users/passwords

            	
              Y

            	
               

            
	
              51. 

            	
              Release
                Management

            	
               

            	
               

            
	
              52. 

            	
              Agree
                with internal or external customers on new releases for
                databases

            	 	
               Y

            
	
              53. 

            	
              Procure
                licenses for necessary applications and system software

            	
               

            	
              Y

            
	
              54. 

            	
              Test
                new releases for database instances

            	
              Y

            	
               

            
	
              55. 

            	
              Prepare
                installation documentation for database release upgrades

            	
              Y

            	
               

            
	
              56. 

            	
              Prepare
                planning for release upgrades for individual database
                instances.

            	
              Y

            	
               

            
	
              57. 

            	
              Execute
                database upgrades (installation and configuration)

            	
              Y

            	
               

            
	
              58. 

            	
              Building
                and configuration new databases

            	
              Y

            	
               

            
	
              59. 

            	
              Configuration
                Management

            	
               

            	
               

            
	
              60. 

            	
              Identify
                necessary database software upgrades and fixes

            	
              Y

            	
               

            
	
              61. 

            	
              Create
                database instance documentation

            	
              Y

            	
               

            
	
              62. 

            	
              Maintain
                application system documentation

            	
              Y

            	
               

            
	
              63. 

            	
              Performance,
                Capacity & Availability Management

            	
               

            	
               

            
	
              64. 

            	
              Agreement
                on database management Service Levels

            	
              Y

            	
               

            
	
              65. 

            	
              Agreement
                on database management metrics and service levels

            	
              Y

            	
               

            
	
              66. 

            	
              Define
                Database management capacity, performance and availability
                reporting

            	
              Y

            	
               

            
	
              67. 

            	
              Monitor
                capacity trends.

            	
              Y

            	
               

            
	
              68. 

            	
              Establish
                database management capacity, performance and availability
                reporting

            	
              Y

            	
               

            
	
              69. 

            	
              Create
                and maintain reports for database management Service Levels
                reporting

            	
              Y

            	
               

            
	
              70. 

            	
              Communicate
                database management Service Levels

            	
              Y

            	
               

            
	
              71. 

            	
              Database
                instance tuning

            	
              Y

            	
               

            
	
              72. 

            	
              Setup
                of new database instances (dedicated or shared)

            	
              Y

            	
               

            
	
              73. 

            	
              Procure
                database software and maintenance

            	
               

            	
              Y

            
	
              74. 

            	
              Installation
                of database software (system tables)

            	
              Y

            	
               

            
	
              75. 

            	
              Creation
                and configuration of the database instance

            	
              Y

            	
               

            
	
              76. 

            	
              Setup
                basic database security administration

            	
              Y

            	
               

            
	
              77. 

            	
              Building
                and configuration new servers required for database
                management

            	
              Y

            	
               

            
	
              78. 

            	
              Business
                continuity management

            	
               

            	
               

            
	
              79. 

            	
              Work
                internally on business continuity plan within Hercules

            	 	
              Y 

            
	
              80. 

            	
              Perform
                database restore test as per operational schedule

            	
              Y

            	
               

            
	
              81. 

            	
              Rebuild
                the database in case of disaster

            	
              Y

            	
               

            
	
              82. 

            	
              Change
                Management

            	
              Y

            	
               

            
	
              83. 

            	
              Initiate
                change request

            	
              Y

            	
               

            
	
              84. 

            	
              Approve
                change request

            	 	
              Y

            
	
              85. 

            	
              Implement
                change

            	
              Y

            	
               

            
	
              86. 

            	
              Verify
                change ticket

            	
              Y

            	
               

            
	
              87. 

            	
              Close
                change ticket

            	
              Y

            	
               

            
	
              88. 

            	
              Intentionally
                blank.

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    Information
      Security

     

    


    Roles
      & Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for security track. The table captures the role and responsibilities
      for Supplier and Hercules in delivering these Services. Many of these tasks
      listed are considered cross-functional and will be addressed within the
      respective technology tracks. The tools and Procedures required for delivering
      these activities will be provided by Hercules. 

    


    


    
      	
              No

            	
              Security

            	
              Responsibility

            
	
              Vendor

            	
              Hercules

            
	 	
              USER
                ACCESS

            	 	 
	
              1. 

            	
              For
                all platforms, confirm access authorization to Hercules data in accordance
                with the current security access policies. Add or user IDs, passwords
                and
                profiles as requested, check for segregation of duty issues where
                appropriate and provide a documented audit trail for all
                changes.

            	
              Y

            	 
	
              2. 

            	
              Disable
                and delete user accounts on a timely basis.

            	
              Y

            	 
	
              3. 

            	
              Monitor
                systems for misuse and unauthorized access. Log security violations
                and
                promptly provide Hercules with written reports of logged information
                security breaches discovered by or made known to Supplier. Review
                the
                severity of violations with Hercules. Develop and implement procedures
                and
                activities to deter subsequent violations as appropriate.

            	
              Y

            	 
	
              4. 

            	
              Create
                and maintain user access rights via group rules, end user profiles,
                where
                applicable.

            	
              Y

            	 
	
              5. 

            	
              Maintain
                physical access controls to computer room facilities.

            	 	
              Y

            
	
              6. 

            	
              Administer
                user access to files located on the servers.

            	
              Y

            	 
	
              7. 

            	
              Assign
                and delete directories, where applicable.

            	
              Y

            	 
	
              8. 

            	
              Upon
                Hercules’s request, provide user reports needed to evaluate licenses,
                access rights, etc. (such as a list of authorized users at Hercules
                Service Locations designated by Hercules, including the level of
                access
                granted to each such user.)

            	
              Y

            	 
	
              9. 

            	
              Provide
                a centralized user administrative process that enables administration
                of
                all platforms by any security administrator.

            	
              Y

            	 
	
              10. 

            	
              Periodically
                prepare and review security reports ensuring that authorized users
                are
                able to access the system, and promptly report to Hercules management
                any
                breaches of security; events that may indicate security violations;
                or
                attempts to gain unauthorized access to computers, information systems,
                or
                data resident on information resources. 

            	
              Y

            	 
	
              11. 

            	
              Maintain
                a complete IT security administration guide and supporting procedures
                for
                all information security provisioning tasks. 

            	
              Y

            	 
	 	
              SYSTEM
                SECURITY

            	 	 
	
              12. 

            	
              Provide
                high-level security requirements.

            	 	
              Y

            
	
              13. 

            	
              Identify,
                in consultation with Hercules, IT security risks (exposure), and
                recommend
                procedures to minimize them. When approved by Hercules, implement
                such
                procedures.

            	
              Y

            	 
	
              14. 

            	
              Maintain
                access controls and configuration which secure individual access
                to
                applications, server equipment, server software, and the data network,
                where applicable.

            	
              Y

            	 
	
              15. 

            	
              Provide
                routine intrusion detection/prevention monitoring and reporting (e.g.
                those threats that are detected on the Internet-facing systems).
                Using the
                tools provided by Hercules.

            	
              Y

            	 
	
              16. 

            	
              Provide
                vulnerability scanning on key systems on a regular basis, including
                workflow capability to track remediation and trends. This will be
                done
                using the existing tool provided by Hercules.

            	
              Y

            	 
	
              17. 

            	
              Provide
                independent periodic security assessments such as external penetration
                testing, including no-knowledge tests.

            	 	
              Y

            
	
              18. 

            	
              Maintain
                and provision capabilities such as anti-virus, anti-SPAM and any
                other
                forms of software to detect and disable malware on servers and PCs;
                provide user support as required.

            	
              Y

            	 
	
              19. 

            	
              Administer
                and manage all firewalls, console servers, proxy servers, site blocking
                and content filtering systems

            	
              Y

            	 
	
              20. 

            	
              Administer
                and manage all forms of remote access to Hercules Systems.

            	
              Y

            	 
	
              21. 

            	
              Test
                patches and perform patching on all systems once approved. Specifically
                perform emergency patching as part of a security incident in an expedited
                mode

            	
              Y

            	 
	
              22. 

            	
              Management
                of WebMail servers and associated software for web-based email
                

            	
              Y

            	 
	
              23. 

            	
              Ensure
                that system media are protected from unauthorized access misuse or
                corruption, and that media no longer required are disposed off securely
                and safely.

            	
              Y

            	 
	 	
              SECURITY
                MANAGEMENT

            	 	 
	
              24. 

            	
              In
                consultation with Hercules, identify, security risks (exposure),
                including
                but not limited to software vulnerabilities, physical and procedural
                vulnerabilities. Recommend procedures to minimize risk and implement
                such
                procedures when approved by Hercules.

            	
              Y

            	 
	
              25. 

            	
              Maintain
                an audit trail of all IT security operational activities using existing
                Hercules Tools.

            	
              Y

            	 
	
              26. 

            	
              Conduct
                SOX control testing; evaluate and report security compliance; maintain
                appropriate documentation

            	
              Y

            	
              Y

            
	
              27. 

            	
              Provide
                a security awareness program which includes but is not limited to
                awareness campaigns, maintaining and communicating security-related
                procedures or self-help guidelines for security-related tasks. Update
                and
                maintain information in a well-known and accessible location, such
                as a
                web site on the Hercules network. 

            	
              Y

            	
              Y

            
	
              28. 

            	
              Ensure
                mechanisms are in place to meet with Hercules security personnel
                to ensure
                services are in line with existing policies and adaptable to meet
                requirements in ongoing security strategic initiatives. 

            	
              Y

            	
              Y

            
	
              29. 

            	
              Provide
                Hercules with recommendations for security improvement based on security
                best practices from other clients as well as within
                industry.

            	
              Y

            	 
	
              30. 

            	
              Prepare
                ad-hoc and periodic reports, including management dashboards, which
                show
                Hercules security status, such as relevant threats, etc.

            	
              Y

            	 
	
              31. 

            	
              Provide
                appropriate expertise to perform incident response and investigation,
                including forensic analysis and provide relevant information in a
                confidential manner as directed.

            	
              Y

            	 
	
              32. 

            	
              Maintain
                an audit trail of all security operational activities using existing
                Hercules tools.

            	
              Y

            	 
	
              33. 

            	
              Provide
                resources and data to support internal and external audits using
                existing
                Hercules Tools.

            	
              Y

            	 
	
              34. 

            	
              Conduct
                security remediation activities resulting from audits or security
                incidents as directed by Hercules.

            	
              Y

            	 
	
              35. 

            	 	 	 
	
              36. 

            	
              Ensure
                all areas within Hercules and the provider organization are regularly
                reviewed to ensure compliance with security policy, standards and
                procedures.

            	
              Y

            	
              Y

            
	
              37. 

            	
              Ensure
                duties and areas of responsibility are separated to reduce opportunities
                for misuse.

            	
              Y

            	
              Y

            
	
              38. 

            	 	 	 
	
              39. 

            	
              Process
                Security exception requests in a timely manner.

            	
              Y

            	 
	
              40. 

            	
              Account
                lockout management

            	
              Y

            	 
	
              41. 

            	
              Group
                management and security alternations

            	
              Y

            	 
	
              42. 

            	
              Provide
                security mgmt. (incl. user access mgmt) for all servers

            	
              Y

            	 
	
              43. 

            	 	 	 
	
              44. 

            	
              Adding
                or Removing server security policies

            	
              Y

            	 
	
              45. 

            	
              Troubleshooting
                server security issues

            	
              Y

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    Disaster
      Recovery / BCP

     

    


    
      	 	
              Disaster
                Recovery / BCP

            	
              Supplier

            	
              Hercules

            
	
              1. 

            	
              Planning
                Activities

            	
               

            	
               

            
	
              2. 

            	
              Identification
                of systems, network, connectivity to be protected with Recover Time
                Objective (Joint responsibility of Hercules and Supplier)

            	 	
              Y

            
	
              3. 

            	
              Identification
                of data to be protected along with required Recovery
                Priority

            	
               

            	
              Y

            
	
              4. 

            	
              Protection
                methodology including advanced recovery technologies

            	
              Y

            	
               

            
	
              5. 

            	
              Resource
                identification (both from Customer & Supplier) and
                allocation

            	
              Y

            	
               

            
	
              6. 

            	
              Business
                Impact Analysis and requirements 

            	
               

            	
              Y

            
	
              7. 

            	 	 	 
	
              8. 

            	
              Overall
                management of DR contract for enterprise data center.

            	
               

            	
              Y

            
	
              9. 

            	
              Implement
                infrastructure and application architecture to meet business resumption
                service tier requirements. 

            	
              Y

            	
               

            
	
              10. 

            	
              Review
                and revise DR plan components of technology 

            	
              Y

            	
               

            
	
              11. 

            	
              Review
                and revise overall DR program (Including Communications and business
                testing components).

            	
               

            	
              Y

            
	
              12. 

            	
              Approve
                DR plan components

            	
               

            	
              Y

            
	
              13. 

            	
              Schedule
                annual testing and define scope

            	
               

            	
              Y

            
	
              14. 

            	
              Rehearsal
                Activities

            	
               

            	
               

            
	
              15. 

            	
              Understand
                disaster recovery roles and responsibilities.

            	
              Y

            	
               

            
	
              16. 

            	
              Develop,
                maintain and update the plan as scheduled.

            	
              Y

            	
               

            
	
              17. 

            	
              Participate
                in Business Continuity Plan testing as required 

            	
              Y

            	
               

            
	
              18. 

            	
              Develop
                drill plan in conjunction with Customer requirement

            	
              Y

            	
               

            
	
              19. 

            	
              Assist
                in building up systems and applications on Windows / Unix / DB /
                Storage

            	
              Y

            	
               

            
	
              20. 

            	
              Install
                and configure application related backup/recovery agents, add-ons,
                plug
                ins

            	
              Y

            	
               

            
	
              21. 

            	
              Testing
                backup and recovery procedures thoroughly

            	
              Y

            	
               

            
	
              22. 

            	
              Assist
                executing activities in drill plan

            	
              Y

            	
               

            
	
              23. 

            	
              Monitor
                and approve the overall recovery process

            	
               

            	
              Y

            
	
              24. 

            	
              Generate
                results; find out bugs/ gap in DR Plan performance.

            	
              Y

            	
               

            
	
              25. 

            	
              Assisting
                in identifying root cause and possible remedy for failures in system
                performance

            	
              Y

            	
               

            
	
              26. 

            	
              Document
                all the test results for future reference.

            	
              Y

            	
               

            
	
              27. 

            	
              Train
                Hercules employees to be prepared for emergencies and
                rehearsals

            	
               

            	
              Y

            
	
              28. 

            	
              At
                the time of Disaster

            	
               

            	
               

            
	
              29. 

            	
              Providing
                management with a comprehensive understanding of the total effort
                required
                for recovery

            	
              Y

            	
               

            
	
              30. 

            	
              Request
                disaster declaration (incident management)

            	
              Y

            	
               

            
	
              31. 

            	
              Approve
                disaster declaration

            	
               

            	
              Y

            
	
              32. 

            	
              Coordinate
                with vendors and suppliers in restoring, repairing, or replacing
                salvageable hardware and equipment.

            	
              Y

            	
              Y 

            
	
              33. 

            	
              Facilitate
                effective co-ordination of recovery tasks

            	
              Y

            	
               Y

            
	
              34. 

            	
              Restore
                operating systems, applications, and network software from backup
                medium.

            	
              Y

            	
               

            
	
              35. 

            	
              Initialize
                new tapes as needed in the recovery process.

            	
              Y

            	
               

            
	
              36. 

            	
              Conduct
                backups at the off-site location.

            	
              Y

            	
               

            
	
              37. 

            	
              Test
                and verify operating systems, applications, and network
                software.

            	
              Y

            	
               

            
	
              38. 

            	
              Modify
                the LAN configuration to meet the alternative site
                configuration.

            	
              Y

            	
               

            
	
              39. 

            	
              Ensure
                that restoration occurs within the planned critical time frames
                

            	
              Y

            	
               

            
	
              40. 

            	
              Identify
                the reasons for disaster and find corresponding remedial
                action

            	
              Y

            	
               Y

            
	
              41. 

            	
              Document
                the learning’s

            	
              Y

            	
               

            
	
              42. 

            	
              Employee
                communications

            	
               

            	
              Y

            
	
              43. 

            	
              Intentionally
                blank.

            	
               

            	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    Vendor
      Management

     

    


    
      	
               

              No.

            	
              Vendor
                Management

            	
              Supplier
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1. 

            	
              Provide
                technical requirements/ inputs/ technical SOW on vendor contracts
                ( new/
                renewals) and project plan / schedules

            	
              Y

            	 
	
              2. 

            	
              Manage
                negotiation of contract and financial terms

            	 	
              Y

            
	
              3. 

            	
              Develop
                and track service level and performance terms in the
                contract

            	
              Y

            	 
	
              4. 

            	
              Technical
                evaluation of different vendors on basis of mutually agreed IT
                parameters.

            	
              Y

            	
              Y

            
	
              5. 

            	
              Establishing
                Vendor Contract

            	 	
              Y

            
	
              6. 

            	
              Selection
                of vendors including negotiation 

            	 	
              Y

            
	
              7. 

            	
              Signing
                and closure of contracts

            	 	
              Y

            
	
              8. 

            	
              Liaison
                with vendors on technical and timing aspects of the delivery of
                services

            	
              Y

            	 
	
              9. 

            	
              Contract
                renewals - hardware, software, services etc.

            	 	
              Y

            
	
              10. 

            	
              Contract
                review for justification of business need

            	 	
              Y

            
	
              11. 

            	
              Validation/
                acceptance of services/ products provided by vendors

            	
              Y

            	 
	
              12. 

            	
              Payment
                of vendors

            	 	
              Y

            
	
              13. 

            	
              Log
                and track the trouble ticket until closure.

            	
              Y

            	 
	
              14. 

            	
              Event
                escalation to higher level in case the problem is not resolved within
                pre-defined period.

            	
              Y

            	 
	
              15. 

            	
              Service
                Levels tracking and reporting of Vendors contracted by
                Hercules

            	
              Y

            	 
	
              16. 

            	
              Escalate
                to Hercules on non - conformity of support vendors

            	
              Y

            	 
	
              17. 

            	
              Providing
                initial base-line information to Supplier

            	 	
              Y

            
	
              18. 

            	
              Monitor
                license usage for Infrastructure application, tools and OS on best
                effort
                basis in absence of tools( subject to availability of tools provided
                by
                Hercules)

            	
              Y

            	 
	
              19. 

            	
              Obtain
                licenses

            	 	
              Y

            
	
              20. 

            	
              Deployment
                of new licenses and processing of desktop license requests

            	
              Y

            	 
	
              21. 

            	
              Tracking
                the spares level for re-order

            	
              Y

            	 
	
              22. 

            	
              Recommend
                re-order levels 

            	
              Y

            	 
	
              23. 

            	
              Providing
                status reports on spares

            	
              Y

            	 
	
              24. 

            	
              Procurement
                of spares

            	
              Y

            	
              Y

            
	
              25. 

            	
              Intentionally
                blank.

            	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    SAP
      Basis
      Engineering and Support

     

    
      	
              No

            	
              SAP
                Basis Engineering and Support

            	
              Responsibility

            
	
              Vendor

            	
              Hercules

            
	
              Support
                of high availability landscapes for SAP R3, SAP BW, SAP PLM, SAP
                Solution
                Manager, SAP Enterprise Portal, SAP Web Application Server, IXOS,
                EDI,
                TaxWare, BSI TaxFactory, DataPass, SAP Business Connector, SAP Router,
                Adobe Jetforms, TopCall, Object Manager, Maestro, Redwood, OV
                SPI

            
	
              1

            	
              Intentionally
                blank.

            	 	
               

            
	
              2

            	
              Intentionally
                blank.

            	 	
               

            
	
              3

            	
              Establish
                Boundary conditions for:

              a.
                Availability requirements

              b.
                Functionality

              b.
                Budgets

            	
              Y

            	
               

            
	
              4

            	
              Intentionally
                blank.

            	 	
               

            
	
              5

            	
              Intentionally
                blank.

            	 	
               

            
	
              6

            	
              Intentionally
                blank.

            	 	
               

            
	
              7

            	
              Provide
                documentation for Implementation team

            	
              Y

            	
               

            
	
              Build,
                Test & Administer High Availability
                Landscapes

            
	
              8

            	
              Develop
                prototype of High Availability Landscape in Test
                conditions

            	
              Y

            	
               

            
	
              9

            	
              Perform
                Detailed Testing & Gap analysis based on load balancing, functionality
                etc

            	
              Y

            	
               

            
	
              10

            	
              Validate
                success criteria

            	
              Y

            	
               

            
	
              11

            	
              Execute
                Build of High Availability Landscape in conjunction with relevant
                Infrastructure & Application teams 

            	
              Y

            	
               

            
	
              12

            	
              Update
                documentation for support by relevant Infrastructure & Application
                teams

            	
              Y

            	
               

            
	
              SAP
                Basis & Upgrade & Migration Strategy

            
	
              13

            	
              Align
                Upgrade & Migration path with Functional teams

            	
              Y

            	
               

            
	
              14

            	
              Define
                Basis Maintenance & Support Strategies

            	
              Y

            	
               

            
	
              15

            	
              Evaluate
                & Identify Tools/Processes for implementation of
                strategies

            	
              Y

            	
               

            
	
              16

            	
              Execute
                Upgrade & Maintenance Strategies

            	
              Y

            	
               

            
	
              Standards/Processes

            
	
              17

            	
              Keep
                documentation accurate and updated

            	
              Y

            	
               

            
	
              18

            	
              Recommend
                improvements in processes/standards 

            	
              Y

            	
               

            
	
              Applications
                - Infrastructure Alignment

            
	
              19

            	
              Evaluate
                technical requirements for applications (SAP add-ons and interfaces)
                for
                alignment with Infrastructure Services technical
                architecture

            	
              Y

            	
               

            
	
              Service
                Level Management

            
	
              20

            	
              Define
                Baseline requirements based on statistical data for SLM in conjunction
                with SAP technical & functional teams 

            	
              Y

            	
               

            
	
              21

            	
              Define
                Parameters for measurement (Turnaround time, availability
                etc)

            	
              Y

            	
               

            
	
              22

            	
              Benchmark
                proposed Service Levels against industry standards

            	
              Y

            	
               

            
	
              23

            	
              Develop
                detailed Service Level Frameworks along with measurement
                criteria

            	
              Y

            	
               

            
	
              25

            	
              Set
                Service Level Objectives against defined parameters & monitor for
                compliance

            	
              Y

            	
               

            
	
              26

            	
              Formalize
                Service Levels and plan and implement Continuous Improvement
                Strategies

            	
              Y

            	
               

            
	
              SAP
                R/3 Failover Environment

            
	
              27

            	
              Create
                & Backup Cluster Lock Disk Information

            	
              Y

            	
               

            
	
              28

            	
              Configure
                HP XP 1024 arrays

            	
              Y

            	
               

            
	
              29

            	
              Configure
                Cluster environment for SAP R/3 tools

            	
              Y

            	
               

            
	
              30

            	
              Configure
                failover package and distribute

            	
              Y

            	
               

            
	
              31

            	
              Ensure
                SAP Kernel Configuration consistency

            	
              Y

            	
               

            
	
              32

            	
              Setup
                Monitoring hardware

            	
              Y

            	
               

            
	
              33

            	
              Manage
                Running cluster on an ongoing basis

            	
              Y

            	
               

            
	
              Assess
                & Review

            
	
              34

            	
              Perform
                proactive analysis of expected changes in hardware & software
                environment

            	
              Y

            	
               

            
	
              35

            	
              Changes
                in Hardware/Platforms/versions on existing SAP & bolt on environment
                & performance

            	
              Y

            	
               

            
	
              36

            	
              Changes
                in Software/Platforms/versions on existing environment &
                performance

            	
              Y

            	
               

            
	
              37

            	
              Assesse
                Partitioning technologies, upgrades etc.

            	
              Y

            	
               

            
	
              38

            	
              Prepare
                Business Case

            	
              Y

            	
               

            
	
              39

            	
              Prepare
                Appropriation requests

            	
              Y

            	
               

            
	
              IXOS
                Management

            
	
              40

            	
              Manage
                IXOS archiving infrastructure - Optical libraries, interfaces
                etc

            	
              Y

            	
               

            
	
              41

            	
              Monitor
                & troubleshoot key interfaces/media etc

            	
              Y

            	
               

            
	
               42

            	
              Manage
                IXOS cleint & server software

            	
              Y

            	
               

            
	
               43

            	
              Perform
                related upgrades, releases etc

            	
              Y

            	
               

            
	
              SAP
                Document Archiving

            
	
              44

            	
              Identify
                Retention requirements, data to be archived etc

            	
              Y

            	
               

            
	
              45

            	
              Schedule
                extracts using SAP functionality

            	
              Y

            	
               

            
	
              46

            	
              Execute
                Batch Jobs/Extracts based on predefined schedules

            	
              Y

            	
               

            
	
              47

            	
              Monitor
                & Restart/Reschedule failed jobs extracts

            	
              Y

            	
               

            
	
              48

            	
              Verify
                SAP extracts

            	
              Y

            	
               

            
	
              49

            	
              Archive
                to IXOS

            	
              Y

            	
               

            
	
              50

            	
              Delete
                archives from SAP

            	
              Y

            	
               

            
	
              51

            	
              Identify
                opportunities to archive additional data to IXOS

            	
              Y

            	
               

            
	
              SAP
                GUI Release Upgrades

            
	
              52

            	
              Intentionally
                blank.

            	 	
               

            
	
              53

            	
              Test
                new releases for application , application components, required tooling
                ,
                high availability components, ...

            	
              Y

            	
               

            
	
              54

            	
              Prepare
                installation documentation for release upgrades 

            	
              Y

            	
               

            
	
              55

            	
              Prepare
                planning for release upgrades for individual application instances,
                components, tools,...

            	
              Y

            	
               

            
	
              56

            	
              Execute
                software upgrades (installation and configuration, generating evidence,
                Qualification documents,..)

            	
              Y

            	
               

            
	
              Patching
                & Support Pack Management

            
	
              57

            	
              Reviewing
                the support packs in detail for any issues whenever support pack
                upgrade
                is planned

            	
              Y

            	
               

            
	
              58

            	
              Test
                Support Packs

            	
              Y

            	
               

            
	
              59

            	
              Coordinate
                the support pack upgrade process

            	
              Y

            	
               

            
	
              60

            	
              Apply
                support pack in SAP landscape as per the sequence
                specified

            	
              Y

            	
               

            
	
              61

            	
              Coordinate
                with SAP in case of bugs with support pack

            	
              Y

            	
               

            
	
              62

            	
              Review
                Patches for SAP Bolt Ons and perform Testing

            	
              Y

            	
               

            
	
              63

            	
              Implemented
                Tested patches

            	
              Y

            	
               

            
	
              64

            	
              Perform
                rollbacks if necessary

            	
              Y

            	
               

            
	
              Business
                Copy using HP ExSID

            
	
              65

            	
              Assess
                Requirements for Business/System Copies

            	
              Y

            	
               

            
	
              66

            	
              Define
                Schedules for Copies to test/consolidation environment

            	
              Y

            	
               

            
	
              67

            	
              Execute
                physical copies as per schedule

            	
              Y

            	
               

            
	
              68

            	
              Perform
                necessary post copy activities

            	
              Y

            	
               

            
	
              Performance
                Management

            
	
              69

            	
              Build
                & Configure SAP Monitoring Infrastructure 

            	
              Y

            	
               

            
	
              70

            	
              Support
                & Administer on an ongoing basis

            	
              Y

            	
               

            
	
              71

            	
              EarlyWatch
                & GoLive checks

            	
              Y

            	
               

            
	
              72

            	
              Performance
                Tuning based on Recommendations from Unix/Data teams and EarlyWatch/GoLive
                checks

            	
              Y

            	
               

            
	
              73

            	
              Recommend
                Application Changes to Functional teams

            	
              Y

            	
               

            
	
              Disaster
                Recovery

            
	
              74

            	
              Intentionally
                blank.

            	 	
               

            
	
              75

            	
              Define
                RPO/RTO requirements

            	
              Y

            	
               

            
	
              76

            	
              Define
                DR plan and testing schedules

            	
              Y

            	
               

            
	
              77

            	
              Define
                Application Configuration & Infrastructure required to meet RPO/RTO
                objectives

            	
              Y

            	
               

            
	
              78

            	
              Execute
                DR test drills as per schedule

            	
              Y

            	
               

            
	
              Basis
                Kernel Upgrades

            
	
              79

            	
              Identify
                & Baseline current Kernel versions

            	
              Y

            	
               

            
	
              80

            	
              Identify
                & assess requirement for upgrade

            	
              Y

            	
               

            
	
              81

            	
              Implement
                Upgrade on Dev & QA environments

            	
              Y

            	
               

            
	
              82

            	
              Schedule
                and execute Kernel upgrade

            	
              Y

            	
               

            
	
              Transport
                Management

            
	
              83

            	
              Design
                Transport Management strategy

            	
              Y

            	
               

            
	
              84

            	
              Manage
                & Execute Transport requests

            	
              Y

            	
               

            
	
              85

            	
              Establish
                Transport routes

            	
              Y

            	
               

            
	
              86

            	
              Clearing
                old data from transport direct

            	
              Y

            	
               

            
	
              87

            	
              Intentionally
                blank.

            	 	
               

            
	
              Internal
                Controls

            
	
              89

            	
              Implement
                and monitor internal controls for SAP systems. Accountable for internal
                and external system audits.

            	
              Y

            	
               

            
	
              Appropriation
                Requests

            
	
              90

            	
              Initiate
                appropriation request and procurement process as required.

            	
              Y

            	
               

            
	
              Backup
                & Restores

            
	
              91

            	
              Establish
                requirements & schedules for Backups

            	 	
              Y 

            
	
              92

            	
              Execute
                Backups in conjunction with Data Center Operations team

            	
              Y

            	
               

            
	
              93

            	
              Restore
                data/file systems in conjunction with Backup team

            	
              Y

            	
               

            
	
              CATT 

            
	
              94

            	
              CATT
                Tool Management

            	
              Y

            	
               

            
	
              95

            	
              Intentionally
                blank.

            	
               

            
	
               Application
                and Operations Tier II Support

            
	
               96

            	
              24x7x365
                SAP Basis On Site/Call Support

            	
              Y

            	
               

            
	
               97

            	
              Execute
                and Coordinate SAP Restores

            	
              Y

            	
               

            
	
               98

            	
              Perform
                Basis PSP Buffer Tuning

            	
              Y

            	
               

            
	
               99

            	
              Perform
                Basis Workload performance tuning

            	
              Y

            	
               

            
	
               100

            	
              Monitor
                and Interpret HP Openview

            	
              Y

            	
               

            
	
               101

            	
              Monitor
                and Interpret View System Logs

            	
              Y

            	
               

            
	
               102

            	
              Monitor
                and Interpret Short Dumps

            	
              Y

            	
               

            
	
               103

            	
              Monitor
                and Interpret System Wide Processes

            	
              Y

            	
               

            
	
               104

            	
              Monitor
                and Interpret Activity of Users

            	
              Y

            	
               

            
	
               105

            	
              Monitor
                and Interpret Batch Input

            	
              Y

            	
               

            
	
               106

            	
              Monitor
                and Interpret File Systems

            	
              Y

            	
               

            
	
               107

            	
              Provide
                Second Level Support for Printers

            	
              Y

            	
               

            
	
               108

            	
              Provide
                Second Level Support for Job Scheduling

            	
              Y

            	
               

            
	
               109

            	
              Provide
                Second Level Support for CTS Transporting/Object Manager

            	
              Y

            	
               

            
	
               110

            	
              Provide
                Second Level Support for SAP OSS/Portal support

            	
              Y

            	
               

            
	
               111

            	
              Lifecycle
                Maintenance IMACD SAP Instances

            	
              Y

            	
               

            
	
               112

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Bolt Ons - PI, D&B,
                Languages

            	
              Y

            	
               

            
	
               113

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Object Manager

            	
              Y

            	
               

            
	
               114

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Taxware

            	
              Y

            	
               

            
	
               115

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Kaba Benzing - ETIME

            	
              Y

            	
               

            
	
               116

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Lisa/Mimi

            	
              Y

            	
               

            
	
               117

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: Gentran

            	
              Y

            	
               

            
	
               118

            	
              Lifecycle
                Maintenance IMACD SAP Interfaces: BSI TaxFactory

            	
              Y

            	
               

            
	
               119

            	
              Execute
                and Coordinate Client Exports/Imports/Deletes

            	
              Y

            	
               

            
	
               120

            	
              Configure
                and Tune SAP: Load Balancing

            	
              Y

            	
               

            
	
               121

            	
              Configure
                and Tune SAP:CTS/Workbench

            	
              Y

            	
               

            
	
               122

            	
              Configure
                and Tune SAP:Remote Function Call

            	
              Y

            	
               

            
	
               123

            	
              Configure
                and Tune SAP:Operation Modes

            	
              Y

            	
               

            
	
               124

            	
              Configure
                and Tune SAP:Logon Groups

            	
              Y

            	
               

            
	
               125

            	
              Configure
                and Tune SAP:Client Configuration

            	
              Y

            	
               

            
	
               126

            	
              Configure
                and Tune SAP:Workflow

            	
              Y

            	
               

            
	
               127

            	
              Configure
                and Tune SAP:Profle parameters

            	
              Y

            	
               

            
	
               128

            	
              Prepare
                SAP GUI for Client Deployment

            	
              Y

            	
               

            
	
               129

            	
              Tier
                II Support Infrastructure Software Application(s)

            	
              Y

            	
               

            
	
              SAP
                BASIS Security

            
	
              130

            	
              Support
                design and implementation of SAP Security in R/3, BW/BI, 

            	
              Y

            	 
	
              131

            	
              User
                Management

            	
              Y

            	 
	
              132

            	
              Roles
                and Profile Management

            	
              Y

            	 
	
              133a

            	
              End
                user assistance and support for profile assignment, content and
                management

            	
              Y

            	 
	
              133

            	
              Intentionally
                blank.

            	 	 
	
              134

            	
              Monitor,
                identify SOD issues and appropriate notifications

            	
              Y

            	 
	
              135

            	
              Maintain
                VIRSA Compliance Calibrator tool

            	
              Y

            	 
	
              136

            	
              SAP
                License Reports

            	
              Y

            	 
	
              137

            	
              Intentionally
                blank.

            	 	 
	
              138

            	
              SAP
                Security tasks Process documentation

            	
              Y

            	 
	
              139

            	
              Intentionally
                blank.

            	 	 
	
              140

            	
              Intentionally
                blank.

            	 	 
	
              141

            	
              Transport
                Management

            	
              Y

            	 
	
              142

            	
              Master
                Records and roles assignment through Computer Aided Testing Tool
                Script

            	
              Y

            	 
	
              143

            	
              Intentionally
                blank.

            	 	 
	
              144

            	
              License
                Administration Workbench

            	
              Y

            	 
	
              145

            	
              SOX
                Audit related reporting

            	
              Y

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Architecture
      Services

     

    


    Description
      of Service

    The
      Architecture Service will provide Hercules with a technology planning and design
      function. This Service will be responsible for taking business and management
      requirements and designing solutions. These solutions will form a cohesive
      information technology architecture that provides integration between Systems,
      cost effective standards and successful implementations.

    


    


    Roles
      and Responsibilities:

    The
      table
      below depicts the scope of work and tasks to be performed by Supplier and
      Hercules for Architecture Services. The table captures the role and
      responsibilities for Supplier and Hercules in delivering these
      Services.

    


    
      	
               

              No

            	
              Architecture
                Services

            	
              Supplier

            	
              Hercules

            
	
              1. 

            	
              Provide
                subject matter expertise on an as-needed basis for projects as they
                are
                defined and approved. This expertise will require a range of knowledge
                including: applications, networking, security, data management
                etc.

            	
              Y

            	 
	
              2. 

            	
              Maintain
                and update roadmap documentation for key Hercules technologies for
                use in
                planning.

            	
              Y

            	 
	
              3. 

            	
              Provide
                blueprint documentation outlining the configuration and implementation
                of
                new or upgraded technologies as they are introduced at
                Hercules.

            	
              Y

            	 
	
              4. 

            	
              Provide
                support to implementation teams as new or updated technologies are
                introduced at Hercules.

            	
              Y

            	 
	
              5. 

            	
              Provide
                requirements and high level direction for an enterprise network
                architecture including: WAN services, LAN services, Internet access
                service and remote access services.

            	
               

            	
              Y 

            
	
              6. 

            	
              Provide
                subject matter expertise to develop, document and maintain an enterprise
                network architecture including: WAN services, LAN services, Internet
                access service, remote access services

            	
              Y

            	
               

            
	
              7. 

            	
              Approve
                the final architecture design for an enterprise network architecture
                including: WAN services, LAN services, Internet access service and
                remote
                access services.

            	 	
              Y 

            
	
              8. 

            	
              Provide
                requirements and high level direction for a standard local area network
                architecture including: switching, DNS, DHCP, IP infrastructure,
                Wi-Fi and
                network availability.

            	 	
              Y

            
	
              9. 

            	
              Provide
                subject matter expertise to develop, document and maintain a standard
                local area network architecture including: switching, DNS, DHCP,
                IP
                infrastructure, Wi-Fi and network availability

            	
              Y

            	 
	
              10. 

            	
              Approve
                the final architecture design for a standard local area network
                architecture including: switching, DNS, DHCP, IP infrastructure,
                Wi-FI and
                network availability.

            	 	
              Y

            
	
              11. 

            	
              Provide
                requirements and high level direction for an enterprise telephony
                architecture including: VoIP Call Manager clusters, Voicemail services,
                softphone access, voice/data integration and cost
                optimization.

            	 	
              Y

            
	
              12. 

            	
              Intentionally
                Blank

            	 	 
	
              13. 

            	
              Approve
                the final architecture design for an enterprise telephony architecture
                including: VoIP Call Manager clusters, Voicemail services, softphone
                access, voice/data integration and cost optimization.

            	 	
              Y

            
	
              14. 

            	
              Provide
                requirements and high level direction for an SAP landscape architecture
                that supports standard SAP ERP applications including: SAP R3, SAP
                BW, SAP
                PLM, SAP Solution Manager, SAP WebAS and other key components of
                the MySAP
                ERP family.

            	 	
               Y

            
	
              15. 

            	
              Provide
                subject matter expertise to develop, document and maintain an SAP
                landscape acrchitecture that supports standard SAP ERP applications
                including: SAP R3, SAP BW, SAP PLM, SAP Solution Manager, SAP WebAS
                and
                other key components of the MySAP ERP family.

            	
              Y

            	
               

            
	
              16. 

            	
              Approve
                the final architecture design for an SAP landscape that supports
                standard
                SAP ERP applications including: SAP R3, SAP BW, SAP PLM, SAP Solution
                Manager, SAP WebAS and other key components of the MySAP ERP
                family.

            	 	
              Y 

            
	
              17. 

            	
              Provide
                requirements and high level direction for a storage architecture
                including: SAN services, NAS services and off-line tape backup
                services.

            	
               

            	
              Y 

            
	
              18. 

            	
              Provide
                subject matter expertise to develop, document and maintain a storage
                architecture including: SAN services, NAS services and off-line tape
                backup services.

            	
              Y

            	
               

            
	
              19. 

            	
              Approve
                the final architecture design for an enterprise network architecture
                including: SAN services, NAS services and off-line tape backup
                services.

            	 	
              Y 

            
	
              20. 

            	
              Provide
                requirements and high level direction for a messaging and collaboration
                architecture including: email, instant messaging and electronic web
                meetings.

            	 	
              Y 

            
	
              21. 

            	
              Provide
                subject matter expertise to develop, document and maintain a messaging
                and
                collaboration architecture including: email, instant messaging and
                electronic web meetings.

            	
              Y

            	
               

            
	
              22. 

            	
              Approve
                the final architecture design for a messaging and collaboration
                architecture including: email, instant messaging and electronic web
                meetings.

            	 	
               Y

            
	
              23. 

            	
              Provide
                requirements and high level direction for a standard Wintel server
                architecture including: servers, OS, and VM technologies.

            	 	
               Y

            
	
              24. 

            	
              Provide
                subject matter expertise to develop, document and maintain a standard
                Wintel server architecture including: servers, OS and VM
                technologies.

            	
              Y

            	
               

            
	
              25. 

            	
              Approve
                the final architecture design for a standard Wintel server architecture
                including: servers, OS and VM technologies.

            	 	
              Y 

            
	
              26. 

            	
              Provide
                requirements and high level direction for a Disaster Recovery architecture
                that meets DR/BC requirements including: Servers, applications,
                telecommunications etc.

            	
               

            	
              Y 

            
	
              27. 

            	
              Provide
                subject matter expertise to develop, document and maintain Disaster
                Recovery architecture that meets DR/BC requirements

            	
              Y

            	
               

            
	
              28. 

            	
              Approve
                the final architecture design for a Disaster Recovery architecture
                that
                meets DR/BC requirements

            	 	
               Y

            
	
              29. 

            	
              Provide
                requirements and high level direction for a Security architecture
                including: Directory services, data network security, remote access,
                server and application security.

            	 	
               Y

            
	
              30. 

            	
              Provide
                subject matter expertise to develop, document and maintain a Security
                architecture including: Directory services, data network security,
                remote
                access, server and application security.

            	
              Y

            	
               

            
	
              31. 

            	
              Approve
                the final architecture design for a Security architecture including
                directory services, data network security, remote access, server
                and
                application security.

            	
               

            	
               Y

            
	
              32. 

            	
              Provide
                requirements and high level direction for a web-based portal architecture
                including: SAP Enterprise Portal, development tools for the platform,
                and
                supporting infrastructure.

            	 	
              Y

            
	
              33. 

            	
              Intentionally
                Blank

            	 	 
	
              34. 

            	
              Approve
                the final architecture design for a web-based portal architecture
                including: SAP Enterprise Portal, development tools for the platform,
                and
                supporting infrastructure..

            	 	
              Y

            
	
              35. 

            	
              Provide
                requirements and high level direction for a system patching and management
                architecture including: servers and telecom equipment.

            	 	
              Y

            
	
              36. 

            	
              Provide
                subject matter expertise to develop, document and maintain a system
                patching and management architecture including: servers and telecom
                equipment.

            	
              Y

            	 
	
              37. 

            	
              Approve
                the final architecture design for a system patching and management
                architecture including: servers and telecom equipment.

            	 	
              Y

            
	
              38. 

            	
              Provide
                requirements and high level direction for an application architecture
                including: integration technologies, application management tools
                and
                development tool standards.

            	 	
              Y

            
	
              39. 

            	
              Intentionally
                Blank

            	 	 
	
              40. 

            	
              Approve
                the final architecture for an application architecture including:
                integration technologies, application management tools and development
                tool standards.

            	 	
              Y

            
	
              41. 

            	
              Defining
                patch administration policies

            	 	
              Y

            
	
              42. 

            	
              Architect
                & design high availability server landscapes for SAP R3, SAP BW, SAP
                PLM, SAP Netweaver, 

              Architect
                & design high availability server landscapes for SAP extensions (e.g.
                Adobe, Redwood, Maestro, IXOS, Taxware, BSI, Jetform, Top Call, Object
                Manager).

            	 	
              Y

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
      REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION.


    Hercules

     

    


     

    Schedule
      G

     

    


     

    Service
      Levels Methodology

     


    
      
        
           

           

           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE
            COMMISSION.

        

      

    



    SCHEDULE
      G

    SERVICE
      LEVELS METHODOLOGY

    


     

    TABLE
      OF CONTENTS

     

    1.GENERAL                                                           1

     

    2.ATTACHMENTS                                                         1

     

    3.REPORTING,
      INVESTIGATION AND CORRECTION                                     1   

     

    4.NOTICE
      REQUIREMENTS FOR ADDITIONS, DELETIONS AND
      MODIFICATIONS                      
2

     

    5.SERVICE
      LEVEL CREDITS                                                    2

     

    6.EARNBACK                                                            3

     

    7.ADDITIONS
      AND DELETIONS OF PERFORMANCE CATEGORIES                             4

     

    8.ADDITIONS
      AND DELETIONS OF SERVICE LEVELS                                     5

     

    9.CRITICAL
      DELIVERABLES - AFTER EFFECTIVE DATE                                    7

     

    10.COMMENCEMENT
      OF OBLIGATIONS                                            
7

     

    11.COOPERATION                                                         
7

     

    12.CONTINUOUS
      IMPROVEMENT - SERVICE LEVELS                                     
7

     

    13.IMPROVEMENT
      PLAN FOR KEY MEASUREMENTS                                     
8

     

    14.MEASURING
      TOOLS                                                     8

     

    15.TIMES                                                                 9

     

    16.SINGLE
      INCIDENT/MULTIPLE DEFAULTS                                           
      9

     

    17.EXCEPTIONS                                                           
9
      

     

    


     


    
      
        
           

           

           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      

    



    


     

    
      	1.  	
              GENERAL

            


    

     

    This
      is
Schedule
      G
      to the
      Master Professional Services Agreement between Hercules and Supplier (the
“Agreement”).
      It
      sets forth certain quantitative Critical Service Levels, Key Measurements and
      Critical Deliverables against which Supplier’s performance is measured.


     

    
      	2.  	
              ATTACHMENT

            


    

     

    The
      following Attachments are attached to this Schedule
      G
      and
      incorporated herein by reference:

     

    Attachment
      G.1:
      Service
      Levels Matrix. This Attachment sets forth the (i) definition of Service Levels
      and Key Measurements, (ii) the quantitative measurements that Supplier shall
      meet or exceed for each such Service Level and Key Measurement, and Measurement
      tools. Attachment
      G.1
      also
      sets forth certain Critical Deliverables. 

     

    
      	3.  	
              REPORTING,
                INVESTIGATION AND
                CORRECTION

            


    

     

    Unless
      otherwise specified in Attachment
      G.1,
      each
      Critical Service Level and Key Measurement shall be measured and reported on
      a
      monthly basis beginning on the Commencement Date or, if later the date specified
      in Attachment
      G.1.
      Supplier shall provide to Hercules, as part of Supplier’s monthly performance
      reports, a set of hard- and soft-copy reports to verify Supplier's performance
      and compliance with the Critical Service Levels, Key Measurements and Critical
      Deliverables (until all Critical Deliverables are received and approved by
      Hercules).

     

    Supplier
      shall provide detailed supporting information for each report to Hercules in
      machine-readable form suitable for use on a personal computer. The data and
      detailed supporting information shall be Hercules’ Confidential Information, and
      Supplier shall provide Hercules access to such information on-line and in
      real-time at any time during the Term.

     

    Supplier
      will also be responsible for promptly investigating and correcting failures
      to
      meet the Service Levels by:

     

    
      	1.  	
              Promptly
                initiating problem investigations, including Root Cause Analyses
                conducted
                in accordance with the Agreement;

            


    

     

    
      	2.  	
              Promptly
                reporting problems to Hercules in accordance with the escalation
                process
                set forth in the Policy and Procedures
                Manual;

            


    

     

    
      	3.  	
              Using
                all commercially reasonable efforts to correct problems and to begin
                meeting or restoring Service Levels as soon as
                practicable;

            


    

     

    
      	4.  	
              Advising
                Hercules of the root cause of problems and the status of remedial
                efforts
                being undertaken with respect to such
                problems;

            


    

     

    
      	5.  	
              Providing
                reasonable evidence to Hercules that the causes of such problems
                have been
                or will be corrected; and

            


    

     

    
      	6.  	
              Making
                written recommendations to Hercules for improvement in
                procedures.

            


    

     

    Supplier
      will identify root causes, correct problems and minimize recurrences of missed
      Service Levels for which Supplier is responsible and which cause or contribute
      to Supplier not meeting the Service Levels.

     


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    
      	4.  	
              NOTICE
                REQUIREMENTS FOR ADDITIONS, DELETIONS AND
                MODIFICATIONS

            


    

     

    Hercules
      may send written notice to Supplier at least ninety (90) days prior to the
      date
      that any of the following shall be effective, provided that Hercules may send
      only one such notice (which notice may contain multiple changes) each calendar
      quarter. 

     

    
      	1.  	
              New
                Performance Categories or additions or deletions to Performance Categories
                as permitted under Section 7; 

            


    

     

    
      	2.  	
              Additions,
                deletions or modifications to Service Levels (which include Critical
                Service Levels and Key Measurements) as expressly permitted under
                Sections
                7 or 8; 

            


    

     

    
      	3.  	
              Movement
                of Critical Service Levels to Key Measurements and Key Measurements
                to
                Critical Service Levels; 

            


    

     

    
      	4.  	
              Modifications
                to Service Level Credit Allocation Percentages for any Critical Service
                Levels; or

            


    

     

    
      	5.  	
              Modifications
                to Allocation of Pool Percentage for Performance
                Categories.

            


    

     

    
      	5.  	
              SERVICE
                LEVEL CREDITS

            


    

     

    In
      the
      event of a Service Level Default for a Critical Service Level, Supplier shall
      provide Hercules credits as defined below:

     

    
      	1.  	
              Attachment
                G.1
                sets forth the information required to calculate the Service Level
                Credits
                Supplier shall pay to Hercules (or apply against monthly Charges)
                in the
                event of a Service Level Default. For each Service Level Default,
                Supplier
                shall pay to Hercules, subject to Section
                6 below,
                a Service Level Credit that will be computed in accordance with the
                following formula:

            


    

     

    Service
      Level Credit = A x B x C

     

    Where:

     

    A = The
      Allocation of the Pool Percentage specified for the Performance Category in
      which the Service Level Default occurred as shown in Attachment
      G.1.

     

    B = The
      Service Level Credit Allocation Percentage for which the Service Level Default
      occurred as shown in Attachment
      G.1.

     

    C = At
      Risk
      Amount

     

    For
      example, assume that Supplier fails to meet the Minimum Service Level for a
      Critical Service Level, that the total monthly Charges for all Services for
      the
      month in which the Service Level Default occurred were $****** and that the
      At
      Risk Amount was ******% of such monthly Charges.

     

    Additionally,
      assume that the Allocation of Pool Percentage for the Performance Category
      of
      such Critical Service Level (as set forth on Attachment
      G.1)
      is
      ******% and that the Service Level Credit Allocation Percentage for such Service
      Level Default (as set forth on Attachment
      G.1)
      is
      ******%. The Service Level Credit due to Hercules for such Service Level Default
      would be computed as follows:

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    A = ******%
      (the Allocation of Pool Percentage)

     

    multiplied
      by

     

    B = ******%
      (the Service Level Credit Allocation Percentage)

     

    multiplied
      by

     

    C = $******
      (******percent (******%) of $******, Supplier’s total monthly Charge for all
      Services for the month during which the Service Level Default
      occurred).

     

    = $******
      (the amount of the Service Level Credit)

     

    
      	2.  	
              If
                more than one Service Level Default has occurred in a single month,
                the
                sum of the corresponding Service Level Credits shall be credited
                to
                Hercules.

            


    

     

    
      	3.  	
              In
                no event shall the aggregate amount of Service Level Credits credited
                to
                Hercules with respect to all Service Level Defaults occurring in
                a single
                month exceed, in total, the At Risk Amount for such
                month.

            


    

     

    
      	4.  	
              Supplier
                shall notify Hercules in writing if Hercules becomes entitled to
                a Service
                Level Credit, which notice shall be included in the standard monthly
                reporting for Critical Service Levels and Key Measurements as described
                in
                Section
                3 and
                shall describe the Service Level Defaults for the month that is the
                subject of the monthly Critical Service Level report. The monthly
                reports
                shall also describe any failure to meet Key Measurements for the
                month
                being reported on.

            


    

     

    
      	5.  	
              The
                total amount of Service Level Credits that Supplier will be obligated
                to
                pay to Hercules, with respect to Service Level Defaults occurring
                each
                month (subject to Supplier’s Earnback rights described in Section
                6),
                shall be reflected and credited to Hercules on the invoice that contains
                charges for the month during which the Service Level Default(s) giving
                rise to such credit(s) occurred. For example, the amount of Service
                Level
                Credits payable (subject to the Supplier’s Earnback rights described in
                Section
                6)
                with respect to Service Level Defaults occurring in August shall
                be set
                forth in and credited against, the invoice for the August Monthly
                Charges
                issued in September. 

            


    

     

    
      	6.  	
              Supplier
                acknowledges and agrees that the Service Level Credits shall not
                be deemed
                or construed to be liquidated damages or a sole and exclusive remedy
                or in
                derogation of any other rights and remedies Hercules has under the
                Agreement.

            


    

     

    
      	7.  	
              If
                a Minimum Service Level Failure recurs in three or more consecutive
                months
                for the same Critical Service Level, the amount of the applicable
                Service
                Level Credit payable to Hercules shall be doubled for such third
                and each
                subsequent failure. For the avoidance of doubt, the Service Level
                Credit
                shall only be doubled one time, such doubled amount shall be payable
                for
                all successive consecutive Service Level Failures for the subject
                Minimum
                Service Level, and such doubled amount shall not be subject to
                Earnback.

            


    

     

    
      	6.  	
              EARNBACK

            


    

     

    Supplier
      shall have Earnback opportunities with respect to each Service Level Credit
      as
      follows:

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    
      	1.  	
              Within
                thirty (30) days after the end of each Contract Year, Supplier shall
                provide a report to Hercules that will include, with respect to each
                Critical Service Level for which there was a Service Level Default
                during
                the preceding Contract Year, the
                following:

            


    

     

    
      	 	
              1.1.

            	
              Statistics
                on Supplier’s average monthly performance in that Critical Service Level
                during the preceding Contract Year (the “Yearly
                Performance Average”).

            


    

     

    
      	 	
              1.2.

            	
              The
                total amount of Service Level Credits imposed for Service Level Defaults
                in that Critical Service Level.

            


    

     

    
      	2.  	
              If,
                during the preceding Contract Year, Supplier achieved a Yearly Performance
                Average in a Critical Service Level that was equal to or greater
                than the
                Expected Service Level in effect for such Critical Service Level
                during
                the preceding year, Supplier shall be entitled to receive an earnback
                credit (“Earnback
                Credit”)
                equal to all Service Level Credits (except doubled Service Level
                Credits
                calculated in accordance with Section
                5.7
                above) assessed during the preceding Contract Year for such Critical
                Service Level. In no event will: (i) the total amount of Earnback
                Credits
                for any Contract Year exceed the total amount of Service Level Credits
                assessed and credited to Hercules for Service Level Defaults in the
                applicable Critical Service Levels for that Contract Year; or (ii)
                any
                Earnback Credit carry forward to subsequent Contract Years or back
                to
                previous Contract Years. 

            


    

     

    
      	3.  	
              If,
                during the preceding Contract Year, Hercules deletes a Critical Service
                Level, the Supplier shall be relieved from paying Service-Level Credits
                assessed during the preceding Contract Year for Service-Level Defaults
                in
                that Critical Service Level.

            


    

     

    
      	4.  	
              The
                Earnback Credits shall be invoiced by Supplier to Hercules on the
                first
                monthly invoice reflecting charges for the first month of the Contract
                Year immediately following the Contract Year in which such Earnback
                Credit
                occurred. If there will be no further invoices, the Supplier will
                promptly
                invoice Hercules in accordance with the Agreement for the Earnback
                Credit.
                Hercules will pay the Earnback Credit to Supplier in accordance with
                and
                subject to Section
                12
                of
                the Agreement. 

            


    

     

    
      	5.  	
              If
                the Critical Service Level was in effect for less than the entire
                Contract
                Year, the foregoing process shall be undertaken only with respect
                to the
                portion of the Contract Year during which the Critical Service Level
                was
                in effect. If the Agreement (or any portion thereof) is terminated
                prior
                to the end of the Term, the foregoing process shall be undertaken
                only
                with respect to the portion of the Contract Year during which the
                Agreement (or applicable portion thereof) was in
                effect.

            


    

     

    
      	6.  	
              The
                provision for Earnback shall only affect Supplier’s right to receive
                return of Service Level Credits provided to Hercules and shall have
                no
                effect on any other rights or remedies of Hercules under the Agreement,
                including rights of termination. 

            


    

     

    
      	7.  	
              ADDITIONS
                AND DELETIONS OF PERFORMANCE
                CATEGORIES

            


    

     

    Hercules
      may add or delete Performance Categories by sending written notice as described
      in Section
      4.
      Such
      change notice shall include changes necessary to accommodate the addition of
      new
      Performance Categories. In no event may (i) the sum of the Allocations of Pool
      Percentage for all the Performance Categories exceed the Pool Percentage
      Available for Allocation, or (ii) the sum of the 

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    Service
      Level Credit Allocation Percentages for all Critical Service Levels within
      a
      Performance Category exceed ****** percent (******%) (unless otherwise set
      forth
      in Schedule G.1 as of the Effective Date).

     

    
      	8.  	
              ADDITIONS
                AND DELETIONS OF SERVICE
                LEVELS

            


    

     

    Hercules
      may add, delete or modify Critical Service Levels or Key Measurements as follows
      by sending written notice in accordance with Section
      4.

     

    8.1
       Additions
      of New Service Levels

     

    Hercules
      may add Service Levels in accordance with this Section
      8.1
      and by
      providing written notice in accordance with Section
      4.
      Expected Service Level and Minimum Service Level commitments associated with
      added Service Levels will be computed as follows:

     

    
      	1.  	
              Where
                at least six (6) consecutive months of Supplier provided service
                measurements exist for a particular Service that is being provided
                by
                Supplier, the Parties agree that the Expected Service Level shall
                be
                defined as the average of such service measurements for the six-month
                measurement period and that the Minimum Service Level shall be defined
                as
                the lowest1 Both
                Parties understand that certain Service Levels may not be measured
                against
                an objective of ****** percent (******%), for example, Time (days,
                hours,
                etc.), defects, etc. where ****** (******) hours/days and ******
                percent
                (******%), respectively, are the appropriate objectives. The calculations
                described in this Schedule G will be modified as appropriate to reflect
                these objectives. For example, if the Service Level involved defects
                in
                lines of code where ****** percent (******%) is the objective, lowest
                would be changed to highest in Section
                8.1,
                highest would be changed to lowest in Section
                8.1.3.2.1
                and ****** percent (******%) would be changed to ****** percent (******%)
                in Section
                8.1.3.2.1.

            


    

     

    service
      measurement achieved during the six-month measurement period, or 

     

    
      	2.  	
              Where
                no measurements exist for a particular Service that is being provided
                by
                Supplier, the Parties shall attempt in good faith to agree on an
                Expected
                Service Level and a Minimum Service Level commitment using industry
                standard measures or third party advisory services (for example,
                Gartner
                Group, Yankee Group, etc.), or

            


    

     

    
      	3.  	
              Where
                less than six (6) months or no measurements exist for a particular
                Service
                that is being provided by Supplier, and the Parties fail to agree
                on an
                Expected Service Level and a Minimum Service Level commitment using
                industry standard measures as described in Section
                8.1.2
                above, the Parties shall do the
                following:

            


    

     

    
      	 	
              3.1.

            	
              Supplier
                shall begin providing monthly measurements within thirty (30) days
                after
                Supplier’s receipt of Hercules’ written request and subject to agreement
                on such measurements in accordance with the Change Control
                Procedures.

            


    

     

    
      	 	
              3.2.

            	
              After
                six (6) or more actual service level attainments have been measured
                (or
                should have been measured per Section
                8.1.3.1
                above and if not so measured; constructed as described in Section
                8.1.3.2.1
                below), Hercules may at any time in writing request that Section
                8.1.1
                above be used to establish the Expected Service Level and Minimum
                Service
                Level commitments.

            


    

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    8.2 Deletions,
      Demotions and Promotions

     

    Hercules
      may delete Critical Service Levels or Key Measurements by sending written notice
      in accordance with Section
      4.

     

    Hercules
      also may demote existing Critical Service Levels to Key Measurements and promote
      existing Key Measurements to Critical Service Levels by sending written notice
      in accordance with Section
      4.

     

    
      	 	
              8.3

            	
              Impact
                of Additions and Deletions of Critical Service Levels on Service
                Level
                Credit Allocation
                Percentages

            


    

     

    When
      adding or deleting a Critical Service Level, promoting a Key Measurement to
      Critical Service Level or demoting a Critical Service Level to Key Measurement,
      Hercules shall modify the Service Level Credit Allocation Percentages for the
      other Critical Service Levels within the Performance Category such that the
      total Service Level Credit Allocation Percentages for all Critical Service
      Levels within the Performance Category equals ******percent
      (******%).

     

    If
      Hercules adds a Critical Service Level in accordance with Section
      8.1
      or
8.2.2
      above,
      but does not modify the Service Level Credit Allocation Percentages for the
      other Critical Service Levels within the applicable Performance Category under
      this Section
      8.3,
      then,
      until such time as Hercules so modifies such Service Level Credit Allocation
      Percentages, the Service Level Credit Allocation Percentage for such added
      Critical Service Level shall be zero.

     

    
      	 	
              8.4

            	
              Modifications
                of Allocation of Pool Percentages and Service Level Credit Allocation
                Percentages for Critical Service
                Levels

            


    

     

    
      	1.  	
              Allocation
                of Pool Percentages

            


    

     

    Hercules
      may modify the Allocation of Pool Percentage for any Performance Category by
      sending written notice to Supplier in accordance with Section
      4.
      When
      modifying the Allocation of Pool Percentage for a Performance Category Hercules
      shall modify the Allocation of Pool Percentages for one or more other
      Performance Categories such that the total of the Allocation of Pool Percentages
      for all Performance Categories does not exceed the Pool Percentage Available
      for
      Allocation. 

     

    
      	2.  	
              Service
                Level Credit Allocation
                Percentages

            


    

     

    Hercules
      may modify the Service Level Credit Allocation Percentages for two or more
      of
      the Critical Service Levels within a Performance Category by sending written
      notice to Supplier in accordance with Section
      4.
      In no
      event may the total Service Level Credit Allocation Percentages for all Critical
      Service Levels within the Performance Category exceed ******percent (******%)
      (unless otherwise set forth in Schedule G.1 as of the Effective
      Date).

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    
      	9.  	
              CRITICAL
                DELIVERABLES - AFTER EFFECTIVE
                DATE

            


    

     

    Certain
      of Supplier’s obligations under the Agreement are one-time or periodic
      obligations to deliver Critical Deliverables. Schedule
      H and Attachment
      G.1
      set
      forth the Deliverable Credits that shall be payable by Supplier to Hercules
      in
      the event Supplier fails to deliver any of the Critical Deliverables within
      the
      time period relative to the Effective Date, specified in Schedule
      H or Attachment
      G.1.
      Imposition of Deliverable Credits for failure to meet the Critical Deliverables
      obligations shall not be included in the calculation related to the At Risk
      Amount previously described in Section
      5.3.
      The
      total amount of Deliverable Credits that Supplier will be obligated to pay
      to
      Hercules shall be reflected and credited on the invoice that contains charges
      for the month 

     

    during
      which the Critical Deliverable failure occurred (for example, the amount of
      Deliverable Credits payable for failure to deliver any Critical Deliverable(s)
      in August shall be set forth in and credited against the invoice for August
      charges issued in September). Unlike Service Level Credits, Deliverable Credits
      will not be subject to Earnback.

     

    


     

    
      	10.  	
               COMMENCEMENT
                OF OBLIGATIONS

            


    

     

    The
      obligations set forth herein shall commence on the Service Commencement Date
      or
      as otherwise specified in Attachment
      G.1
      referencing the column “SCD + mos**”. The numbers used in the column “SCD
      +mos**” are in the format X where “X” represents the number of months after the
      Service Commencement Date when Supplier will be responsible to provide
      measurement data in support of the Critical Service Level and Supplier will
      be
      responsible for Service Level Credits for any failures to attain the Critical
      Service Level. If the notation in column “SCD + Mos**” is “SCD” the obligation
      will commence on the Commencement Date (or, if later, the date on which Supplier
      assumes responsibility for the Services in question in accordance with the
      Transition Plan).

     

    
      	11.  	
              COOPERATION

            


    

     

    The
      achievement of the Service Levels by Supplier may require the coordinated,
      collaborative effort of Supplier with other Hercules third parties contractors.
      Supplier will provide a single point of contact for the prompt resolution of
      all
      Service Level Defaults and all failures to provide high quality Services to
      Hercules, regardless of whether the reason for such Service Level Defaults,
      or
      failure to provide high quality Services to Hercules, was caused by
      Supplier.

     

    
      	12.  	
              CONTINUOUS
                IMPROVEMENT - SERVICE LEVELS 

            


    

     

    The
      Parties agree to the concept of continuous improvement with the existing
      Supplier Personnel and other resources and that the Critical Service Levels
      and
      Key Measurements should be modified during the Agreement to reflect this
      concept. The Parties acknowledge that there may be limits to the extent to
      which
      Critical Service Levels and Key Measurements may be continually improved with
      such Supplier Personnel and resources. To accomplish this, Critical Service
      Levels and Key Measurements will be modified at the end of each Contract Year
      during the Term as described below, unless otherwise agreed:

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    
      	1.  	
              Each
                Expected Service Level will be reset to the average of the four highest
                monthly actual results (for example, 99.6% is higher than 99.4%)
                at or
                above the Expected Service Levels achieved during the preceding twelve
                months; provided that, if fewer than four monthly actual results
                exceeded
                the Expected Service Level, the Expected Service Level will be reset
                by
                taking the four (4) highest monthly actual results, replacing each
                such
                actual result that is below the Expected Service Level with the Expected
                Service Level, and dividing the sum of the resulting four (4) numbers
                by
                four (4).

            


    

     

    For
      example, if the Expected Service Level being adjusted were 99.6%, and there
      were
      three actual results that were higher and none equal (e.g., 99.9%, 99.8%, and
      99.7%), the calculation would be ((99.9% + 99.8% + 99.7% + 99.6%) / 4) = 99.75%
      with the subsequent reset governed by Section 12.2 below.

     

    
      	2.  	
              Notwithstanding
                Section 12.1 above, in no event shall any single increase in an Expected
                Service Level pursuant to Section 12.1 above exceed ten percent (10%)
                of
                the difference between one hundred percent (100%) and the then-current
                Expected Service Level.

            


    

     

    For
      example, if the Expected Service Level being adjusted were 99.6%, the maximum
      increase for that reset would be 0.04% (i.e. from 99.6% to 99.64%).

     

    
      	3.  	
              Notwithstanding
                the foregoing, the Parties acknowledge and agree that calculating
                improvements for certain Service Levels using the formula above may
                not be
                possible to effectuate the purpose of this Section. Accordingly,
                alternative approaches will be utilized by the Parties as mutually
                agreed.

            


    

     

    
      	4.  	
              Each
                Minimum Service Level will be adjusted as mutually
                agreed.

            


    

     

    
      	13.  	
              IMPROVEMENT
                PLAN FOR KEY MEASUREMENTS

            


    

     

    If
      Supplier fails to satisfy any Key Measurement, Supplier shall provide Hercules
      with a written plan for improving Supplier’s performance to satisfy the Key
      Measurement within thirty (30) days of the failure to meet the Expected Service
      Level or the Minimum Service Level for the Key Measurement, which plan shall
      be
      subject to Hercules’ approval, not to be unreasonably withheld. Supplier shall
      promptly implement such plan once it has been approved by Hercules.

     

    
      	14.  	
              MEASURING
                TOOLS

            


    

     

    The
      measuring tools that exist in Hercules environment (or as otherwise provided
      by
      Hercules) during the Term shall be the measuring tools for the Critical Service
      Levels and Key Measurements designated. Supplier shall fully utilize such tools
      to measure the Critical Service Levels and Key Measurements.

     

    As
      directed by Hercules, Supplier shall enhance existing tools or implement new
      tools as a Project in accordance with Section
      4.5
      of the
      Agreement and Schedule
      J.
      Hercules shall be financially responsible for providing measuring tools. Tools
      for new Service Levels will be implemented in accordance with the foregoing
      and
      according to the Change Control Procedures.

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    


     

    If,
      after
      the Effective Date or the implementation of tools for new Service Levels,
      Supplier desires to use a different measuring tool for a Critical Service Level
      or Key Measurement, Supplier shall provide written notice to Hercules. If
      Hercules approves such tool, the Parties will reasonably adjust the measurements
      as necessary to account for any increased or decreased sensitivity in the new
      measuring tools. Unless and until such tool is approved, Supplier will continue
      to use the measurement tool that had been initially approved by
      Hercules.

     

    It
      is not
      anticipated that changes in the measurement tools will drive changes in Service
      Levels; rather, the need to collect and accurately reflect the performance
      data
      should drive the development or change in performance measurement
      tools.

     

    
      	15.  	
               TIMES

            


    

     

    Unless
      otherwise set forth herein, all references in this Schedule
      G
      shall
      refer to Eastern Standard Time or Eastern Daylight Time, as
      applicable.

     

    
      	16.  	
              SINGLE
                INCIDENT/MULTIPLE DEFAULTS

            


    

     

    If
      a
      single incident results in the failure of Supplier to meet more than one Minimum
      Service Level, Hercules shall have the right to select any one of such multiple
      Minimum Service Level Defaults for which it will be entitled to receive a
      Service Level Credit. Hercules shall not be entitled to a Service Level Credit
      for each of such Minimum Service Level Defaults.

     

    
      	17.  	
              EXCEPTIONS

            


    

     

    Supplier
      will be relieved of responsibility for failure to meet a Service Level and
      associated Service Level Credits to the extent provided in the Agreement,
      including Section
      10.2
      of the
      Agreement, and to the extent Supplier’s failure to meet the Service Level(s) is
      directly attributable to any of the following:

     

    
      	1.  	
              Problems
                resulting from components (hardware, software, network, maintenance)
                for
                which Hercules is operationally
                responsible.

            


    

     

    
      	2.  	
              Hercules’
                reprioritization of tasks to be performed by Supplier where Supplier
                has
                notified Hercules in advance that such reprioritization will cause
                Supplier to miss such Service
                Level.

            


    

     

    
      	3.  	
              Circumstances
                that excuse performance in connection with a force majeure event
                as
                specified Section
                18.2
                of
                the Agreement.

            


    

     

    
      	4.  	
              Service
                or resource reductions requested or approved by Hercules and agreed
                to by
                the Parties through the Change Control Procedures; provided that
                Supplier
                has previously notified Hercules in writing as part of such Change
                Control
                Procedures that the implementation of such request would result in
                such
                failure to meet the Service Level.

            


    

     

    


     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        


      

    


    Hercules
      Incorporated

     

    


     

    


     

    Schedule
      G.1 Service Level Matrix

     

    


     

    The
      Following 4 Tables Have Been Redacted.

     

    


     

    


    

      

      
        1

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


     

    


     

    


     

    Hercules

     

    


     

    


     

    Schedule
      H

     

    


     

    


     

    Transition
      Plan

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    Schedule
      H

     

    Transition
      Plan

     

    


     

    This
      is
Schedule
      H
      to the
      Master Professional Services Agreement between Hercules and Supplier (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.
      

     

    


     

    Table
      of Contents

    
      	
              1.

            	
              TRANSITION
                MILESTONES

            	
              1

            
	
              2.

            	
              ACCEPTANCE
                PROCEDURE

            	
              1

            
	
              3.

            	
              TRANSITION
                DELIVERABLE CREDITS AND EARNBACK

            	
              2

            


    

     

    


     

     

    


     

     

    Schedule
      H.1:
      Preliminary Transition Plan and Transition Deliverable
      Credits

     

     

    Schedule
      H.2:
      Transition Methodology

     

     

    


     

     

    
      	
              1.

            	
              Transition
                Milestones. 

            


    

     

     

    


     

     

    The
      initial transition project plan, attached hereto as Schedule
      H.1,
      reflects
      the Services to be transitioned to Supplier by Functional Service Area as set
      forth in Schedule
      H.1
      (transition of each Functional Service Area to be referred to as a “Transition
      Stream”).
      The
Transition
      Milestones associated with each Transition Stream are described in Schedule
      H.1
      and
H.2.
      The
      Transition Deliverable Credits associated with certain critical Transition
      Milestones (“Critical
      Transition Milestones”)
      are
      also described in Schedule
      H.1.
      Schedule
      H.2
      describes further details regarding the Transition Services and Transition
      Milestones. Within
      thirty (30) days after the Effective Date, Supplier shall deliver to Hercules
      a
      detailed Transition Plan for Hercules’s review, comment and approval in
      accordance with Section
      4.2
      of the
      Agreement.

     

     

    


     

     

    
      	
              2.

            	
              Acceptance
                Procedure. 

            


    

     

     

    


     

     

    
      	 	
              (a)

            	
              Supplier’s
                final performance and/or delivery of the Transition
                Services and
                deliverables associated with individual Transition Milestones shall
                be
                subject to Hercules’s Acceptance. This Section sets forth the procedures
                that shall apply to Hercules’s Acceptance of such Transition
                Services and
                deliverables. 

            


    

     

     

    
      	 	
              (b)

            	
              Before
                submitting the Transition Service and/or deliverables associated
                with a
                Transition Milestone to Hercules for Acceptance, Supplier shall
                successfully complete all quality assurance and testing activities
                with
                respect to such activities and deliverables. Supplier shall then
                submit to
                Hercules notification (each such notification, a “Transition
                Milestone Submission Notice”)
                seeking Hercules’s Acceptance that the applicable Transition Service or
                deliverable has been successfully completed in accordance with the
                Transition Milestone.

            


    

     

     

    
      	 	
              (c)

            	
              Upon
                receipt of each Transition Milestone Submission Notice, Hercules
                shall
                review the applicable Transition Service or deliverable and shall
                advise
                Supplier in writing within two (2) business days of receipt (each
                such
                Hercules response, a “Transition
                Milestone Submission Response”)
                whether,
                in Hercules’s reasonable discretion, the Transition Service or deliverable
                has been completed in accordance with the
                Transition

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


     

    Milestone
      (each such approval a “Transition Milestone Final Approval”, and each such
      failure, a “Nonconformity”). In
      the
      event that Hercules fails to provide a Transition Milestone Submission Response
      within such two (2) business days of receipt, Supplier shall notify Hercules
      of
      such failure. If Hercules fails to thereafter provide a Transition Milestone
      Submission Response within an additional one (1) business day of such notice,
      then the Transition Milestone shall be deemed to be Transition Milestone Final
      Approval as if the applicable Transition Milestone Final Approval was sent
      to
      Supplier.

     

     

    
      	 	
              (d)

            	
              In
                the event of a Nonconformity, Hercules shall deliver notice to Supplier
                (within the Transition Milestone Submission Response period) specifying
                the nature of the failure in reasonable detail. Supplier shall then
                propose for Hercules’s approval a date for remedying the Nonconformity and
                resubmitting the Transition Service or deliverable.
                

            


    

     

     

    
      	 	
              (e)

            	
              At
                no additional charge to Hercules, Supplier shall: (1) correct the
                Nonconformity so that the Transition Service or deliverable meets
                the
                Transition Milestone on or before the rescheduled date; and (2) submit
                a
                new Transition Milestone Submission Notice for such Transition Milestone.
                The Parties shall thereafter follow the same procedures as set forth
                in
                subsections above.

            


    

     

     

    


     

     

    
      	
              3.

            	
              Transition
                Deliverable Credits and Earnback.

            


    

     

     

    


     

     

    
      	 	
              (a)

            	
              Transition
                Milestones by Transition Streams. Schedule
                H.1
                identifies Transition Milestones at the Transition Stream level that
                Supplier must complete in accordance with the Transition Plan and
                applicable provisions of the Agreement. A final Critical Transition
                Milestone for a Transition Stream shall not be deemed complete until
                the
                Policy and Procedures Manual (including standards) for that Transition
                Stream is final and complete in all material respects.
                

            


    

     

     

    
      	 	
              (b)

            	
              Transition
                Deliverable Credits.
                If Supplier fails to obtain Transition Milestone Final Approval on
                or
                before the applicable Critical Transition Milestone for a particular
                Transition Service for which there is an associated Transition Deliverable
                Credit, Supplier shall accrue liability for the Deliverable Credit
                identified in Schedule
                H.1
                (each a “Transition
                Deliverable Credit”)
                in accordance with the following: 

            


    

     

     

    
      	 	
              (i)

            	
              ****** percent
                (******%) of the Deliverable Credit on the first day after the applicable
                Transition Milestone;

            


    

     

     

    
      	 	
              (ii)

            	
              an
                additional ****** percent (******%) of the Deliverable Credit if
                Supplier fails to obtain Transition Milestone Final Approval within
                five
                (5) business days after the applicable Transition
                Milestone;

            


    

     

     

    
      	 	
              (iii)

            	
              an
                additional ****** percent (******%) of the Deliverable Credit if
                Supplier fails to obtain Transition Milestone Final Approval within
                ten
                (10) business days after the applicable Transition Milestone;
                

            


    

     

     

    
      	 	
              (iv)

            	
              an
                additional ****** percent (******%) of the Deliverable Credit if
                Supplier fails to obtain Transition Milestone Final Approval within
                fifteen (15) business days after the applicable Transition Milestone;
                and

            


    

     

     

    
      	 	
              (v)

            	
              the
                remaining ****** percent (******%) of the Deliverable Credit if
                Supplier fails to obtain Transition Milestone Final Approval within
                twenty
                (20) business days after the applicable Transition Milestone.
                

            


    

     

     

    Supplier
      shall pay Hercules any accrued portion of the applicable Deliverable Credit
      in
      accordance with Section
      12.1
      of the
      Agreement.   

     

     

    
      	 	
              (b)

            	
              At
                Risk Amount for Transition Services.
                In no event shall the aggregate amount of Transition Deliverable
                Credits
                paid to Hercules with respect to all failures to meet Critical Transition
                Milestones exceed, in total, ****** percent (******%) of the total
                Transition Charges (“At
                Risk Amount for Transition Services”).
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


     

    
      	 	
              (c)

            	
              Earnback.
                Supplier may earn back Transition Deliverable Credits with respect
                to its
                failure to meet an interim Critical Transition Milestone for a Transition
                Stream, provided that Supplier meets the associated final Critical
                Transition Milestone for that Transition Stream on or before the
                date
                specified in Schedule
                H.1,
                in which case Supplier will be entitled to the return of all Transition
                Deliverable Credits paid in connection with its prior failure to
                meet said
                interim Critical Transition Milestone.


            


    

     

     

    


     

     

    SCHEDULE
      H.1

     

     

    INITIAL
      TRANSITION PLAN TRANSITION DELIVERABLE CREDITS 

     

    
      	
              #

            	
              Transition
                Stream

            	
              Transition
                Deliverable

            	
              Milestone
                Date

            	
              Interim/Final
                Milestone

            	
              Deliverable
                Credit

            
	
              1

            	
              Windows
                / Database

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 5

            	
              Receiving
                all the existing Documents from customer. If not existing then prepare
                with joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                6 - 7 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                8 - 9 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated runbooks)

            	
              Week
                10 - 11 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              2

            	
              UNIX,
                Storage & Backup

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 5

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                6 - 7 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                8 - 9 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated runbooks)

            	
              Week
                10 - 11 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              3

            	
              Tier
                - II Services

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 5

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                6 - 9 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                10 - 11 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated runbooks)

            	
              Week
                11 - 12 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              4

            	
              SAP
                Basis & SAP Security

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 4

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                5 - 8 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                9 - 10 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated runbooks)

            	
              Week
                10 - 12 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              5

            	
              DC
                Operations

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 5

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                6 - 8 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                9 - 10 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated runbooks)

            	
              Week
                11 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              6

            	
              Helpdesk

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 4

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                4 - 6 

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                - 6-10

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated run
                books)

            	
              Week
                10 - 12 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	 	 	
              Phase
                Transfer of calls

            	
              Week
                12 - 16

            	
              Authorized
                User satisfaction 3.5 out of 5 or better.

            	
              $******

            
	
              7

            	
              Desk
                Side Support

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 4

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Onsite team readiness)

            	
              Week
                4 - 5

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Parallel
                Run - hands on support(Role Transfer Plan completion, Consolidated
                run
                books)

            	
              Week
                - 5-9

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              8

            	
              Security
                (Non- SAP)

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 2

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              $******

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                3- 5

            	
              Submitting
                draft of refined documents.

            	
              $******

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                5 - 7 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              $******

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated run
                books)

            	
              Week
                8 - 10 

            	
              Acceptance
                Test Plan signoff.

            	
              $******

            
	
              9

            	
              Voice
                & Video

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 2

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              
                $******

              

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                3- 4

            	
              Submitting
                draft of refined documents.

            	
              
                $******

              

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                5 - 6 

            	
              Knowledge
                transfer to offshore team by training them. 

            	 
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated run
                books)

            	
              Week
                7 - 8 

            	
              Acceptance
                Test Plan signoff.

            	
              
                $******

              

            
	
              10

            	
              LAN
                / WAN

            	
              Knowledge
                Absorption (Support Process, Operations Process, Reports, Escalation
                Process)

            	
              Week
                1 - 3

            	
              Receiving
                all the existing Documents from customer. If not exist then prepare
                with
                joint efforts.

            	
              
                $******

              

            
	 	 	
              Adaptation
                / Redesign (Finalize Solution Design, Role Transfer Map, Draft Run
                Book,
                Offshore team readiness)

            	
              Week
                4- 6

            	
              Submitting
                draft of refined documents.

            	
              
                $******

              

            
	 	 	
              Replication
                (Successful Staging exercise, Offshore team Realignment)

            	
              Week
                7 - 8 

            	
              Knowledge
                transfer to offshore team by training them. 

            	
              
                $******

              

            
	 	 	
              Parallel
                Run (Role Transfer Plan completion, Consolidated run
                books)

            	
              Week
                9 - 10 

            	
              Acceptance
                Test Plan signoff.

            	
              
                $******

              

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


     

    


     

    Schedule
      H-2

    Transition
      Methodology

    


    Hercules
      roles and responsibilities for each IT service tower 

    Hercules
      Resource Requirements During Transition

     

     

    
      	
              Function

            	
              Role

            	
              Estimated
                Time

              Commitment

            
	
              Program
                Manager

            	
              4  Single
                point of contact for Supplier (“HCL” as described herein). The key
                responsibilities of the Program Manager include:

              4  4Participate
                in Weekly review meetings with the HCL Project
                /team Lead.
                To
                be the single point of interface for any scope related issues

              4  4Provide
                any approvals related to changes required in IT Policies for the
                successful execution of the project

              4  4Act
                as interface to the business units inside Hercules for the
                project

              4  4Communicate
                the project progress to the Hercules Executive Sponsor on a periodic
                basis

            	
              Full
                time

            
	
              SME’s

            	
              4  They
                will act as Subject Matter Experts working with HCL Project Lead
                and
                offshore transition lead. 

            	
              Full
                time

            
	
              Infrastructure/Telecom
                team

            	
              They
                will work with HCL offshore team and onsite Technical Project Manager
                to
                ensure HCL’s connectivity to the internal tools and
                systems.

            	
              Part
                time

            
	
              Tools
                team

            	
              They
                will be responsible to ensure tools extension to the offshore center.
                They
                will also work with HCL tools team.

            	
              Part
                time

            
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

      

    


    The
      table
      below details the roles and responsibilities of HCL and Hercules during
      transition: -

    


    For
      the
      tables below :

     

    


     

    Y
      =
      Primarily responsible

     

    y
      =
      secondary responsibility 

     

    


    


    Program
      Management

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              To
                assign a project manager to coordinate and act as single point of
                contact

            	
              Y

            	
              Y

            
	
              2.

            	
              Maintain
                and Track project plan

            	
              Y

            	
              y

            
	
              3.

            	
              Project
                Communication & Interface to other HERCULES Teams 

            	 	
              Y

            
	
              4.

            	
              HR
                communication plan to ensure smooth transition

            	 	
              Y

            
	
              5.

            	
              Formulation
                and implementation of Review plan - Daily/Weekly/Fortnightly review
                meetings for status updates

            	
              Y

            	
              y

            
	
              6.

            	
              Approval
                of scope and timeline related changes

            	 	
              Y

            
	
              7.

            	
              Approval
                of changes in contracted service levels

            	 	
              Y

            


    

    Infrastructure

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              Infrastructure
                Design Approval

            	 	
              Y

            
	
              2.

            	
              To
                provide offshore facility to prevent unauthorized entry 

            	
              Y

            	 
	
              3.

            	
              To
                provide card access system for HERCULES Dedicated OMC in offshore
                centers

            	
              Y

            	 
	
              4.

            	
              To
                provide badges to HERCULES dedicated personnel involved in transition
                and
                service delivery

            	
              Y

            	 
	
              5.

            	
              Intentionally
                blank. 

            	 	 
	
              6.

            	
              To
                provide network equipment (Router or Switch) for HERCULES
                OMC

            	
              Y

            	 
	
              7.

            	
              To
                prevent tampering of network equipment and detail network security
                policy

            	
              Y

            	 
	
              8.

            	
              Voice
                & Data links - From HCL US POP to OMC in India 

            	
              Y

            	 
	
              9.

            	
              Voice
                & Data link integration for end-to-end routing

            	
              Y

            	
              Y

            
	
              10.

            	
              Desktops
                to be provided in HCL OMC facility

            	
              Y

            	 
	
              11.

            	
              Standard
                images required for Hercules work will be provided HCL OMC. (Images
                include but not limited to: Antivirus clients, office suite, messaging
                client and all relevant applications to be used by Operations
                Team)

            	 	
              Y

            
	
              12.

            	
              To
                allow/authorize Hercules OMC personnel to be on Hercules Network.
                (HCL to
                provide list of authorized personnel)

            	 	
              Y

            
	
              13.

            	
              Desktop
                Security policy and Internet access to personnel

            	 	
              Y

            
	
              14.

            	
              Voice
                & Data link from Hercules location (US) to HCL US POP 

            	 	
              Y

            
	
              15.

            	
              Provisioning
                necessary resources for HCL OMC team e.g. User accounts in all systems,
                Access mechanisms

            	 	
              Y

            
	
              16.

            	
              To
                provide point of contact to coordinate for testing the infrastructure
                and
                assist in testing.

            	
              Y

            	
              Y

            
	
              17.

            	
              Infrastructure
                Testing (Call Routing, Data Quality, phone line quality, Tools
                Access)

            	
              Y

            	
              Y

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

      

    


    


    Tools 

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              To
                provide all the information regarding the current tools being
                used

            	 	
              Y

            
	
              2.

            	
              To
                enable adoption and replication of tools and automation, used by
                the
                current delivery teams 

            	 	
              Y

            
	
              3.

            	
              To
                arrange licenses for the current tools that needs to be installed
                at
                offshore OMC

            	 	
              Y

            
	
              4.

            	
              Familiarize
                HCL Transition Team with the use of the Hercules tools relevant for
                steady
                state service delivery (HCL responsible for Hercules tool
                competency)

            	 	
              Y

            


    

    


    Study/Redesign
      Phase

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              To
                designate a single point contact during transition stage and steady
                state
                operations.

            	
              Y

            	
              Y

            
	
              2.

            	
              To
                enable actual knowledge transfer and training (Completion of Knowledge
                Transfer templates), with access to available operations documentations
                and engineer’s time. 

            	 	
              Y

            
	
              3.

            	
              Design
                and Track detailed onshore training plan with assigned
                owners.

            	
              Y

            	
              y

            
	
              4.

            	
              Provide
                all data for historical Trending - Trouble ticket Reports, RFS/work
                requests for analysis

            	 	
              Y

            
	
              5.

            	 	 	 
	
              6.

            	
              Provide
                office space, PC, telephone and other office facilities to all on
                site HCL
                personnel during the transition and steady state per Schedule
                O.

            	 	
              Y

            
	
              7.

            	
              Access
                to existing Knowledge Base, SOP’s, Training Material etc. to HCL
                Transition Team.

            	 	
              Y

            
	
              8.

            	
              Enable
                in defining the standard operating procedures (escalations, touch
                points,
                interfaces, current processes) and migration of existing processes,
                including process redesign if required.

            	 	
              Y

            
	
              9.

            	
              Documentation
                of Problems/Change/Work requests in scope - like List of common incidents
                reported, Known Problems and solutions, Last 3 months Sev 1 and Sev
                2
                calls - Detailed description and Solution etc.

            	
              Y

            	 
	
              10.

            	
              Documentation
                and definition of Process Flow & Delivery Model like service request
                logging and prioritization process Escalation Process, Case/Call
                flow
                procedures, Change Management Process, Interface and dependency between
                internal and external Teams etc.

            	
              Y

            	 
	
              12.

            	
              Draft
                Run Book for in scope services 

            	
              Y

            	 
	
              13.

            	
               

            	 	 
	
              14.

            	
              SLA
                Definition and Measurement Mechanism

            	
              Y

            	
              Y

            
	
              15.

            	
              To
                help in identifying required reports, frequencies, reporting
                mechanisms.

            	 	
              Y

            
	
              16.

            	
              Detailed
                Scope of Work and HCL Deliverables

            	
              Y

            	
              Y

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


    Replication
      Phase 

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              Review
                & Signoff of Run books 

            	 	
              Y

            
	
              2.

            	
              Steady
                State Roles & Responsibilities Definition

            	
              Y

            	 
	
              3.

            	
              Shift
                Roster Creation, subject to Hercules review and Acceptance


            	
              Y

            	 
	
              4.

            	
              Approval
                of SLA

            	 	
              Y

            
	
              5.

            	
              Process
                Flow & Delivery Model Approval

            	 	
              Y

            
	
              6.

            	
              Training
                all offshore resources

            	
              Y

            	 
	
              7.

            	
              Definition
                of Acceptance Test Cases for Readiness Assessment and Testing
                Phase

            	
              Y

            	
              y

            
	
              8.

            	
              Readiness
                Assessment

            	
              Y

            	
              y

            


    

    


    Testing
      Phase

    


    
      	
              Sr.

            	
              Task

            	
              HCL
                Responsibility

            	
              Hercules
                Responsibility

            
	
              1.

            	
              Provisioning
                resources (onsite) during Testing will be Hercules responsibility
                and
                Provisioning resources offshore during the testing phase will be
                the
                responsibility of HCL. Hercules may consider sending a resource to
                India
                during this phase

            	
              Y

            	
              Y

            
	
              2.

            	
              Testing
                of services from offshore

            	
              Y

            	 
	
              3.

            	
              Review
                of acceptance test cases performance

            	
              Y

            	
              Y

            
	
              4.

            	
              Change
                identification & Incorporation into the Hercules change management
                process

            	
              Y

            	 
	
              5.

            	
              Signoff
                on successful Service Delivery

            	 	
              Y

            
	
              6.

            	
              Signoff
                on Transition Project Completion

            	 	
              Y

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


    


    Transition
      Methodology

    


    HCL
      proposes to deploy its time tested offshore transition process derived from
      the
      HCL IT Operations Off-sourcing Model. The diagram below shows different phases
      in a typical transition plan. 

    


    HCL
      with
      its significant Global experience in transitioning Infrastructure support for
      environments similar to Hercules proposes the following plan, which ensures
      a
      risk free transition with no impact to end-users and services. 

     

    


     

    [Missing
      Graphic Reference]

    


    


    The
      above
      approach will form the basis for transitioning services for Hercules
      requirements. HCL has constituted a separate team of transition experts, who
      have experience in large and complex transitions to be part of this project.
      

    


    HCL
      transition framework is designed to address the following critical
      issues:

     

    
      	  	
              vLow-risk
                transition to offshore for service
                support

            


    

    
      	 	
              vMinimal
                disturbance to existing service
                delivery

            


    

    
      	  	
              vOptimal
                transition costs and effort for Hercules


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


    


    


    


    Transition
      Timelines

    


    The
      transition plan for Hercules will follow the following timelines for different
      track. The below time lines at this stage are to be considered indicative,
      with
      a 5% variance possibility. The variance will depend upon the level of existing
      documentation among other factors. We will commit to a firm schedule upon
      completion of a study/due diligence exercise.

     

    Infrastructure
      Services Transition Plan

    Service
      Transition from In- sourced and third party contractors

    


    [Missing
      Graphic Reference]

    


    


    Transition
      Process

    


    HCL
      will
      send its team of specialist to the Hercules locations. Each track/ service
      line
      for Hercules will undergo a 3-step transition process:

    


    
      	 	
              1.Knowledge
                Absorption 

            


    

    
      	  	
              2.Redesign
                & Replication phase

            


    

    
      	  	
              3.Staging/Testing 

            


    

    


    The
      total
      duration for the transition of all the three above mentioned track will be
      13
      weeks. However, the transition would be preceded by a complete Due Diligence
      process for 1 week to validate the solution components, deliverables and
      assumptions. 

    


    During
      first one week of due diligence, HCL transition experts will go through the
      SOP’s, Hercules specific technologies, Knowledge base, Documentation etc to get
      acquainted to Hercules environment. Hercules will be responsible to provide
      the
      above information to HCL before starting of this phase. 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


    


    


    The
      key
      activities in various phases of transition are as below:

    


     

    


    Knowledge
      Transfer

    


    The
      team,
      during this phase will do a detailed operations requirement analysis, which
      will
      involve discussions with the Hercules appointed personnel. Based on this
      assessment, the team will provide service specific reports to Hercules providing
      the plan for offshoring each service. This will need to be studied and accepted
      by Hercules. During onsite transition phase, the approach would be of staff
      augmentation. The transition resource would work along with Hercules team to
      perform the services. It serves following purposes:

    


    
      	 	
              √Current
                service levels would be maintained

            


    

    
      	 	
              √No
                reduction in quality of service
                delivery

            


    

    
      	  	
              √Current
                DR plans and procedures would remain
                intact

            


    

    
      	 	
              √Transition
                resource would get hands-on experience of working on live environment
                and
                this would help in effective knowledge
                absorption

            


    

    


    Critical
      Activities Performed

    


    
      	 	
              √Infrastructure
                Study and end user requirements from the
                service.

            


    

    
      	 	
              √Understand
                the standard operating procedures and deployed tools
                

            


    

    
      	 	
              √Study
                People Skills, Roles and tasks performed


            


    

    
      	 	
              √Get
                trained to transfer Knowledge Offshore - “Train the
                Trainer”

            


    

    
      	 	
              √Initial
                SOP preparation and other
                documentation

            


    

      

    Duration
      

    


    √ HCL
&
      Hercules - 4 week onsite (3 weeks for client support and security services
      tracks)

    


    Roles
      and Responsibilities

    


    Hercules

    √ Presentations
      and walkthroughs by Hercules shift supervisors

    √ Providing
      relevant documentation to HCL transition team

    


    HCL
      

    √ Study
      documentation and understand processes to replicate them offshore

    


    Replication
      and Redesign Phase 

    


    During
      this stage, HCL would replicate & redesign the services keeping the
      offshoring based service support in mind. This would be done by the onsite
      resources when they return back offshore. This may require telephonic & mail
      interactions with the relevant people in various teams within Hercules. All
      SOPs
      formed during transition or existed, as currently deployed in Hercules would
      be
      transferred to HCL Operations Management Center, in India in totality and a
      detailed study will be done on them. Some SOPs may need to be modified in
      consultation with Hercules.

    


    Critical
      Activities Performed: Some
      of
      the critical activities performed during this stage are:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

      

    


    


    
      	 	
              √Processes
                adaptation for offshore delivery

            


    

    
      	 	
              √Documentation
                Run Books Creation

            


    

    
      	 	
              √Tool
                and Facility Architecture & Connectivity
                Design

            


    

    
      	 	
              √Role
                Transfer Map and Shift Roster
                creation

            


    

    
      	  	
              √Implementation
                and testing of connectivity solution &
tools

            


    

    
      	  	
              √Familiarization
                with work environment, user expectations, culture and other soft
                issues

            


    

    
      	  	
              √Training
                of offshore team on Hercules processes, environment, workflows, tools,
                SOPs etc.

            


    

    
      	  	
              √Classroom
                and hands-on training of offshore
                team

            


    

    
      	 	
              √Staging
                exercise

            


    

    


    Duration
      

    


    √ HCL-
      3
      week offshore at HCL- Hercules OMC in India (5 weeks for client support and
      security services towers)

    


    Roles
      and Responsibilities

    


    Hercules

    √ Providing
      assistance from onsite

    √ Approve
      HCL created documentation & suggest changes wherever necessary

    √ Review
      & final Signoff of Run books

    √ Shift
      Roster & SLA Acceptance

    √ Process
      Flow & Delivery Model Approval

    


    HCL
      

    √ Documentation
      and definition of Process Flow & Delivery Model like Escalation Process,
      Case/Call flow procedures, Change Management Process, Interface and dependency
      between internal and external Teams etc.

    √ Steady
      State Roles & Responsibilities Definition

    √ Readiness
      Assessment of trained resources

    


    Parallel
      Run/Testing

    


    This
      would involve testing of the entire service end to end by running operations
      out
      of Operations Management Center (OMC) in India. During this stage, the HCL
      would
      expect Hercules project team to guide the team in the service support. Any
      infrastructure or process issues that are identified will be ironed out during
      this stage.

    


    
      	
               

            	
              Critical
                Activities Performed

            


    

    


    
      	
               

            	
              Some
                of the critical activities performed during this stage
                are:

            


    

    


    
      	 	
              √Task
                Transfers

            


    

    
      	 	
              √CSF
                & SLA review

            


    

    
      	 	
              √Process
                Tuning

            


    

    
      	  	
              √Hercules
                Signoff

            


    

    


    Duration
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

      

    


    √ HCL-
      3
      weeks offshore at HCL- Hercules OMC in India

    


    


    Roles
      and Responsibilities

    


    Hercules

    √ Review
      of
      acceptance test cases and HCL Team Performance

    √ Signoff
      on successful Service Delivery

    √ Signoff
      on Transition Project Completion

    


    HCL
      

    √ Change
      identification & Incorporation into service Delivery Model

    √ Testing
      of services from offshore

    √ 

    


    


    


    


    Risk
      Management

    Risk
      identification activities will span the entire scope of the service
      support-outsourcing project. HCL will play a proactive role recognizing the
      possibility of risks and identifying these at every step in the project. At
      every stage, HCL senior management will review the delivery risks. HCLT and
      Hercules will jointly derive a risk mitigation plan for identified risks.
      Appropriate escalations will be made within HCLT based on agreed criteria so
      that corrective actions can be put in place as early as possible. 

     

    


     

    Risk
      identification activities will span entire contract duration. HCL Project
      Manager will play a proactive role recognizing the possibility of risks and
      identifying these at every step in the project. The Project Manager will use
      risk checklists provided by HCL QMS to identify and mitigate risks during the
      delivery of service. Appropriate escalations will be made within HCL and if
      required with Hercules based on agreed criteria so that corrective actions
      can
      be put in place as early as possible.

     

    


     

    General
      Risks associated are:

     

    
      	
              Risk

            	
              Description

            	
              Mitigation

            	
              Responsibility

            
	
              People
                Transition Risk

            	
              During
                the transitioning in the Transition Phase, the Hercules employees
                need to
                be retained

            	
              Retention
                bonus for key Hercules resources

              Shadow
                resources at HCLT in India to mitigate any eventuality

              Diligent
                knowledge Transfer

            	
              Hercules
                and HCLT

               

               

              HCLT

               

               

               

              HCLT
                and Hercules

            
	
              Communication

            	
              Communications
                between HCLT and Hercules and also between the HCLT onsite and offshore
                teams

            	
              Peer
                Mapping

              Program
                Office and steering committee to ensure proper communication
                channels

              Dedicated
                link with redundancy to cover disaster

              HCLT
                methodology to ensure proper communication and workflow between onsite
                and
                offshore teams

            	
              Hercules/HCLT

              Hercules/HCLT

               

               

               

               

               

              Hercules/HCLT

               

               

              HCLT

            
	
              Unknown
                dependencies

            	
              Any
                other activities in an enterprise or business outcomes that are not
                identified.

            	
              Program
                office to mitigate this by actively communicating the technology
                road
                maps.

              HCLT
                to use its technical and business knowledge in suggesting plans for
                reducing risks

            	
              HCLT/Hercules

               

               

               

               

               

              HCLT

            
	
              Incorrect
                and / or unmanaged assumptions

            	
              Assumptions
                regarding performance, functionality, or delivery that have not been
                articulated or recorded and managed. 

            	
              To
                be covered by a methodological due diligence and knowledge
                transfer

            	
              HCLT/Hercules

            
	
              Scope
                creep

            	
              Including
                informal, small service requests on an ongoing basis outside management
                processes

            	
              SOW
                will be clearly articulated at the end of due diligence

              Process
                to be defined for recording the enhancements in Scope of Work

              Joint
                Sign offs to be used as exit and entry criteria for a all work areas
                and
                new statements of work

            	
              HCLT

               

               

               

              HCLT/Hercules

               

               

               

              Hercules/HCLT

            
	
              Skills
                mismatch and resource shortages

            	
              Critical
                business, technical, or subject matter experts that cannot be made
                available on a timely basis due to external circumstances. Staff
                inexperienced or untrained in the business or technology.

            	
              Technical
                requirement projection to become a part of outsourcing program
                

              HCLT
                to leverage its large resource base and external recruiting channels
                if
                required

            	
              HCLT/Hercules

               

               

               

               

               

              HCLT

            
	
              Lack
                risk and issue management

            	
              Not
                implementing a formal risk and issue management process where they
                are
                logged and reviewed on a regular basis.

            	 	 
	
              Expectations
                not clearly defined 

            	
              Not
                having the expectations and implications written down.

            	
              Roles
                and responsibilities of each individual in the outsourcing program
                will be
                defined during the knowledge transfer phase

            	
              HCLT

            
	
              Cultural
                Mismatch

            	
              Not
                identifying the organizational impacts of the new system such as
                job role
                changes, revised scopes of authority, increased levels of visibility,
                documentation and training.

            	
              PMO
                to be used for formalizing the technical road map

            	
              HCLT/Hercules

            
	
              Change
                in Key sponsor

            	
              Reorganizations
                that introduce new leadership that requires time to accept the business
                case or question the assumptions of the case.

            	
              Controlled
                by clearly defined contract

              Flexibility
                of exit options for both the parties

            	
              HCLT/Hercules

               

               

              HCLT/Hercules

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

         

         

         

         

      

    


     

    


    


    


    


    Hercules

    


    


    Schedule
      I

    


    


    Termination
      Assistance Services


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          October
            7, 2004 (VF Services)

           

          Schedule
            I Termination Assistance Services

           

        

      

    



     

    Table
      of
      Contents

     

    


    
      	
              1.

            	
              GENERAL

            	
              2

            
	
              2.

            	
              TERMINATION
                ASSISTANCE PLAN

            	
              2

            
	
              3.

            	
              SPECIFIC
                TERMINATION ASSISTANCE SERVICES

            	
              2

            
	 	
              3.1.
                General Support

            	
              2

            
	 	
              3.2
                .Knowledge Transfer

            	
              2

            
	 	
              3.3.
                Transfer of Resources

            	
              3

            
	 	
              3.4.
                Operational Transfer

            	
              5

            
	 	
              3.5.
                Organizational Transfer

            	
              7

            
	
              4.

            	
              TERMINATION
                ASSISTANCE SERVICES RATES

            	
              7

            


    

     

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    



     

    GENERAL

     

    This
      is
Schedule
      I
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

     

    As
      part
      of the Termination Assistance Services, Supplier shall transfer control and
      responsibility for the Services to Hercules, an Eligible Recipient and/or their
      designee(s). Supplier shall perform, as requested by Hercules, the Services,
      functions and responsibilities set forth in this Schedule
      I,
      as well
      as those set forth in Section
      4.3
      of the
      Agreement in a manner that will not unnecessarily interfere with the ability
      of
      Hercules and the Eligible Recipients to obtain the Services. 

     

    TERMINATION
      ASSISTANCE PLAN

     

    Supplier
      will assist Hercules in the development of a plan for the transition of the
      Services from Supplier to Hercules or its designee(s) in accordance with the
      provisions of Section
      4.3(b)(1)(i)
      of the
      Agreement. 

     

    SPECIFIC
      TERMINATION ASSISTANCE SERVICES

     

    General
      Support

     

    As
      directed by Hercules, Supplier shall perform general support and other
      activities as set forth in Section
      4.3(b)
      of the
      Agreement. 

     

    Knowledge
      Transfer

     

    Supplier
      will provide for a transfer of knowledge regarding the Services and related
      topics so as to facilitate the provision of the Services by Hercules, and
      Eligible Recipient and/or their designee(s). This knowledge transfer shall
      include:

     

    Supplying
      information regarding the Services as reasonably necessary to implement the
      termination assistance plan, and providing such information regarding Services
      as reasonably necessary for Hercules, an Eligible Recipient or their designee(s)
      to assume responsibility for continued performance of Services in an orderly
      manner so as to minimize disruption in the operations of Hercules and the
      Eligible Recipients, including (i) relevant documentation; and (ii) key support
      contacts (names, business phone numbers, fax numbers, e-mail addresses and
      business postal addresses) of Hercules, third party personnel and Supplier
      Personnel during the transition from Supplier to Hercules and Eligible Recipient
      and/or their designee(s);

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    Supplying
      information concerning Equipment, Software (consistent with the provisions
      of
Section
      14.6
      of the
      Agreement and Schedule
      B
      (Software), types and skills of personnel, third parties, and other resources
      used by Supplier to provide Services to Hercules under this Agreement, as may
      be
      reasonably necessary for Hercules, an Eligible Recipient and/or their
      designee(s) to assume responsibility for the Services;

     

    Explaining
      the Change Control Procedures, change management process, problem management
      process, Policy and Procedures Manual, Reports and other standards and
      procedures to Hercules’, and Eligible Recipients’ and/or their designee(s)’s
      operations staff;

     

    Providing
      reasonable access, in person and by telephone, to Supplier Personnel through
      the
      end of Supplier’s provision of Termination Assistance Services (including any
      Supplier Personnel involved in performing the Services during the twelve (12)
      months preceding Supplier’s receipt of the notice of termination or non-renewal
      to the extent that (i) such individuals are then employed by Supplier, and
      (ii)
      such information is not otherwise available from the Supplier Personnel then
      assigned to Hercules); and

     

    Explaining
      the extent and nature of the impact on the Services of Supplier Laws as they
      relate to the providing of the Services (as opposed to Supplier
      generally).

     

    Transfer
      of Resources

     

    Supplier
      shall provide all reasonable assistance required for the transfer to Hercules,
      an Eligible Recipient and/or their designee(s) the resources (e.g., Materials,
      Equipment, Third Party Contracts) to which Hercules is entitled under the
      Agreement. Such assistance shall include at a minimum:

     

    Identifying
      any third party services which are required by Hercules, and Eligible Recipient
      and/or their designee(s) to perform the Services, and to which Hercules is
      entitled under Section
      4.3
      of the
      Agreement;

     

    Providing
      a list of assets for Equipment and Software owned or licensed by Supplier,
      its
      Subcontractors, Hercules and/or Eligible Recipients, including those which
      are
      required by Hercules or its designee(s) to perform the Services and to which
      Hercules is entitled under Sections
      4.3
      and
14.6
      of the
      Agreement;

     

    Working
      with Hercules, and Eligible Recipient and/or its designee(s) to minimize or
      eliminate any potential taxes that might be incurred as a result of any
      transfers; and

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Performing
      functions required under the Agreement required to effect the assignment of
      Equipment, Materials and Third Party Contracts, which are required by Hercules,
      and Eligible Recipient and/or their designee(s) to perform the Services, and
      to
      which Hercules is entitled under Section
      4.3
      of the
      Agreement, including transferring billing and executing legal
      documents.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Operational
      Transfer

     

    Supplier
      shall perform all activities requested by Hercules pursuant to Section
      4.3
      of the
      Agreement to effect a smooth transfer of operational responsibility for the
      Services. Such activities include:

     

    Providing
      to Hercules, an Eligible Recipient and/or their designee(s), machine-readable
      source and object code (to the extent Hercules is entitled to such code under
      the Agreement), along with run documentation and job control listing for the
      Systems Software, and other similar information necessary to provide the
      Services;

     

    To
      the
      extent used to provide the Services, documenting and delivering source materials
      (to the extent Hercules is entitled to such materials under the Agreement),
      object libraries and reference files;

     

    To
      the
      extent applicable and available, delivering support profiles, enhancement logs,
      problem tracking/resolution documentation, and status reports associated with
      the Services; 

     

    Providing
      any Authorized User information collected or maintained which further details
      the information in the reports set forth in Schedule
      R
      (Reports) as such exists as of the effective date of termination or expiration;
      

     

    Providing
      assistance in identifying alternate sources of resources, including skilled
      labor and spare equipment parts.

     

    Providing
      for the orderly hand-off of ongoing Projects, including a listing of current
      and
      planned Projects, as well as all Equipment ordered or in process, and eligible
      to be purchased by Hercules or the Eligible Recipients in accordance with
Section
      4.3
      of the
      Agreement. With respect to each Project, document current status, stabilize
      for
      continuity during transfer, and provide reasonable training to achieve transfer
      of responsibility without loss of momentum;

     

    Providing
      Materials in accordance with Section
      14.6
      of the
      Agreement;

     

    Documenting
      and delivering Hercules Data and data bases maintained by Supplier specific
      to
      the Services;

     

    Transferring
      physical and logical security processes and tools (to the extent required under
      the Agreement), including cataloging and

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    tendering
      any badges and keys for Hercules Facilities or Hercules Sites held by Supplier
      Personnel, documenting ownership and access levels for all passwords maintained
      by Supplier or in Supplier’s possession, and instructing Hercules or its
      designee(s) in the use and operation of security controls;

     

    Assisting
      with physical de-installation and transportation (not to include packing and
      transport) of Equipment owned by or to be conveyed to Hercules from the Supplier
      locations; 

     

    Providing
      and coordinating reasonable assistance to Hercules in notifying relevant third
      parties of the procedures to be followed prior to, during, and after the
      transition;

     

    Returning
      to Hercules any remaining property of Hercules or the Eligible Recipients in
      Supplier’s possession or under Supplier’s control, including any remaining
      Reports, Hercules Data, Hercules owned Materials, Materials in which Hercules
      otherwise has rights under this Agreement beyond the Term or the period of
      provision of Services under Section
      4.3
      of the
      Agreement and other Confidential Information of Hercules and the Eligible
      Recipients; 

     

    Cooperating
      with Hercules’ test plans, back out procedures, and contingency plans as part of
      the migration of Services and maintaining the capability to cut back to Supplier
      in case of a service failure or service problem for up to thirty (30) days
      following the transition of the Service then being transitioned; provided,
      however, that the capacity and resources required to provide such Services
      have
      not been transitioned or sold to Hercules and that Hercules pays a reasonable
      fee for such thirty (30) day period, which shall be negotiated in good faith
      and
      agreed to by the Parties during the Termination Assistance Services period..
      

     

    In
      conjunction with Hercules, conducting a rehearsal of the migration prior to
      cutover, as requested by Hercules; 

     

    After
      the
      migration, providing additional assistance as reasonably requested by Hercules
      to assure continuity of operations, so long as such assistance is within the
      period of Supplier’s provision of Termination Assistance Services specified
      within the Agreement; and

     

    Freezing
      all System changes unless otherwise requested by Hercules; as long as such
      freezing of System changes does not affect Supplier’s provision of the Services
      at the Service Levels, in which case either Hercules shall relieve Supplier
      of
      the obligation to freeze

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    such
      changes or Supplier shall be relieved from such Service Level. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Organizational
      Transfer

     

    Supplier
      shall provide reasonable assistance required to transfer the organizational
      procedures developed during the Term which are specific to the support of
      Hercules and required to perform the Services and in connection with Hercules’
efforts at hiring, as contemplated in Section
      4.3(b)(2)
      of the
      Agreement. Such assistance will include:

     

    Providing
      a current account organizational chart by individual Supplier Personnel assigned
      to perform the Services, together with such other information as Hercules may
      reasonably require and Supplier may disclose in accordance with its personnel
      policies and which is associated with its efforts to hire such individual
      Supplier Personnel as contemplated in Section
      4.3(b)(2)
      of the
      Agreement; 

     

    Providing
      a listing of the then-current positions and the approximate amount of time
      (FTEs) spent to provide the Services; and

     

    Identifying
      any then-current or anticipated personnel resource requirements.

     

     

    TERMINATION
      ASSISTANCE SERVICES RATES

     

    The
      rates
      applicable to the performance of Termination Assistance Services shall be as
      described in Sections
      4.3(b)(8)
      and
(9)
      of the
      Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      THIS
        EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
        REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
        WITH THE SECURITIES AND EXCHANGE COMMISSION.

    

    

      


      


       

      HERCULES

       

      


       

      SCHEDULE
        J

       

      


       

      SUPPLIER
        CHARGES

      


      


      


       

      



      
        
          
             

            


          

           

        

        
           

          
            

          

        

        
           

          
            THIS
              EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
              REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
              SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION.

            


          

        

      



      SCHEDULE
        J

      


      Table
        of Contents

      


      1    INTRODUCTION                         
2

       

      2    SERVICES
        CHARGE                      2  

       

      3    PROJECTS                            5

       

      4    NEW
        SERVICES                          
6

       

      5    PASS-THROUGH
        EXPENSES                   7

       

      6    ECONOMIC
        CHANGE ADJUSTMENT (“ECA”)         
7   

       

      7    TAXES                            7 

       

      8    CURRENCY;
        INVOICING; PAYMENT               7

       

      9    MISCELLANEOUS
        CHARGES RELATED PROVISIONS      7

       

      


       

      LIST
        OF ATTACHMENTS 

       

      Attachment
        J.1: Summary of Charges

      Attachment
         J.2:
        Detailed Annual Base Charges 

      Attachment
        J.3: Intentionally blank 

      Attachment
        J.4: Productivity Assurances

      Attachment
        J.5: Transition Charges 

      Attachment
        J.6: Pass-Through Expenses and Other Charges

      Attachment
        J.7: Intentionally blank

      Attachment
        J.8: Rate Card

      


      LIST
        OF RELATED SCHEDULES

       

      Schedule
        J.1: Financial Responsibility Matrix 

      



      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


      SCHEDULE
        J

      


      Supplier
        Charges

       

      INTRODUCTION

       

      (a) This
        is
Schedule
        J
        to the
        Master Professional Services Agreement by and between Hercules and Supplier
        (the
“Agreement”).
        All
        capitalized terms used but not defined in this Schedule shall have the meanings
        given them in the Agreement.

       

      (b) The
        Charges for the Services shall consist of the Monthly Base Charge (which
        is
        derived from the Annual Services Charge described in Section
        2
        below
        for the applicable Contract Year), as adjusted in accordance with this Schedule,
        and any other Charges or adjustments described herein. The Parties acknowledge
        and agree that the Charges described in this Schedule
        J
        fully
        compensate Supplier for provision of the applicable Services and the performance
        of its other obligations under this Agreement. 

      


      (c) This
        Schedule
        J
        also
        describes the variable charging structure, the methodology for measuring
        and
        tracking Resource Unit utilization and the methodology for converting to
        a
        transaction (or unit) based pricing structure (e.g., based on servers or
        desktops).

      


      (d) Supplier
        shall be responsible for the accuracy and completeness of the operational
        and
        financial assumptions and dependencies underlying its pricing, and if such
        assumptions are incorrect or incomplete, Supplier shall not be entitled to
        adjust the Charges or any other items or terms of the Agreement.

       

      SERVICES
        CHARGES

       

       

      Transition
        Charges

       

       

      The
        fixed
        Charges for Transition Services are set forth in Attachment
        J.5
        and are
        chargeable in arrears in three (3) equal monthly installments beginning on
        the
        first month in which the Transition Services begin (scheduled, as of the
        Effective Date, to begin in February, 2007 for Services received in the United
        States and April, 2007 for Services received in Europe). 

       

      


      There
        are
        no separate or additional Charges or other expenses for the Transition Services.
        For the avoidance of doubt, the fixed Charges for Transition Services include
        all Out-of-Pocket Expenses incurred by Supplier (or Supplier Personnel) in
        connection with the performance of such Transition Services, including
        Out-of-Pocket Expenses associated with travel and lodging.

       

      Base
        Service Charge

       

      (a) General.
        The
“Annual
        Services Charge”
or
        “ASC”
for
        each Contract Year is set forth in Attachment
        J.2,
        and is
        the firm fixed Charge to Hercules for Supplier’s provision of the Services with
        the applicable FTEs specified in Schedule
        M
        (the
“Baseline
        FTEs”)
        after
        the applicable Commencement Date, subject to the Staffing Assurances and
        provisions of this Schedule
        J
        and
Schedule
        J.1).
        


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


       

      


      (b) FTEs.
        The
        number of Baseline FTEs may be revised from time to time in accordance with
        the
        Agreement and this Schedule
        J.
        In such
        event, the Annual Service Charge will be adjusted accordingly based on the
        FTE
        rates set forth in Attachment
        J.8
        and the
        Staffing Assurances set forth below. 

      


      (c) Monthly
        Invoice.
        In
        accordance with Section
        12
        of the
        Agreement, Supplier shall invoice Hercules on a monthly basis for a pro rata
        portion of the Annual Services Charge, which shall be calculated by dividing
        the
        ASC specified in Attachment
        J.2
        for the
        applicable Contract Year by the number of calendar months in that Contract
        Year.


       

      Staffing
        Assurances

       

      (a) General.
        Supplier
        will perform the Services and provide FTEs in accordance with the “Volume
        per FTE”
set
        forth in Attachment
        J.4,
        on-site:off-site ratios, and other assurances described in this Section
        (“Staffing
        Assurances”).
        

      


      (b) Throughput
        and Productivity Related Assurances Regarding FTEs. 

      


      (i) Additional
        FTES.
        If
        Supplier requires more than the number of Baseline FTEs for any particular
        Service to meet its performance obligations, Supplier shall provide such
        additional FTEs at no additional Charge, unless the Supplier is meeting or
        exceeding the “Volume per FTE” metric set forth in Attachment
        J.4
        for the
        applicable Service for three (3) or more consecutive months (i.e., the actual
        non-FTE Resource Unit set forth in Attachment
        J.4
        during
        such period is greater than the Baseline non-FTE Resource Unit set forth
        in
Attachment
        J.4).
        Additional chargeable FTEs will only be provided as mutually agreed by the
        Parties pursuant to Schedule
        S
        (“Additional
        Chargeable FTE”)
        and
        the ASC shall be accordingly adjusted based on the FTE rates set forth in
        Attachment
        J.8
        and the
        other provisions of this Section. Additional Chargeable FTEs shall be added
        in
        no less than 0.5 FTE increments, except for FTEs related to the help desk
        Services which will be added in increments of one (1) FTE. Supplier is
        responsible for any additional amounts incurred or resources as a result
        of
        inefficiencies of any FTEs. To the extent that Supplier can realize shift
        utilization levels greater than 1.0 shift per seat at a Supplier Facility
        the
        Charges for each additional FTE shall be equitably reduced so that the Party’s
        equally share in the savings associated with the reduced overhead for such
        additional FTE.

      


      (A)
        For
        example, if the actual number of Unix servers is 40 and the non-FTE Resource
        Unit Baseline set forth in Attachment
        J.4
        is 30
        and the Volume per FTE is 20 servers/FTE, then 0.5 FTEs would potentially
        be
        added under this Section (e.g., Additional Chargeable FTE = (Actual non-FTE
        Resource Units - non-FTE Resource Baseline) / Volume per FTE). 


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


      (ii)  Reduced
        FTES.
        If and
        to the extent the actual number of non-FTE Resource Units is decreased below
        the
        non-FTE Resource Unit Baseline for three (3) or more consecutive months (e.g.,
        because of a decrease in Hercules non-FTE Resource Units), Supplier shall
        provide Hercules a credit each month thereafter based on the following formula
        (“Reduced
        FTE Credit”):

       

      Reduced
        FTE Credits = ((non-FTE Resource Baseline - actual non-FTE Resource Units)
        /
        Volume per FTE) * X 

      


      Where
        X =
        applicable hourly rate set forth in Attachment J.8 x 2080 / 12

       

      unless
        (i) the Parties agree to redeploy the FTEs (or partial FTEs) that could be
        removed from such reduction in non-FTE Resource Unit to other Services in
        which
        case there would be no change to the Charges, or (ii) the foregoing occurred
        as
        a result of a New Service or Project and the Parties expressly agreed to
        otherwise share the benefits of the reduction in non-FTE Resource Units in
        which
        case the Charges would be reduced as mutually agreed for that New Service
        or
        Project. If such FTEs are not redeployed to perform other Services, such
        Reduced
        FTE Credit shall not apply in the first two (2) months in which such Reduced
        FTE
        Credit would otherwise be applicable (i.e., one twelfth of the ASC would
        be
        charged per month for such two (2) months). Notwithstanding the forgoing,
        Reduced FTEs Credits shall only be in full one (1) FTE increments. 

      


      (c) Onsite:Offsite
        Ratio Assurances. Supplier
        shall perform the Services using a ratio of FTEs that are primarily assigned
        to
        a Hercules Facility and Supplier Facility that is no less advantageous to
        Hercules than the ratio contemplated under Schedule
        M,
        unless
        otherwise mutually agreed. 

      


      (d) Optimization.
        Supplier
        shall optimize FTE productivity, the mix of FTE resources (e.g., the number
        of
        highly experienced Supplier Personnel to lesser experienced Supplier Personnel),
        and on-site:off-site ratios to minimize the Charges and other amounts payable
        to
        Supplier, unless otherwise directed by Hercules. 

       

      Resource
        Units 

       

      (a) General.
        There
        are FTE Resource Units and Non-FTE Resource Units. The Baseline FTE Resource
        Units are set forth in Schedule
        M.
        Non-FTE
        Resource Units are set forth in Attachment
        J.4.
        Supplier shall measure Resource Unit volumes (including FTE utilization and
        non-FTE Resource Unit volumes) each month. Such Resource Units can be used
        to
        determine Supplier’s performance and Hercules’s and the Eligible Recipients’
actual usage of certain Services. 

      


      (b)  Measurement
        and Tracking. Beginning
        no later than the Commencement Date, Supplier shall measure and track Hercules’
and the Eligible Recipients’ usage of Resource Units using the processes and
        procedures described in the Policy and Procedures Manual. Supplier shall
        report
        such usage to Hercules on a periodic basis, no less frequent than monthly.
        

      


      (c)
         New
        or Additional Resource Units. New
        Resource Units may be added from time to time by mutual agreement of the
        Parties. New or existing Resource Units may be changed from time to time
        by
        mutual agreement of the Parties. Appropriate adjustments will then be made
        to
        the new or existing Resource Baselines as applicable and mutually agreed,
        to
        reflect advancements or changes in technology, business processes, and
        productivity. 


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


       

      FTE
        to Transaction Unit Conversion 

       

      As
        of the
        Effective Date, the Services are being charged in accordance with this
Schedule
        J
        on an
        FTE basis. As requested by Hercules with respect to all or certain Services,
        Supplier shall (i) gather and provide Hercules metrics and other information,
        (ii) re-engineer or revise activities and processes relating to such Services,
        or (iii) take other actions for the purpose of converting the FTE based pricing
        under this Schedule
        J
        to
        another appropriate basis (e.g., fixed price, business transactions, number
        of
        customer master records, number of vendor master records) (each an actual
        or
        potential “Pricing
        Conversion”).
        Pricing Conversions will leverage the non-FTE Resource Units set forth in
        Attachment
        J.4
        and
        other applicable metrics agreed by the Parties. ARCs and RRCs shall be computed
        in accordance with Section
        2.6
        and the
        Parties shall agree upon an appropriate deadband for such non-FTE Resource
        Units. No Pricing Conversion will be effective without each Party’s prior
        written approval, subject to the following:

      


      (a) Supplier
        shall prepare and provide Hercules an analysis of the advantages and risks
        associated with any potential Pricing Conversion. As reasonably requested
        by
        Hercules, Supplier shall provide Hercules proposals and offers regarding
        each
        potential Pricing Conversion. Supplier’s Pricing Conversion proposals shall
        include appropriate productivity and process improvements. Pricing Conversions
        shall be at least as favorable to Hercules as the FTE-based Charges associated
        with the applicable Services. As requested by Hercules, Supplier shall negotiate
        in good faith with Hercules the potential terms, conditions, and Charges
        relating to any potential Pricing Conversion before it becomes effective.
        

      


      (b) Prior
        to
        implementing any mutually agreed Pricing Conversion, Hercules may request
        that
        Supplier (i) continue to Charge the applicable Services that are potentially
        subject to a Pricing Conversion on a FTE basis, and (ii) report to Hercules
        what
        the Charges would be if the Pricing Conversion were actually
        implemented.

      


       

      ARCs/RRCs
        for Non-FTE Resource Unit Usage

       

      To
        the extent the Charges for any Service are based upon actual usage of non-FTE
        Resource Units as a result of a mutually agreed Pricing Conversion, the Resource
        Baseline for such Resource Unit and the applicable Additional Resource Charge
        ("ARC")
        and Reduced Resource Credit ("RRC")
        shall be mutually agreed, subject to Section
        2.5.
        In
        such event, Supplier shall calculate ARCs and RRCs by comparing the total
        actual
        usage of each such Resource Unit during the preceding month
        (“Actual
        RUs”)
        with the applicable Resource Baseline for
        such month and shall reflect such ARCs and RRCs on the monthly invoice in
        accordance with Article
        12
        of the Agreement. 

       

      (a) Additional
        Resource Charges. If
        the
        total number of Actual RUs exceeds the aggregate Resource Baseline for such
        month by more than any applicable deadband, Supplier shall invoice Hercules
        for
        an Additional Resource Charge equal to the difference between the Actual
        RUs and
        the Resource Baseline, multiplied by the specific ARC Rate for the applicable
        Resource Unit category for the applicable Contract Year (i.e., ARC = [(Actual
        RUs - Resource Baseline) x ARC Rate]).

       


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


       

      (b) Reduced
        Resource Credits. If
        the
        total number of Actual RUs is less than the aggregate Resource Baseline for
        such
        month by more than any applicable deadband, Supplier shall credit Hercules
        a
        Reduced Resource Credit equal to the difference between the Resource Baseline
        and the Actual RUs for that Resource Unit, multiplied by the specific RRC
        Rate
        for the applicable Resource Unit category for the applicable Contract Year
        (i.e., RRC = [(Resource Baseline - Actual RUs -) x Z x RRC Rate], where Z
        equals
        a mutually agreed constant).

       

       

      Rate
        Validity

       

      The
        Charges calculated in accordance with this Schedule
        J
        shall be
        valid to 50% above and 50% below the non-FTE Resource Unit Resource Baseline
        set
        forth in Attachment
        J.4.
        If,
        during any three consecutive months, (i) the total actual non-FTE Resource
        Unit
        is either 50% above or 50% below the applicable non-FTE Resource Baseline
        as set
        forth in Attachment
        J.4,
        and
        (ii) such volumes are reasonably expected to remain at such levels, the Parties
        shall examine the impact of such change on Supplier’s variable pricing and
        shall, if appropriate, negotiate in good faith and mutually agree upon an
        equitable adjustment to the Monthly Base Charge and/or to some or all of
        the
        applicable FTE rates and/or ARC/RRC Rates. 

       

      Notwithstanding
        the foregoing, if Hercules eliminates an entire Functional Service Area,
        it will
        be treated as a termination for convenience to which Termination Charges
        may be
        applicable, and not as a subject of negotiation pursuant to this
        provision.

       

       

      PROJECTS

       

       

      Project
        Pool 

       

      (a) General.
        Supplier shall perform Projects requested and approved by Hercules as part
        of
        the Services and as part of the ASC in accordance with Section
        4.5
        of the
        Agreement and this Section
        3
        without
        adversely impacting the Staffing Assurances. 

      


      (b) Project
        Pool.
        As part
        of the Monthly Base Charges, Supplier shall provide the number of Baseline
        Project FTE Hours specified below to perform Projects requested and approved
        by
        Hercules in accordance with Section
        4.5
        of the
        Agreement. The Baseline Project FTE Hours represent the Baseline Project
        FTEs
        (i.e., twenty percent (20%) of the total number of Supplier Personnel)
        multiplied by 2080, as such may be modified from-time-to-time in accordance
        with
        this Schedule
        J
        for any
        Additional Chargeable FTEs or a reduction in the number of FTEs approved
        by the
        Parties. In the event of a material change in the scope of the Services by
        Hercules that results in an increase or decrease in the number of Supplier
        Personnel from those reflected in Schedule
        M,
        the
        number of Baseline Project FTE Hours shall be adjusted incrementally, upward
        or
        downward, as applicable, in accordance with the above formula. 


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


      (c)Business
        as Usual / De Minimus Projects.
        Notwithstanding anything to the contrary, to the extent the level of effort
        requested by Hercules and provided by Supplier Personnel in connection with
        any
        Project work is less than twenty (20) FTE hours or less, there shall be no
        additional charge to Hercules for such efforts and such FTE hours shall not
        be
        counted against the Baseline Project FTE Hours. 

       

      (d) Project
        Management Reporting.
        Supplier shall report monthly on Projects in accordance with Schedule
        R.
        Such
        reports shall specify, among other things, the Supplier Charges, FTEs, resources
        and expenses for each Project for the applicable month and Contract Year
        and any
        other pertinent information requested by Hercules.

      


      (e) Intentionally
        blank.

      


      (f)Projects
        Pricing: Additional Hours or Fixed Price.
        Subject
        to Section
        4.5
        of the
        Agreement, if and to the extent Hercules authorizes Supplier to exceed the
        applicable Baseline Project FTE Hours in any Contract Year, Hercules shall
        pay
        Supplier for such additional FTEs at the rates specified in Attachment
        J.8.
        At
        Hercules’ request, Supplier shall provide fixed pricing for Projects without
        utilizing the Baseline Project FTE Hours. In such instances, the fixed price
        proposed by Supplier shall be no less favorable to Hercules than the price
        obtained by multiplying the FTE rates specified in Attachment
        J.8
        by the
        projected level of effort. 

       

      (g)Project
        Requirements.
        Supplier shall scope, price and perform each Project in accordance with the
        Project formation process and Project implementation methodology set forth
        in
        the Policy and Procedures Manual. Before beginning work on any Project, Supplier
        shall obtain Hercules’ approval and follow the Project formation process.
        Projects performed without such approval shall be at Supplier’s sole expense.


       

      (h)Project
        Proposals/Reporting.
        The
        first twenty hours expended by Supplier in preparing proposals or plans or
        reporting on the status of a Project shall be included in the Monthly Base
        Charges and shall not be counted against the Baseline Project FTE Hours or
        be
        otherwise chargeable.

       

      (i) Shared
        Projects.
        It is
        understood and agreed that, if and to the extent a Project is requested by
        Hercules and one or more other Supplier customers, the Charges and/or number
        of
        FTE hours associated with such Project shall be allocated on a pro rata basis
        to
        Hercules and such other Supplier customer(s). In addition, to the extent
        the
        benefits of a Project are to be made available to Hercules and Supplier and/or
        one or more other Supplier customers, the Charges and/or number of FTE hours
        associated with such Project shall be allocated on a pro rata basis to Hercules,
        Supplier and/or such other Supplier customer(s). Supplier shall use commercially
        reasonable efforts to identify Project opportunities that could be pursued
        jointly by Hercules and Supplier or one or more other Supplier customers,
        to
        notify Hercules of such joint Project opportunities and to facilitate
        communications with Supplier or such other Supplier customers regarding such
        Project opportunities. 

       


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


       

       

      NEW
        SERVICES

       

      If
        Hercules requests Supplier to perform New Services pursuant to Section
        4.4
        of the
        Agreement, the Charges (and Attachments to this Schedule
        J)
        shall
        be adjusted as provided therein.

       

      OUT-OF-POCKET
        EXPENSES. 

       

       

      Supplier
        shall be entitled to reimbursement of travel and living expenses in connection
        with Projects and New Services only if and to the extent reimbursement of
        travel
        and living expenses is expressly approved in advance by the Hercules
        Relationship Manager on a case by case basis. To the extent Supplier is entitled
        to reimbursement for travel and living expenses, such expenses must be incurred
        and submitted in accordance with the more stringent of (i) Supplier’s
        then-current travel and living expenses and (ii) Hercules’ then-current Travel
        and Living Policy. 

       

       

      PASS-THROUGH
        EXPENSES 

       

      Supplier
        shall process and administer (including validate) the Pass-Through Expense
        invoices in accordance with Section
        11.2
        of the
        Agreement and pursuant to the applicable procedures in the Policy and Procedures
        Manual. No new Pass-Through Expenses may be added without Hercules prior
        consent, which it may withhold in its sole discretion. As of the Commencement
        Date, the Pass-Through Expenses consist solely of the specific items set
        forth
        in Attachment
        J.6.
        The
        administration/processing of Pass-Through Expenses by Supplier is included
        in
        the Annual Service Charge. 

       

       

      ECONOMIC
        CHANGE ADJUSTMENT (“ECA”)  

       

      On
        January 1, 2008 and each January 1 thereafter, the Annual Service Charge
        and
        rates set forth in Attachment
        J.1, J.2,
        J.3
        and
J.8
        shall be
        increased by four (4%) percent per year. 

       

      TAXES 

       

      Each
        Party shall be financially responsible for taxes as provided in Section
        11.4
        of the
        Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      


       

      CURRENCY;
        INVOICING; PAYMENT

       

      Except
        as
        expressly stated otherwise, all Charges in the Attachments to this Schedule
        J
        are set
        forth in United States Dollars. Supplier shall invoice Hercules in accordance
        with Section
        12.1
        of the
        Agreement in United States Dollars, except for Services received in Europe
        which
        shall be invoiced in Euros as requested by Hercules and converted (directly
        from
        United States Dollars to Euros) using the Bloomberg month ending benchmark
        exchange rate or another similar mutually agreed rate. Charges shall be paid
        in
        such currency in accordance with Section
        12.2
        of the
        Agreement. Notwithstanding anything to the contrary, Supplier shall bear
        all
        risks associated with fluctuations in currencies after the Effective Date
        unless
        expressly stated otherwise herein. 

       

      MISCELLANEOUS
        CHARGES AND OTHER PROVISIONS

       

       

      Schedule

       

      Schedule
        J.1
        sets
        forth certain financial responsibilities of the Parties and is hereby
        incorporated into this Schedule
        J.

       

      Telecommunications

       

      Supplier
        shall provide all connectivity and secured redundant data and voice
        telecommunications equipment, services, and bandwidth necessary to connect
        each
        Supplier Facility with Supplier points of presence (each a “POP”). Supplier
        shall provide and be financially responsible for the Supplier network and
        for
        all data and voice connections from each POP and among Supplier Facilities.
        Supplier shall be financially responsible for long distance calls made by
        Supplier Personnel and, to the extent applicable, Hercules representatives
        from
        Supplier Facilities. Long distance calls from Hercules and third parties
        (e.g.,
        Hercules customers and vendors) shall be routed by Supplier from POPs to
        other
        Supplier Facilities. Hercules shall be financially responsible for “last mile”
telecommunications services between Hercules Facilities and Supplier POPs.
        Supplier.

       

       

      Disaster
        Recovery / Business Continuity Seats

       

      Supplier
        shall provide Hercules seven (7) disaster recovery and business continuity
        seats
        at no additional charge at a mutually agreed location.

       


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


       

      Remote
        Dispatching

       

      As
        requested and approved by Hercules, Supplier shall perform (directly or through
        a subcontract) certain remote services (e.g., on-site desktop break-fix at
        less
        populated sites) dispatched under the Agreement as a New Service. The Charges
        for such New Services shall not exceed (i) ****** (******%) percent of
        Supplier’s Out-of-Pocket Expenses for such services (e.g., if Supplier contracts
        with third parties to perform such services) or (ii) the rates set forth
        in
Attachment
        J.8,
        as
        applicable. 

       

      


       

      


       

       


      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      HERCULES
        INCORPORATED

      


      


      INFRASTURCTURE

      ATTACHMENTS
        J.1 - J.8

      


      SUPPLIER
        CHARGES

      


      ATTACHMENT
        TO EXHIBIT J (SUPPLIER CHARGES)

      


      


      


      


      THE
        FOLLOWING 6 TABLES HAVE BEEN REDACTED

      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      HERCULES
        INCORPORATED

      


      


      INFRASTURCTURE

      SCHEDULE
        K HERCULES BASE CASE

      


      


      THE
        FOLLOWING 1 TABLE HAS BEEN REDACTED

      



      
        
           

        

        
           

          
            

          

        

        
           

          THIS
            EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
            REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED
            SEPARATELY
            WITH THE SECURITIES AND EXCHANGE COMMISSION.

          


        

      


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    Hercules

     

     

    Schedule
      L

     

     

    Projects

     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Schedule
      L

     

    In-Flight
      Projects

     

    


     

    This
      is
Schedule
      L
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    
      	
              In-Flight
                Project Not Subject to the Baseline FTE Project
                Pool

            	
              Description

            
	
              Intentionally
                blank

            	 


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    HERCULES
      INCORPORATED

     

    INRASTURCTURE

     

    SCHEDULE
      M STAFFING PLAN

     

    THE
      FOLLOWING 1 TABLE HAS BEEN REDACTED

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    

      Hercules

       

      


       

      


       

      Schedule
        N

       

      


       

      


       

      Termination
        Charges

       

      


       

      


       

      


       

      


       

      


       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

      

       


      SCHEDULE
        N

       

      TERMINATION
        CHARGES

       

      	1.  	
              Introduction

            


       

      This
        is
Schedule
        N
        to the
        Master Professional Services Agreement by and between Hercules and Supplier
        (the
“Agreement”).
        All
        capitalized terms used but not defined in this Schedule shall have the meanings
        given them in the Agreement. 

       

      	2.  	
               Termination
                Charges 

            


       

      The
        Termination Charges are set forth below and shall be prorated for any
        terminations occurring after the first day of any Contract Year in accordance
        with this Schedule
        N.
        Termination Charges shall only be applicable as expressly described in the
        Agreement. 

       

      


       

      THE
        FOLLOWING TABLE HAS BEEN REDACTED

       

       

       

      The
        Termination Charges shall be calculated as of the termination date or, if
        later,
        the substantial cessation of any Termination Assistance Services requested
        by
        Hercules pursuant to the Agreement, whichever is later. The amounts specified
        above represent the Termination Charges as of the Effective Date and the
        last
        day of each Contract Year. To the extent the Termination Charges are calculated
        as of a date during any Contract Year, it shall be adjusted on a pro rata
        basis
        as follows: (Termination Charges as of the end of the preceding Contract
        Year)
        minus (the difference between the Termination Charges as of the end of such
        Contract Year and end of the then current Contract Year, divided by 365,
        and
        then multiplied by the number of days passed in the then current Contract
        Year
        as of the effective date of such calculation).

       

      


       

      


       



    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


     

     

    Hercules

     

     

     

    Schedule
      O.1

     

     

     

     Hercules
      Facilities

     

    


     

    


     

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      O.1

     

    HERCULES
      FACILITIES

    


    This
      is
Schedule
      O.1
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

    


    In
      accordance with Section
      6.2
      of the
      Agreement, Hercules shall provide Supplier with office space and office
      furniture in the following Hercules Facilities, as more fully described below.
      

    


    United
      States Locations

     

    


    1. 

    500
      Hercules Road

    CSD
      Building 8145

    Wilmington,
      DE 19808-1599

    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Office
                space and office furniture for Supplier Personnel

            	
              2
                Years

            
	
              3
                

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            
	
              1
                

            	
              Office
                space and office furniture for Supplier Personnel

            	
              2
                Years

            
	
              1
                

            	
              Office
                space and office furniture for Supplier Personnel

            	
              1
                Year

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            
	
              1
                

            	
              Office
                space and office furniture for Supplier Personnel

            	
              Term

            
	
              2
                

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    2. 

    1313
      North Market Street

    Wilmington,
      DE - 19894-0001

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1
                

            	
              Space
                and furniture for Supplier Personnel

            	
              Term

            


    

    


    3. 

    Hercules
      Facility In Brunswick, NJ

    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1
                

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    4. 

    Hercules
      Facility in Hopewell

    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1
                

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    International
      Locations

     

    


    5. 

    Hercules
      Facility in the Netherlands

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Office
                space and office furniture for Supplier Personnel 

            	
              Term

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    6. 

    Hercules
      Facility in Italy

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    7. 

    Hercules
      Facility in Germany

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    8. 

    Hercules
      Facility in Spain

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    9. 

    Hercules
      Facility in Finland

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    10. 

    Hercules
      Facility in Sweden

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    11. 

    Hercules
      Facility in Belgium

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    


    


    12. 

    Hercules
      Facility in France

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              1

            	
              Work
                space and furniture for Supplier Personnel

            	
              Term

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

     

     

    Hercules

     

     

    Schedule
      O.2

     

     

    Supplier
      Facilities

     

    


     

    


     

    


     

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      O.2

    SUPPLIER
      FACILITIES

     

    


     

    This
      is
Schedule
      O.2
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

    


     

    Supplier
      Facilities

     

    
      	 	
              Street
                Address

            	
              Scope
                of Services Provided

            	
              City

            	
              State

            	
              Country

            
	
              1

            	
              A-9,
                Sector III, Noida - 201301

            	
              Any
                Services

            	
              Noida

            	
              U.P.

            	
              India

            
	
              2

            	
              Manak
                Building, Gurgaon

            	
              Any
                Services

            	
              Gurgaon

            	
              Haryana

            	
              India

            
	
              3

            	
              Arihant
                Technopolis, 4/293, Old Mahabalipuram Road, Kandan Chavadi

            	
              TBD
                during Transition Period

            	
              Chennai

            	
              Tamil
                Nadu

            	
              India

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    
    

     Hercules

     

     

     Schedule
      O.3

     

     

     

    Hercules
      Provided Equipment

     

     

    


    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      O.3

    HERCULES
      PROVIDED EQUIPMENT

     

    


     

    This
      is
Schedule
      O.3
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

     

     

    In
      accordance with Section
      6.4(e)
      of the
      Agreement, Hercules shall provide Supplier with the following Equipment for
      the
      specified period.

     

    


    


     

    
      	
              Hercules
                Facility Location

            	
              Quantity

            	
              Description
                of Hercules Provided Equipment

            	
              Duration

            
	 	 	
              None,
                other than as described in Schedule
                O.1
                or Schedule
                J.1 

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

    


     

     

    Hercules

     

     

    


     

     

    Schedule
      P

     

     

    


     

     

    Direct
      Hercules Competitors 

     

     

    


     

     

    


     

     

    


     

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      P

    DIRECT
      HERCULES COMPETITORS

     

    


     

    This
      is
Schedule
      P
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

     

    


    


    
      	
              Akzo
                Nobel 

            
	
              Amazon

            
	
              BASF

            
	
              Bayer

            
	
              Buckman

            
	
              Ciba
                

            
	
              Colorcon

            
	
              Dow
                Chemical Co.

            
	
              Eka
                

            
	
              GP

            
	
              Hexion

            
	
              Huber

            
	
              Kemira
                (includes Lanxess acquisition) 

            
	
              Nalco
                Holding Company

            
	
              Nippon
                Soda Company

            
	
              Perstorp
                and 

            
	
              Rhodia

            
	
              Rohm
                & Haas

            
	
              Samsung

            
	
              SE
                Tylose (part of Shinetsu)

            
	
              Wolff

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    


     

    


     

    Hercules

     

    


     

    Schedule
      Q

     

    


     

    Satisfaction
      Survey

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      Q

     

    SATISFACTION
      SURVEY

     

    


     

    This
      is
Schedule
      Q
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    HCL
      shall
      conduct two types of surveys for measuring satisfaction as reasonably directed
      by Hercules:

    


    
      	 	
              1)

            	
              The
                Remedy System can be configured to trigger a survey form for every
                ticket
                (whether it is an incident / Service request) and Supplier shall
                review
                the feedback everyday and work on any action items and present improvement
                plans to Hercules. Supplier shall implement such plans as approved
                by
                Hercules.

            


    

    


    
      	 	
              2)

            	
              Supplier
                shall also have a quarterly service score card (HCL Cares) implemented.
                Supplier will send an email based survey to the key Hercules stakeholders
                to understand the satisfaction on deliverables In terms of communication,
                technology and process adherence. A detailed questionnaire based
                on the
                above mentioned parameter will be developed during the Transition
                Period.
                The questionnaire for such surveys shall be determined during the
                Transition Period.

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

     

    


     

    HERCULES

     

    


     

    SCHEDULE
      R

     

    


     

    REPORTS

     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



     

    SCHEDULE
      R

     

    


     

    REPORTS

     

     

    


     

    


    This
      is
Schedule
      R
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.  

     

    1.0 Introduction

     

    In
      accordance with Section
      9.2
      of the
      Agreement, Supplier shall provide Hercules the Service management Reports
      specified in this Schedule
      R
      and
Attachment
      R-1.
      In
      addition, Supplier shall provide Hercules (i) Service Level management reports
      as required under Schedule
      G
      and
      (iii) business and other reports (e.g., reports in the SAP Software) as part
      of
      the Services.

     

    2.0 Reports

     

    Supplier’s
      responsibilities include:

     

    1. Providing
      Hercules all reports provided by or for Hercules during the twelve (12) month
      period immediately prior to the Effective Date.

     

     

    2. Delivering
      all reports according to the format, content, and frequency specified in
Attachment
      R-1
      or, if
      there is no such specification, provided by or for Hercules during the twelve
      (12) month period immediately prior to the Effective Date.

     

     

    3. Modifying
      the format, content, and frequency of any report as requested by
      Hercules.

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    


     

     

    ATTACHMENT
      R-1

     

     

    Description
      of Service management Reports

     

    This
      Attachment
      R-1
      to
Schedule
      R
      contains
      a summary description of the format, content and frequency of key reports
      required by Hercules. This Attachment may not include all reports provided
      by or
      for Hercules during the twelve (12) month period immediately prior to the
      Effective Date or otherwise requested by Hercules or required as part of the
      Agreement. However, Supplier is required to provide any and all such reports
      regardless of their inclusion in this Schedule.

     

     

    1.0 SERVICE
      MANAGEMENT Reports

     

    
      	
              Functional
                Service Area

            	
              Report
                Name

            	
              Description

            	
              Frequency

            	
              Recipient

            	
              Media

            
	
              Security
                (MyDashboard)

            	
              Device
                Reports

            	
              1.
                Denied Inbound / Outbound connections.

              2.
                Top intruders by source.

              3.
                Top attacked destinations.

            	
              To
                be decided during Transition.

            	 
	
              Security
                (My
                Dashboard)

            	
              Device
                Reports

            	
              1.
                Summary of Internet Browse Time by Category (Would be generated by
                WebSense Reporter)

              2.
                Top by Hits  à  Categories receiving the highest number of
                hits (Would be generated by WebSense Reporter)

              3.
                Destination Summary àThe destinations accessed by groups, including
                domain, hits, URL, and category (Would be generated by WebSense
                Reporter)

              4.
                Bandwidth Summary à Summary report on the bandwidth used by groups,
                including domain, bytes transferred, URL/cost, and category. (Would
                be
                generated by WebSense Reporter).

            	
              To
                be decided during Transition.

            	 
	
              Security
                (Dashboard)

            	
              Analysis
                Reports

            	
              1.
                Weekly Global Analysis Report.

              2.
                Monthly Global Analysis Report.

            	
              To
                be decided during Transition.

            	 
	
              Security

            	
              SOX
                Compliance

            	
              These
                reports will be decided depending on the information captured during
                transition

            	
              To
                be decided during Transition.

            	 
	
              All
                Tracks

            	
              Incident
                Report

            	
              Incident
                by Sev, Status, Ticket no. using Remedy.

            	
              Daily

            	
              Track
                Leads/ Customer Manager

            	
              Email/Excel

            
	
              Helpdesk

            	
              Change
                Report

            	
              1.
                Open Change Requests 

              2.
                Closed Change Request over a period of time 

            	
              Weekly

            	
              Change
                Control Board / SDM

            	
              Email.

            
	
              Helpdesk

            	
              TSF
                Report

              (Telephone
                Service Factor)

            	
              It
                will combine individual factors like Abandonment rate, ASA, AHT
                etc.

            	
              Daily

            	
              Helpdesk
                Manager/ Customer Designated Team 

            	
              Email/Excel

            
	
              Helpdesk

            	
              Performance
                Summary Report

            	
              SLA
                metric agreed Vs Actual

            	
              Weekly

            	
              Business
                owners/SDM/Helpdesk Manger

            	
              Email/PPT

            
	
              Helpdesk

            	
              Management
                Survey Report

            	
              Survey
                feedback, Management Sat Score, Action update

            	
              Weekly

            	
              Business
                owners/SDM/Helpdesk Manger

            	
              Email
                Excel

            
	
              Helpdesk

            	
              Monthly
                Report

            	
              SLA
                metric, Changes, Value Add, Complaint Mgmt.

            	
              Monthly

            	
              Business
                owners/SDM/Helpdesk Manger

            	
              Email/PPT

            
	
              Lotus
                Notes

            	
              Mail
                Flow Report

            	
              Number
                of Inbound / Outbound mail flow.

            	
              Weekly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Lotus
                Notes

            	
              Server
                Statistics

            	
              Server
                utilization, Load usage etc

            	
              Weekly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Lotus
                Notes

            	
              Mail
                Replication

            	
              Database
                Replication failures 

            	
              Weekly

            	
              Business
                owners / SDM

            	
              Email

            
	
              DC
                Operations

            	
              Abend
                Report

            	
              Failed
                Jobs Report.

            	
              Daily

              Weekly

            	
              Business
                owners / SDM

            	
              Email

            
	
              DC
                Operations

            	
              Batch
                Report

            	
              Number
                of Batch Jobs

            	
              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              DC
                Operations

            	
              Trend
                Report

            	
              No.
                of Abends Vs Date

            	
              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Network

              (WAN)

            	
              Router
                Utilization

            	
              Router
                Availability

            	
              Daily

              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Network

              (WAN)

            	
              Router
                Utilization

            	
              Router
                Inbound / Outbound utilization

            	
              Daily

              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Network
                (Voice)

            	
              PBX
                & Telco 

            	
              1.
                Trunk Utilization Report (Individual Trunk reports)

              2.
                Trunk peak hour report.

              3.
                Trunk incoming & outgoing report.

              4.
                System Utilization report.

              5.
                Major / Minor alarm status.

            	
              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Network
                (Voice) 

            	
              PBX
                & Telco

            	
              1.
                System Health check reports

              2.
                System Audit Reports

              3.
                Preventive maintenance reports

            	
              Quarterly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Servers
                (Windows)

            	
              Server
                Report

            	
              1.
                CPU Utilization. 

              2.
                Memory Usage.

              3.
                Disk Utilization

            	
              Weekly

              Monthly

            	
              Business
                owners / SDM

            	
              Email

            
	
              Servers
                (UNIX)

            	
              Backup
                Reports

            	
              Backup
                Success / Failure Reports using Data Protector.

            	
              Daily

            	
              Business
                owners / SDM

            	
              Email

            
	
              Servers
                (UNIX)

            	
              Failure
                Reports

            	
              HP-UX
                Server (Hardware / Software) failure report using
                ISEE.

            	
              Daily

            	
              Business
                owners / SDM

            	
              Email

            
	
              SAN

            	
              Allocation
                Report

            	
              SAN
                Allocation report.

            	
              Weekly

            	
              Business
                owners / SDM

            	
              Email

            


    

    Above
      are
      the lists of indicative reports which will need further refinement during the
      Transition Period. Some the exact report deliverables for specific tracks (e.g.,
      SAP Basis, SAP Security) will be refined during the Transition Period.


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    


     

    


     

    


     

    Hercules
      

     

    


     

    Schedule
      S

     

    


     

    Governance
      

     

    


     

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
        

      

    



    


    


    SCHEDULE
      S

    GOVERNANCE

    


     

    
      	
              2.0

            	
              Introduction

            


    

     

    This
      is
Schedule
      S
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

     

     

    During
      the Transition Period the Parties will develop a governance model. Such model
      will include the committees described in this Schedule. 

     

     

    
      	
              3.0

            	
              Committees
                and Teams

            


    

     

     

    
      	
              3.1

            	
              Executive
                Steering Committee

            


    

     

    The
      Parties will establish an executive steering committee. The executive steering
      committee will have executive management responsibility for the Agreement and
      for the relationship between the Parties. The executive steering committee
      will
      meet quarterly (in person or by teleconference) or as otherwise
      agreed.

     

    
      	
              3.2

            	
              Management
                Team

            


    

     

    The
      Parties will establish a management team. The names and/or titles of the initial
      representatives serving on the management team shall be determined during the
      Transition Period.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    


     

    


     

    Hercules

     

    


     

    Schedule
      T

     

    


     

    Hercules
      Rules, 

    Hercules
      IT, Security, and Related Standards,

    and
      

    Hercules
      Business Practices Policy

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      T

     

    Hercules
      Rules, Hercules IT, Security, and Related Standards, and Hercules Business
      Practices Policy

     

     

     This
      is
Schedule
      T to
      the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    


     

    Hercules
      Rules, Hercules IT, Security, and Related Standards, and Hercules Business
      Practices Policy to be made available to Supplier after the Effective Date
      and
      from time-to-time thereafter as requested by Supplier and is hereby incorporated
      by reference. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    


     

    


     

    Hercules

     

    


     

    Schedule
      U

     

    


     

    Termination
      / Expiration Rights

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION.

        
          


        

      

    



    SCHEDULE
      U

     

    TERMINATION
      / EXPIRATION RIGHTS

     

    This
      is
Schedule
      U
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement.

     

    In
      accordance with Section
      6.4(c)
      of the
      Agreement, Hercules consents to Supplier’s use of the following Third Party
      Software licenses, Equipment leases or Third Party Contracts for Supplier’s
      provision of the Services, notwithstanding Supplier’s inability to obtain the
      rights and assurances specified below that are otherwise required by
Section
      6.4(c)
      of the
      Agreement. 

     

    


     

    MyDashboard

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

     

    Hercules

    


    


    Schedule
      V

    


    


    


    Affected
      Employees

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    SCHEDULE
      V

    


    AFFECTED
      EMPLOYEES

    


    


    This
      is
Schedule
      V
      to the
      Master Professional Services Agreement by and between Hercules and Supplier
      (the
“Agreement”).
      All
      capitalized terms used but not defined in this Schedule shall have the meanings
      given them in the Agreement. 

     

    


    


    To
      be
      determined by Hercules within thirty (30) days after the Effective Date and/or
      ten (10) days after applicable work council consultations. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

     

    Hercules

    


    


    Exhibit
      1

    


    


    


    Form
      of Non-Disclosure Agreement

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    FORM
      OF NON-DISCLOSURE AGREEMENT

    


    This
      Non-Disclosure Agreement (“NDA”)
      is
      made as of this ___ day of _______, 200__, by and between
      ________________________,
      (“Supplier”),
      and
      ________________, __________________ (“Receiving
      Party”),
      a
      third party retained by __________________ (“Hercules”).

    


    WHEREAS,
      Supplier and Hercules are parties to the Master Professional Services Agreement,
      dated ________________ (the “Contract”);

    


    WHEREAS,
      Supplier is the owner and licensor of certain Confidential Information (as
      defined below); and

    


    WHEREAS,
      Hercules wishes to disclose, or have Supplier disclose, to Receiving Party,
      and
      Receiving Party wishes to receive, under the terms and conditions of this NDA,
      Confidential Information;

     

    


    NOW,
      THEREFORE, in consideration of the promises hereinafter set forth, Receiving
      Party and Supplier acknowledge and agree as follows:

    


    1. Confidential
      Information.

     

    a. “Confidential
      Information”
shall
      mean all information provided by Supplier, whether marked or not as
“Proprietary”, “Confidential”, or with a similar legend, or otherwise identified
      in writing promptly after disclosure as proprietary or confidential.


     

    b. Confidential
      Information
      shall
      not include information Receiving Party can demonstrate (i)
      is,
      at the time of disclosure to it, in the public domain; (ii) after disclosure
      to
      it, is published or otherwise becomes part of the public domain through no
      fault
      of Receiving Party; (iii) is in the possession of Receiving Party at the time
      of
      disclosure to it without obligation of confidentiality; (iv) is received without
      obligation of confidentiality from a third party having a lawful right to
      disclose such information; or (v) is independently developed by Receiving Party
      without reference to Confidential Information.

     

    2. Receiving
      Party's Duties.

     

    a. During
      the term of this NDA and at all times thereafter, Receiving Party shall not
      disclose, and shall maintain the confidentiality of, all Confidential
      Information. Receiving Party shall use at least the same degree of care to
      safeguard and to prevent disclosing to third parties Confidential Information
      as
      it employs to avoid unauthorized disclosure, publication, dissemination,
      destruction, loss, or alteration of its own information (or information of
      its
      customers) of a similar nature, but not less than reasonable care. Receiving
      Party may disclose Confidential Information to its employees as and to the
      extent such disclosure is necessary for the performance of such person's or
      entity's obligations or otherwise naturally occurs in such person's or entity's
      scope of responsibility. Receiving Party assumes full responsibility for the
      acts or omissions of such person or entity and must take all reasonable measures
      to ensure that Confidential Information is not disclosed or used in
      contravention of this NDA.

     

    b. Receiving
      Party shall not (i) make any use or copies of Confidential Information except
      as
      contemplated by this NDA; (ii) acquire any right in or assert any lien against
      Confidential Information; (iii) sell, assign, transfer, lease, or otherwise
      dispose of Confidential Information to third parties or commercially exploit
      such information, including through derivative works; or (iv) refuse for any
      reason to promptly provide Confidential Information (including copies thereof)
      to Supplier if requested to do so.

     

    c. Receiving
      Party shall not be considered to have breached its obligations under this NDA
      for disclosing Confidential Information as required to satisfy any legal,
      accounting, or regulatory requirement of a competent government body, provided
      that, promptly upon receiving any such request and to the

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    extent
      that it may legally do so, Receiving Party advises Supplier of the Confidential
      Information to be disclosed and the identity of the third party requiring such
      disclosure prior to making such disclosure in order that Supplier may interpose
      an objection to such disclosure, take action to assure confidential handling
      of
      the Confidential Information, or take such other action as it deems appropriate
      to protect the Confidential Information.

     

    d. Receiving
      Party shall: (i) promptly notify Supplier of any known possession, use,
      knowledge, disclosure, or loss of Confidential Information in contravention
      of
      this NDA; (ii) promptly furnish to Supplier all known details and assist
      Supplier in investigating and/or preventing the reoccurrence of such possession,
      use, knowledge, disclosure, or loss; (iii) reasonably cooperate with Supplier
      in
      any investigation or litigation deemed necessary by Supplier to protect its
      rights; and (iv) promptly use commercially reasonable efforts to prevent further
      possession, use, knowledge, disclosure, or loss of Confidential Information
      in
      contravention of this NDA. Receiving Party shall bear its own costs in complying
      with this subsection.

     

    3. Termination.

     

    a. Upon
      completion of Receiving Party's assignment for Hercules, Receiving Party shall
      return or destroy, as Supplier may direct, all Confidential Information, and
      retain no copies; provided that auditors and benchmarkers performing audit
      and
      benchmarking functions may retain their work papers.

     

    b. The
      obligations to maintain confidentiality, the restrictions on use, disclosure,
      duplication, protection, and security of Confidential Information and
      indemnification for breach thereof by Receiving Party shall survive the
      rescission, termination, or completion of this NDA, and remain in full force
      and
      effect until such Confidential Information, through no fault of Receiving Party,
      becomes part of the public domain.

     

    4. General
      Provisions.

     

    a. This
      NDA
      shall be governed by and construed, and the legal relations between the parties
      shall be determined, in accordance with the laws of the State of Delaware,
      without giving effect to the principles of conflicts of laws.

     

    b. This
      NDA
      supersedes all prior understandings and negotiations, oral and written, and
      constitutes the entire understanding between the parties on this
      subject.

     

    c. No
      waiver, modification, or amendment to this NDA shall be binding upon the parties
      unless it is in writing signed by an authorized representative of the party
      against whom enforcement is sought.

     

    d. Nothing
      in this NDA nor any disclosure made hereunder shall be deemed to grant to
      Receiving Party, by implication, estoppel or otherwise, license rights,
      ownership rights or any other intellectual property rights in any Confidential
      Information.

     

    e. Nothing
      in this NDA nor any disclosure made hereunder shall be deemed to grant to
      Receiving Party, a right to receive any further information of Supplier which
      is
      otherwise protected by confidentiality agreement with any third party, or any
      information about Supplier’s profitability, employee remuneration or other
      similar information, not otherwise available to the public.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    IN
      WITNESS WHEREOF, the parties have caused this Non-Disclosure Agreement to be
      signed by their Authorized Representatives on the date and year first above
      written. 

    


    


    
      	
              [__________________________]
                (“Supplier”)

            	
              [Receiving
                Party] (“Receiving Party”)

            
	 	 
	
              By:________________________________

            	
              By:__________________________

            
	 	 
	
              Name:______________________________

            	
              Name:________________________

            
	 	 
	
              Title:_______________________________

            	
              Title:_________________________

            
	 	 
	
              Date:     

            	
              Date:    

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

     

    Hercules

    


    


    Exhibit
      2

    


    


    


    Form
      of Invoice

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    EXHIBIT
      2

    


    FORM
      OF INVOICES

    


    


    


    To
      be
      determined by Hercules within thirty (30) days of the Effective Date. U.S.
      and
      European invoice forms may vary.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


     

    Exhibit
      3

    


    COMPANION
      AGREEMENT

    


    [Local
      Country Name]

    


    This
      Companion Agreement - [local
      country name]
      (this
“Companion Agreement”) is entered into effective as of ________, 200_ (the
“Agreement
      Date”),
      by
      and between [Name
      of Hercules local country Eligible Recipient],
      with an
      office at [__________________] (“Hercules”),
      and
[Name
      of Supplier local country affiliate]
      (“Supplier”),
      with
      an office at [__________________].

    


    RECITALS

    


    
      	
              A.

            	
              Hercules
                Incorporated, a Delaware corporation having a principal place of
                business
                in Wilmington, Delaware, and HCL America, Inc., a California corporation
                having a principal place of business in Sunnyvale, California and
                HCL
                Technologies Limited, an Indian
                public limited company having
                its registered office at 806 Siddharth, 96, Nehru Place, New Delhi
                110 019
                entered into the Master Professional Services Agreement dated as
                of
                [____], 2007 (the “Master
                Agreement”).
                

            


    

    


    
      	
              B.

            	
              The
                Master Agreement contemplates the provision of certain services in
                various
                countries outside the United States, including [name
                of local country]. The
                Master Agreement also contemplates that an Eligible Recipient designated
                by Hercules Incorporated and an Affiliate of HCL America, Inc.,
                respectively, will enter into a Companion Agreement for the provision
                of
                such products and services in each such
                country.

            


    

    


    
      	
              C.

            	
              The
                purpose of this Agreement is to set forth the terms and conditions
                for
                Supplier’s provision of such services to certain Eligible Recipients in
                [name
                of local country].

            


    

    


    NOW,
      THEREFORE, in consideration of the promises contained in this Companion
      Agreement and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, Hercules and Supplier agree as
      follows:

    


    
      	
              1.

            	
              Incorporation
                of Master Agreement.
                This Companion Agreement is entered
                into under the provisions of the Master Agreement, and except as
                provided
                below, all of the terms and provisions of the Master Agreement are
                incorporated into this Companion Agreement by this reference as if
                fully
                set forth herein. The following provisions of the Master Agreement
                do not
                apply to this Companion Agreement and are not incorporated into this
                Companion Agreement: [list
                provisions of the Master Agreement that should not apply to the local
                country agreement due to legal restrictions (if
                any)].
                In
                the event of any inconsistency between the terms of this Companion
                Agreement and the Master Agreement, this Companion Agreement shall
                control
                as to the subject matter of this Companion Agreement. Capitalized
                terms
                used in this Companion Agreement, to the extent not otherwise defined
                in
                this Companion Agreement, shall have the same meanings as in the
                Master
                Agreement.

            


    

    


    
      	
              2.

            	
              Term.
                The term of this Companion Agreement will commence on _________,
                200_ (the
                “Agreement
                Date”),
                and will continue thereafter until the expiration or termination
                of the
                Master Agreement, unless this Companion Agreement is terminated earlier
                in
                accordance with the terms of the Master Agreement.
                

            


    

    


    
      	
              3.

            	
              Local
                Services.
                During the term of this Companion Agreement, Supplier shall provide
                the
                Services described in the Master Agreement to the Eligible Recipients
                in
                [name
                of local country] and/
                or as listed
                in Attachment __ hereto, subject to Section 4.7 of the Master Agreement.
                Supplier shall provide such Services in the manner and in accordance
                with
                the Service Levels set forth in the Master Agreement. Supplier also
                shall
                timely perform or cause to be performed the obligations of [_______]
                specified in the Master Agreement with respect to such Services,
                subject
                to Section 4.7 of the Master
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    
      	
              4.

            	
              Local
                Hercules Obligations.
                Subject to Section 4.7 of the Master Agreement, Hercules shall timely
                perform or cause to be performed the obligations of Hercules Incorporated
                specified in the Master Agreement with respect to the Services provided
                by
                Supplier to the Eligible Recipients in [name
                of local country].

            


    

    


    
      	
              6.

            	
              Supplier
                Charges.

            


    

    


    
      	 	
              (a)

            	
              Supplier
                Charges.
                The Charges for the Services to be provided by Supplier under this
                Companion Agreement are set forth in Attachment __ hereto.
                

            


    

    


    
      	 	
              (b)

            	
              Taxes.
                Unless otherwise specified in this Companion Agreement, the
                responsibilities of each Party for taxes arising under or in connection
                with this Companion Agreement shall be as set forth in Section 11.4
                of the
                Master Agreement. 

            


    

    


    
      	 	
              (c)

            	
              Invoicing
                and Payment Terms.
                Unless otherwise specified in this Companion Agreement, the
                responsibilities of each Party for invoicing and payment for Services
                provided under this Companion Agreement shall be as set forth in
                Article
                12 and Schedule
                J
                of
                the Master Agreement and /or Attachment __ hereto.
                

            


    

    


    
      	
              7.

            	
              Additional
                Provisions.
                

            


    

    
      	 	
              (a)

            	
              The
                Parties agree they will fully cooperate with each other in good faith
                to:

            


    

     

    (i) comply
      with all applicable laws, constitutions, treaties, directives, statutes,
      secondary legislation, order code of practice, binding case law, contractual
      obligations and other common law or other relevant authority relating to the
      employment or dismissal of employees in the relevant country;

    


    (ii)
       inform
      and/or consult singularly or jointly, as required, with any recognized trade
      union, works council, or other appointed employee representative before
      implementing the terms of this Companion Agreement and to contest any claim
      by
      any person resulting from or in connection with this Companion
      Agreement;

    


    (iii) modify
      the terms of the Companion Agreement in order to comply with sections (i) and
      (ii) to achieve the original objectives of the Parties; and

    


    (iv) comply
      with all obligations pursuant to the EC Acquired Rights Directive .

    


    


    


    
      	 	
              (b)

            	
              Supplier:

            


    

    


    
      	 	
              (i)

            	
              May,
                in its sole discretion, offer employment to EU Hercules Personnel
                (other
                than those covered by EC Acquired Rights Directive) whose employment
                is or
                will be terminated as a result of this Companion Agreement or Master
                Agreement;

            


    

    


    
      	 	
              (ii)

            	
              Shall,
                in addition to Article 17 of the Master Agreement, indemnify, defend
                and
                hold harmless Hercules and the Eligible Recipients and their respective
                officers, directors, employees, agents, representatives, successors,
                and
                assigns against any Losses and threatened Losses in connection with
                any of
                the following

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    (unless
      and to the extent the claim for such Losses or threatened Losses is based upon
      the acts or omissions of Hercules or an Eligible Recipient):

    


    
      	 	
              a.

            	
              any
                act or omission of Supplier, a Supplier Affiliate or Subcontractor
                relating to the employment or termination of the employment of any
                EU
                Supplier Personnel; 

            


    

     

    
      	 	
              b.

            	
              any
                claim by a recognized trade union, works council, staff association
                or
                other representative, person or body in respect of EU Supplier Personnel;
                

            


    

     

    
      	 	
              c.

            	
              any
                claim by any EU Hercules Personnel subsequently employed by Supplier
                for
                any cause of action arising after such employment by Supplier;
                and

            


    

     

    
      	 	
              d.

            	
              upon
                expiration or termination of the Master Agreement, this Companion
                Agreement or any part of the Services:


            


    

     

    


    1. a
      claimed
      employment relationship between Hercules or such Eligible Recipient or Hercules
      Third Party Contractor and any such EU Supplier Personnel under the EC Acquired
      Rights Directive or other similar applicable Law;

    


    2. the
      termination by Supplier or a Supplier Affiliate or Subcontractor of the
      employment of any EU Supplier Personnel in connection with the cessation or
      termination of any Services previously performed by Supplier or a Supplier
      Affiliate or Subcontractor; or 

    3.
      any
      claim by a trade union, works council, staff association, worker representative
      or employee in respect of all or any of the EU Supplier Personnel arising out
      of
      a failure or alleged failure by Supplier or a Supplier Affiliate or
      Subcontractor to comply with their legal obligations to consult, notify and/or
      perform under the EC Acquired Rights Directive or other similar applicable
      Law.


     

    
      	 	
              (c)

            	
              Hercules
                shall in addition to Article 17 of the Master Agreement, indemnify,
                defend
                and hold harmless Supplier and its Affiliates and Subcontractors
                and their
                respective officers, directors, employees, agents, representatives,
                successors, and assigns against any Losses and threatened Losses
                in
                connection with any of the following (unless and to the extent the
                claim
                for such Losses or threatened Losses is based upon the acts or omissions
                of Supplier or a Supplier Affiliate or
                Subcontractor):

            


    

    


    
      	 	
              a.

            	
              against
                all actions, proceedings, costs (including legal costs), losses,
                damages,
                fines, penalties, compensation, awards, demands, orders, expenses
                and
                liabilities connected with or arising from any law, constitution,
                treaty,
                directive, statutes, secondary legislation, order, code of practice,
                binding case law, contractual obligation, and other common law right,
                relating to or connected with the employment and dismissal of employees
                which the Supplier may suffer or incur in relation to the termination
                of
                employment of EU Hercules Personnel, the employment of the EU Hercules
                Personnel up to the date of that termination of
                employment;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    
      	 	
              b.

            	
              any
                claim by a recognized trade union, works council, staff association
                or
                other representative, person or body in respect of EU Hercules Personnel
                in relation to the termination of employment of EU Hercules Personnel
                and
                the employment of the EU Hercules Personnel up to the date of that
                termination of employment;

            


    

    


    
      	 	
              c.

            	
              any
                claim by any EU Hercules Personnel subsequently employed by Supplier
                for
                any cause of action arising before such
                employment;

            


    

    
      	 	
              d.

            	
              upon
                execution of the Master Agreement, this Companion Agreement or any
                part of
                the Services: 

            


    

     

    


    
      	 	
              1.

            	
              a
                claimed employment relationship between Supplier or any Affiliate
                of
                Supplier and any such EU Hercules Personnel under the EC Acquired
                Rights
                Directive or other similar applicable
                Law;

            


    

    


    2. the
      termination by Hercules or an Eligible Recipient or a Hercules Third Party
      Contractor of the employment of any EU Hercules Personnel in connection with
      the
      performance of any Services by Supplier or a Supplier Affiliate or
      Subcontractor; or 

    


    3.
      any
      claim by a trade union, works council, staff association, worker representative
      or employee in respect of all or any of the EU Hercules Personnel arising out
      of
      a failure or alleged failure by Hercules or a Hercules Affiliate or a Hercules
      Third Party Contractor to comply with their legal obligations to consult, notify
      and/or perform under the EC Acquired Rights Directive or other similar
      applicable Law.

    


    


    
      	 	
              For
                the purposes of this Companion
                Agreement,

            


    

    


    
      	 	
              “EU
                Supplier Personnel” shall mean all Supplier Personnel located within any
                country to which the EC Acquired Rights Directive or other similar
                Law
                applies.

            


    

    


    “EU
      Hercules Personnel” shall mean all Hercules Personnel, including any employees
      of any Hercules Third Party Contractor located within any country to which
      the
      EC Acquired Rights Directive or other similar Law applies.

    


    
      	
              8.

            	
              Disputes
                and Jurisdiction.
                For avoidance of doubt, any dispute arising under this Companion
                Agreement
                shall be resolved in accordance with the provisions of Article 19
                of the
                Master Agreement.

            


    

    


    
      	
              9.

            	
              Governing
                Law.
                Except as otherwise provided in this Companion Agreement, this Companion
                Agreement and performance under it shall be governed by and construed
                in
                accordance with the applicable Laws of the State of Delaware, USA,
                without
                giving effect to the principles thereof relating to conflicts of
                laws.
                The application of the United Nations Convention on Contracts for
                the
                International Sale of Goods is expressly excluded. The election of
                Delaware Law for this purpose shall not operate or be construed to
                result
                in the extra-territorial application of any Laws of the State of
                Delaware
                or the United States of America unrelated to the interpretation of
                contracts. 

            


    

    


    
      	
              10.

            	
              Service
                of Legal Process.
                For the sole purpose of service of legal process, receipt of any
                notice or
                notification of writ or other judicial proceedings before the courts
                of
                Wilmington, Delaware, as selected by the Parties under Section 19.3
                of the
                Master Agreement, the Parties to this Companion


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    Agreement
      irrevocably appoint the companies below as their agents for service of process
      and receipt of such notice or notification, and further elect domicile at the
      address of said company in Wilmington, Delaware, as follows:

    


    In
      the
      case of Hercules:

     

    


    With
      a
      copy to:

     

    


    and

    


    In
      the
      case of Supplier:

     

    


    With
      a
      copy to:

     

    


    
      	
              12.

            	
              Counterparts.
                This Companion Agreement may be executed in several counterparts,
                all of
                which taken together shall constitute one single agreement between
                the
                Parties hereto.

            


    

    


    
      	
              13.
                

            	
              Severability.
                In
                the event that any provision of this Companion Agreement conflicts
                with
                the Law under which this Companion Agreement is to be construed or
                if any
                such provision is held invalid or unenforceable by a court with
                jurisdiction over the Parties, such provision shall be deemed to
                be
                restated to reflect as nearly as possible the original intentions
                of the
                Parties in accordance with applicable Law. The remaining provisions
                of
                this Companion Agreement and the application of the challenged provision
                to persons or circumstances other than those as to which it is invalid
                or
                unenforceable shall not be affected thereby, and each such provision
                shall
                be valid and enforceable to the full extent permitted by
                Law.

            


    

    


    
      	
              14.

            	
              Language.
                The Parties have requested that this Companion Agreement and all
                documents
                contemplated thereby or relating thereto be drawn up in the English
                language. This document shall be translated into an official language
                of
                [name
                of country],
                if required by Law, but in the event of inconsistencies or conflicts
                the
                English version shall prevail.

            


    

    


    
      	
              15.

            	
              Entire
                Agreement.
                Together with the Master Agreement and the documents identified in
                Section
                2.2 of the Master Agreement, as each may be amended, this Companion
                Agreement and the Schedules, Exhibits and Attachments thereto constitute
                the entire agreement between the Parties with respect to the subject
                matter hereof. There are no agreements, representations, warranties,
                promises, covenants, commitments or undertakings other than those
                expressly set forth herein and therein. This Companion Agreement
                supersedes all prior agreements, representations, warranties, promises,
                covenants, commitments or undertaking, whether written or oral, with
                respect to the subject matter contained in this Companion Agreement.
                No
                amendment, modification, change, waiver, or discharge hereof shall
                be
                valid unless in writing and signed by an authorized representative
                of the
                Party against which such amendment, modification, change, waiver,
                or
                discharge is sought to be enforced (except, however, that amendments
                to
                the Master Agreement shall be applicable to and, by reference,
                incorporated in this
                Agreement).

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        THIS
          EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
          REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE
          COMMISSION.

      

    


    


    IN
      WITNESS WHEREOF, Hercules and Supplier have each caused this Companion Agreement
      to be executed by their respective duly authorized representatives on the dates
      set forth below to be effective as of the Agreement Date.

    


    
      	
              [Hercules
                name]

            	 	
              [Supplier
                name]

            	 
	 	 	 	 
	
              By:

            	 	
              By:

            	 
	 	 	 	 
	
              Title:

            	 	
              Title:

            	 
	 	 	 	 
	
              Date:

            	 	
              Date: