Exhibit 10.32


    EXHIBIT
      10.32


    

      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 15, 2007 (the “Effective
      Date”)
      by and
      between Hercules Incorporated, a Delaware corporation having a principal place
      of business at 1313 North Market Street, Wilmington, Delaware (“Hercules”),
      and
      Genpact International, a Luxembourg corporation
      acting through its Hungarian Branch, having a principal place of business in
      Duna Plaza Offices, 4th Floor, H-1138, Budapest Vaci ut 178, Hungary
      (“Supplier”).
      

    


    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 finance, accounting, customer
      service, IT infrastructure, application development and maintenance and other
      business process and 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 finance, accounting, customer service, SAP upgrade,
      application development and maintenance and other business process and
      information technology products and services (such descriptive terms herein
      collectively referenced as, “BPO/ADM”)
      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 (except as otherwise provided in Schedule
      J)
      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
      E.1, E.2, E.3 etc.).
      

    

      
        	 	
                A

              	
                Glossary
                  of Terms

              


      

      
        	 	
                B

              	
                Software
                  

              


      

      
        	 	
                C

              	
                Key
                  Supplier Personnel 

              


      

      
        	 	
                D

              	
                Subcontractors

              


      

      
        	 	
                E

              	
                Statement
                  of Work

              


      

      
        	 	
                E.1

              	
                Global
                  Procurement

              


      

      
        	 	
                E.2

              	
                Material
                  Master

              


      

      
        	 	
                E.3
                  

              	
                Accounts
                  Payable

              


      

      
        	 	
                E.4

              	
                Order
                  to Invoice 

              


      

      
        	 	
                E.5

              	
                Invoice
                  to Cash

              


      

      
        	 	
                E.6
                  

              	
                General
                  Accounting 

              


      

      
        	 	
                E.7

              	
                Business
                  Analysis

              


      

      
        	 	
                E.8

              	
                Sarbanes
                  Oxley

              


      

      
        	 	
                E.9

              	
                Applications
                  Development and Maintenance

              


      

      
        	 	
                E.10

              	
                Business
                  Continuity

              


      

      
        	 	
                E.11

              	
                Savinon

              


      

      
        	 	
                E.12

              	
                SAP
                  Upgrade

              


      

      
        	 	
                F

              	
                Reserved

              


      

      
        	 	
                G

              	
                Service
                  Levels 

              


      

      
        	 	
                G.1

              	
                Service
                  Levels and Service Level Credits 

              


      

      
        	 	
                G.2

              	
                Service
                  Levels Definitions

              


      

      
        	 	
                G.3

              	
                Critical
                  Deliverables and Deliverable
                  Credits

              


      

      
        	 	
                H

              	
                Transition
                  Plan

              


      

      
        	 	
                H.1

              	
                Transition
                  Milestones, Criteria and Deliverable
                  Credits

              


      

      
        	 	
                H.2

              	
                Detailed
                  Transition Plan

              


      

      
        	 	
                I

              	
                Termination
                  Assistance Services

              


      

      
        	 	
                J

              	
                Supplier
                  Charges 

              


      

      
        	 	
                J.1

              	
                Financial
                  Responsibility/Asset Allocation
                  Matrix

              


      

      
        	 	
                K

              	
                Hercules
                  Base Case

              


      

      
        	 	
                L

              	
                Reserved

              


      

      
        	 	
                M

              	
                Staffing
                  Plan

              


      

      
        	 	
                N

              	
                Termination
                  Charges

              


      

      
        	 	
                O.1

              	
                Hercules
                  Facilities

              


      

      
        	 	
                O.2

              	
                Supplier
                  Facilities

              


      

      
        	 	
                O.3

              	
                Hercules
                  Provided Equipment

              


      

      
        	 	
                P.1

              	
                Direct
                  Hercules Competitors 

              


      

      
        	 	
                P.2

              	
                Direct
                  Supplier Competitors 

              


      

      
        	 	
                Q

              	
                Satisfaction
                  Survey

              


      

      
        	 	
                R

              	
                Reports

              


      

      
        	 	
                S

              	
                Governance
                  Model

              


      

      
        	 	
                T.1

              	
                Hercules
                  Rules

              


      

      
        	 	
                T.2

              	
                Hercules
                  IT, Security and Related Standards

              


      

      
        	 	
                T.3

              	
                Hercules
                  Business Practices Policy

              


      

      
        	 	
                U

              	
                Termination/Expiration
                  Rights

              


      

    

     

    Exhibit
      1: Form of Non-Disclosure Agreement

    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
      3: Form of Companion Agreement

    Exhibit
      4: Parent Guaranty 

    


    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 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 period, Hercules shall have the right to
      extend the Term for up to two extension periods of up to one (1) year (each,
      a
“Renewal
      Term”
and
      together with the Initial Term, the “Term”),
      each
      on the same terms conditions and pricing set forth in this Agreement, including
      the economic change adjustment set forth in Section 7 of Schedule
      J.
      Notwithstanding the foregoing, the time period between the delivery of Hercules’
non-renewal notice to Supplier and Supplier’s cessation of Termination
      Assistance Services shall not be shorter than one hundred eighty (180) days.
      No
      Termination Charges shall be applicable to any termination on or after the
      expiration of the Initial Term, except as otherwise expressly provided in an
      approved New Services proposal. 

     

    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
                BPO/ADM 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 (unless and to the extent
                such
                service, function, or responsibility meets the New Services definition,
                and provided that, 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              The
                BPO/ADM related services, functions and responsibilities reflected
                in
                those categories of the Hercules Base Case which Supplier is assuming
                pursuant to this Agreement (provided, however, 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).

            


    

     

    
      	 	
              (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.

            


    

     

    
      	 	
              (c)

            	
              Required
                Resources.
                Except as otherwise expressly provided in this Agreement, Supplier
                shall
                be responsible for providing the facilities, personnel, Equipment,
                Software, technical knowledge, expertise and other resources necessary
                to
                provide the Services.

            


    

     

    
      	 	
              (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
                Subcontractors.

            


    

     

    
      	 	
              (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.
                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 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 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) unnecessarily 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 to Supplier’s
                plans, shall operate or be construed as limiting Supplier’s
                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.
                

            


    

     

    
      	 	
              (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. If Supplier fails to meet a Transition Milestone,
                Supplier shall pay Hercules the Deliverable Credits specified in
                Schedules
                G and
                H
                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.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              (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 material 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 twenty
                (20)
                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 twenty (20) 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
                twenty (20) 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.

            


    

     

    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 the Term; provided, if the
                Agreement is terminated by Supplier under Section
                20.1(b)
                for failure to pay undisputed amounts, Supplier may require payment
                in
                advance for Termination Assistance Services to be provided or performed
                under this Section
                4.3
                and payment of all undisputed Charges not previously paid as required
                under this Agreement. At Hercules' request, Supplier shall
                provide

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 applicable Service Levels and shall
                not be
                degraded or deficient in any respect. Accordingly, unless otherwise
                agreed
                in the applicable transition plan, Service Level Credits shall be
                assessed
                for any failure to meet applicable Service Levels during the Termination
                Assistance Services period; provided, that, during the period following
                the expiration/termination date, (i) Service Level Credits shall
                be
                assessed only with respect to a failure to meet the applicable Minimum
                Service Level,
                (ii) the Parties
                shall use commercially reasonable efforts to agree upon the Minimum
                Service Levels to be applied during such period, and
                (iii) to the extent the Parties are unable to agree, the original
                Minimum
                Service Level, without the continuous improvement adjustments described
                in
                Section 12 of Schedule
                G,
                shall be applied. Notwithstanding the foregoing, if
                Hercules requests less than all of the Services being performed by
                Supplier prior to the expiration/termination date and the failure
                to
                request any interdependent Service causes Supplier to be unable to
                perform
                the Services in accordance with the Service Levels, Supplier shall
                be
                relieved of responsibility for any resulting Service Level default,
                but
                only if Supplier (i) promptly notifies Hercules of its inability
                to
                perform under such circumstances, (ii) cooperates with Hercules to
                address
                the resulting problem and thereby avoid any non-performance, (iii)
                identifies and pursues commercially reasonable means to avoid or
                mitigate
                the impact of Hercules’ failure to request such Service, and (iv) uses
                commercially reasonable efforts to perform notwithstanding the failure
                to
                request such Service.
                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
                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).

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      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 (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 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 make offers of
                employment, 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),
                to 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, or (ii) other Supplier Personnel
                assigned
                to the performance of Services during the twelve (12) months preceding
                the
                expiration or termination date that 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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). If Hercules consents to Supplier’s use of specific Subcontractors
      under these circumstances, such Subcontractors shall be so identified on
Schedule
      D

     

    
      	 	
              (iii)

            	
              Within
                thirty (30) days after receiving from Hercules 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),
                including those Supplier intends to terminate in connection with
                such
                expiration or termination. 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.

            


    

     

    
      	 	
              (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 used on a dedicated
                basis by
                Supplier or Supplier Affiliates to perform 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 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 and/or
                duties
                associated with such conveyance, as well as any Out-of-Pocket Expenses
                to
                transport such Equipment to the location designated by Hercules.
                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.

            


    

     

    
      	 	
              (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 primarily used by Supplier, Supplier Subcontractors or
                Supplier
                Affiliates to perform the Services. Subject to Sections
                6.4(c),
                Supplier shall, at Hercules’s request, cause any such Subcontractors
                (excluding Shared 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


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


     

    
      	 	
              (7)

            	
              Other
                Subcontracts and Third Party Contracts.
                In addition to its obligations under Section
                4.3(b)(6),
                Supplier shall use commercially reasonable efforts to make available
                to
                Hercules, the Eligible Recipients and/or their designee(s), pursuant
                to
                reasonable terms and conditions, any Subcontractor or third party
                services
                then being utilized by Supplier in the performance of the Services.
                Supplier shall retain the right to utilize any such Subcontractor
                or third
                party services in connection with the performance of services for
                any
                other Supplier customer. Hercules and the Eligible Recipients shall
                retain
                the right to contract directly with any Subcontractor or third party
                previously utilized by Supplier to perform any
                Services.

            


    

     

    
      	 	
              (8)

            	
              Extension
                of Services.
                As
                part of the Termination Assistance Services, for
                a period of up to 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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 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 the same or substantially similar
                job
                classifications and/or skill sets in the same geographic area and
                the same
                or substantially similar technology infrastructure, 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. 

            


    

     

    
      	 	
              (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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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. 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 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, a “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.
                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. Such
                cooperation may include: (A) timely providing access to
                any

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 Contractors to perform the
      work
      in question. Notwithstanding subsection (B) above, it is understood and agreed
      that Supplier shall not be obligated to grant Hercules Third Party Contractors
      physical access to Supplier Facilities as part of such cooperation, as long
      as
      Supplier is able to provide such Hercules Third Party Contractors with physical
      access at or from a neutral site to the business processes and associated
      Equipment, Software and/or Systems used to perform the Services to the extent
      necessary and appropriate for such Hercules Third Party Contractors to perform
      the work assigned to them (and provided that, unless otherwise agreed, the
      cost
      of such neutral site shall be borne by Supplier unless and to the extent the
      need for such access is attributable to the termination or non-renewal of the
      Agreement with respect to the applicable Service for reasons other than
      Supplier's comply with its obligations under this Agreement, and provided that,
      in the latter event, Supplier notifies Hercules of such additional costs,
      obtains Hercules' approval prior to incurring such costs, and uses commercially
      reasonable efforts to minimize any costs to be borne by Hercules.). 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 (and Hercules shall be responsible to Supplier
      for
      any breaches of such standards, methodologies, and procedures by Hercules
      personnel and /or Hercules Third Party Contractors.

     

    
      	 	
              (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. 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 Genpact International or an Affiliate of Genpact
                International and Hercules Incorporated or
                an Eligible Recipient. All Services shall be provided by Genpact
                International or the applicable Affiliate of Genpact International
                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, Genpact International shall be responsible for any
                failure
                by an Affiliate of Genpact International to perform in accordance
                with a
                Companion Agreement executed by such Affiliate
                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.

      

    


    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 Genpact
      International, 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, 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. 

            


    

     

    4.8 Guaranty.
      

     

    As
      a
      material condition to the effectiveness of this Agreement, Supplier shall cause
      the Guaranty to be executed by Guarantor and delivered to Hercules on the
      Effective Date.

     

    
      	
              5

            	
              REQUIRED
                CONSENTS 

            


    

     

    5.1 Supplier
      Responsibility. 

     

    At
      Hercules’ request, Supplier shall reasonably cooperate with Hercules (and/or a
      Hercules Third Party Contractor) in obtaining Required Consents. Supplier shall
      assist Hercules in minimizing or eliminating any fees or expenses associated
      with obtaining such Required Consents. 

     

    5.2 Financial
      Responsibility.

     

    Hercules
      shall pay any transfer, re-licensing or termination fees or expenses associated
      with obtaining any Required Consents.

     

    
      	
              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)

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    all
      maintenance, site management, site administration and similar services for
      the
      Supplier Facilities, (ii) uninterrupted power supply services for the Supplier
      Facilities. 

     

    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 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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)

            	
              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.

            


    

     

    
      	 	
              (e)

            	
              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 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.

            


    

     

    
      	 	
              (f)

            	
              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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              (g)

            	
              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.

            


    

     

    
      	 	
              (h)

            	
              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, (i) reasonable
      access to and use of Supplier Facilities from which the Services are being
      performed, (ii) access to reasonable work/conference space at such Supplier
      Facilities for the conduct of Hercules' business. 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 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; (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); (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)

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    (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 (excluding Shared Subcontractors) 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
                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 use of the Hercules owned
                and
                leased Equipment identified on Schedule
                O.3
                (collectively, the “Hercules
                Provided Equipment”)
                for the periods specified in such Schedule solely for and in connection
                with the provision of 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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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, at Supplier’s expense, deliver such Equipment to the location
      designated by Hercules, the Eligible Recipients and/or their
      designee(s).

     

    6.5 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.

     

    
      	 	
              (a)

            	
              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 the documented or verifiable levels 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 BPO/ADM services. 

            


    

     

    
      	 	
              (b)

            	
              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.
                

            


    

     

    
      	 	
              (c)

            	
              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.

            


    

     

    
      	 	
              (d)

            	
              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 Subcontractors or non-Supplier Personnel.
                

            


    

     

    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.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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. 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 and will be improved during the Term and agrees
                that the
                Service Levels in such Service areas will be enhanced periodically
                in
                recognition of the anticipated improvement in service quality. Supplier
                will 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
                to
                reflect the higher performance levels actually attained or attainable
                by
                Supplier in accordance with 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. Hercules or its designee shall have the right to
      audit

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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.

     

    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. 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, if any, agreed to in 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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

            	
              PROJECT
                PERSONNEL 

            


    

     

    8.1 Key
      Supplier Personnel.

     

    
      	 	
              (a)

            	
              Approval
                of Key Supplier Personnel.

            


    

     

    
      	 	
              (i)

            	
              The
                positions to be held by Key Supplier Personnel are listed in Schedule
                C.
                Before assigning an individual to a Key Supplier Personnel position,
                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.

            


    

     

    
      	 	
              (ii)

            	
              Hercules
                may, from time to time, change the positions designated as Key Supplier
                Personnel positions with Supplier’s approval which shall not be
                unreasonably withheld. In addition, the number of Key Supplier Personnel
                positions shall be increased in the event of New Services, expanded
                scope,
                corporate acquisitions, increased Service volumes, or other such
                circumstances to maintain a ratio of Key Supplier Personnel to Supplier
                Personnel that is no less than the ratio existing as of the Commencement
                Date.

            


    

     

    
      	 	
              (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 sole
                discretion. 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 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 twenty percent (20%)
                of
                the 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. 

     

    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;
      (iii) devote his or her full time and effort to managing the Services; (iv)
      remain in this position for a minimum period of two (2) years from the initial
      assignment (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 the single point of contact to whom
      all

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      communications concerning this Agreement may be addressed; (vii) have authority
      to act on behalf of Supplier in all day-to-day matters pertaining to this
      Agreement; (vi) have day-to-day responsibility for service delivery, billing
      and
      relationship management; and (viii) 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, Supplier Personnel performing business analytics or other
                Supplier Personnel listed on Attachment
                C.2
                to
                perform services directly or indirectly for a Direct Hercules Competitor
                either while engaged in the provision of Services or during the twelve
                (12) months immediately

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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. To the extent permitted under
                applicable Law and administratively possible in the jurisdiction
                in which
                such Supplier Personnel are employed, 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
                material changes to the planned staffing and deployment without Hercules’
                prior approval. For purposes of this provision, a material change
                is
                considered to be a change of five percent (5%) or more in any number
                in
                the personnel projection matrix in the Staffing Plan. 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 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 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      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) Suppliers standard
                operating practices (to the extent applicable and as uniquely adopted
                to
                the Services); (C) documentation (including operations manuals, user
                guides, specifications, policies/procedures and disaster recovery/business
                continuity plans) providing further details regarding such Services;
                (D)
                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; (E) 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. In
      addition, as to the extent directed by Hercules, Supplier shall incorporate
      any
      policies and procedures set forth in the ITO supplier’s policy and procedure
      manual and integrate Supplier’s processes and procedures relating to the
      Services with the applicable ITO supplier’s services. 

     

    
      	 	
              (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 shall 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. 

            


    

     

    
      	 	
              (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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    9.2 Reports.

     

    
      	 	
              (a)

            	
              Reports.
                Supplier
                shall provide Hercules with reports pertaining to the performance
                of the
                Services and Supplier’s other obligations under this Agreement sufficient
                to permit Hercules to monitor and manage Supplier’s performance
                (“Reports”).
                The Reports to be provided by Supplier shall include those described
                in
                Schedule
                R
                in
                the format and at the frequencies provided therein, as well as those
                provided by Hercules prior to the Commencement Date. 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,
                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) generally
                accepted accounting principles, (iii) accepted industry standards
                of
                leading providers of BPO/ADM services, (iv) the Laws applicable to
                Hercules, the Eligible Recipients and/or the Services, and (v) the
                industry standards described

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Section
      9.4(d))
      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
                Schedule E.8;.

            


    

     

    
      	 	
              (vii)

            	
              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; 

            


    

     

    
      	 	
              (viii)

            	
              Comply
                with the Hercules Business Practices Policy; and
                

            


    

     

    
      	 	
              (ix)

            	
              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 or will achieve and, to the extent relevant, will thereafter
                maintain certification or compliance with the following industry
                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.

      

    


    
      	 	
              (i)

            	
              Type
                I SAS 70:
                The Supplier Facilities in Kolkata, India, and Bucharest Romania
                (Schedule
                O.2)
                will be certified as Type I SAS 70 compliant beginning in the second
                quarter of 2007;

            


    

     

    
      	 	
              (ii)

            	
              Type
                II SAS 70:
                The Supplier Facilities in Kolkata, India, Bucharest Romania, and
                Juarez,
                Mexico (Schedule
                O.2)
                will be certified as Type II SAS 70 compliant beginning in the fourth
                quarter of 2007;

            


    

     

    
      	 	
              (iii)

            	
              Sarbanes
                Oxley:
                The finance and accounting processes employed at the Supplier Facilities
                in Kolkata, India, Bucharest Romania, and Juarez, Mexico (Schedule
                O.2)
                will be certified in 2007 as compliant with 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.

            


    

     

    
      	 	
              (iv)

            	
              ISO
                9001:2000:
                The business continuity planning functions performed at the Supplier
                Facility in Kolkata, India (Schedule
                O.2)
                are certified as ISO 9001:2000 compliant.


            


    

     

    
      	 	
              (v)

            	
              Operating
                Leader Standard Certification (Customer Operations Performance Centre
                Inc., USA. (“COPC”)):
                As of the Effective Date, Supplier is undergoing the Operating Leader
                Standard Certification from COPC.

            


    

     

    
      	 	
              (vi)

            	
              CMMi:
                The Supplier Facilities in Kolkata, India, Bucharest Romania, and
                Juarez,
                Mexico (Schedule
                O.2)
                are certified as compliant with the Software Engineering Institute
                Capability Maturity Model Integration (CMMi) Level 5
                requirements.

            


    

     

    
      	 	
              (vii)

            	
              BS7799:
                The Supplier Facility in Kolkata, India (Schedule
                O.2)
                is BS 7799 certified. The Supplier Facilities in Bucharest Romania,
                and
                Juarez, Mexico (Schedule
                O.2)
                will obtain BS 7799 certification in
                2007.

            


    

     

    
      	 	
              (viii)

            	
              Six
                Sigma:
                The Supplier Facilities in Kolkata, India, Bucharest Romania, and
                Juarez,
                Mexico (Schedule
                O.2)
                are certified through the Six-Sigma
                Academy.

            


    

     

    Supplier
      shall provide Hercules information regarding the foregoing certifications as
      reasonably requested by Hercules. If Supplier fails to maintain any of the
      certifications above or any assessment, audit, or re-certification report
      determines that Supplier is no longer meeting the requirements necessary to
      achieve such certifications, then Supplier shall inform Hercules of such
      circumstance within thirty (30) days of such failure or report being issued
      and
      promptly prepare, for Hercules' review and approval, a plan to be implemented
      at
      Supplier’s expense for ensuring compliance thereafter. 

     

    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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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' BPO/ADM 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. All the changes
                to
                the Services emerging out of the Technology and Business Process
                Plan
                shall be governed by the Change Control
                Procedures.

            


    

     

    Supplier’s
      proposed Technology and Business Process Plan 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
      Technology and Business Process Plan, Supplier shall also present implementation
      plans for the achievement of the Strategic Plan and 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 human resources, payroll, procurement,
                accounts payable or other standards, processes, procedures and 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 or any other change
                that
                may impact the provision of the Services, each Party shall comply
                with the
                change control procedures specified in the Policy and Procedures
                Manual
                (“Change
                Control Procedures”).
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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 Chief Patent 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 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              (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 on a temporary basis for a reasonable
                period of
                time during a technology or business transition (e.g., a software
                upgrade
                or an acquisition) and, subject to
                Sections 4.4 and 11.1(f)(ii),
                shall do so 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. 

            


    

     

    
      	 	
              (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
                on a
                temporary basis for a reasonable period of time during a technology
                or
                business transition (e.g., a software upgrade or an acquisition)
                and,
                subject to Section
                4.4 and 11.1(f)(ii), shall
                do so 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. 

            


    

     

    
      	 	
              (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 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 under this
                Agreement, it shall maintain Equipment and Software so that they
                operate
                substantially in accordance with the Service Levels and their
                Specifications, including (i) maintaining Equipment in good operating
                condition, subject to normal wear and tear, (ii) undertaking repairs
                and
                preventive maintenance on Equipment in accordance with
                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.

      

    


    applicable
      Equipment manufacturer’s recommendations and requirements, and (iii) performing
      Software maintenance in accordance with the applicable Software supplier’s
      documentation, recommendations and requirements.

     

    
      	 	
              (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.

            


    

     

    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 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. 

     

    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 BPO/ADM 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 and Hercules
      reasonably believes that such work is material and is required on an urgent
      basis, Supplier shall proceed with such work if directed by Hercules for up
      to
      sixty (60) FTE days or until such dispute is resolved. Any Charges claimed
      by
      Supplier for such work shall be subject to dispute and withholding under
Section 12.4,
      and any
      disagreement with respect to such Charges shall be submitted to dispute
      resolution pursuant to Article
      19.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    

     

    9.12 Audit
      Rights. 

     

    
      	 	
              (a)

            	
              Contract
                Records.
                Supplier shall, and shall cause its Affiliates and, subject to
                Section
                9.12(e)(v),
                its Subcontractors 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 Affiliates and, subject to
                Section
                9.12(e)(v),
                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, 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; (vi) examine Supplier’s
                measurement, monitoring and management tools; and (vii) enable Hercules
                and the Eligible Recipients to meet applicable legal, regulatory
                and
                contractual requirements (including those associated with the
                Sarbanes-Oxley Act of 2002 and the implementing regulations promulgated
                by
                the United States Securities and Exchange Commission and the Public
                Company Accounting Oversight Board), in each case to the extent applicable
                to the Services. 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 expeditious manner to facilitate the timely completion
                of such audit. 

            


    

     

    
      	 	
              (c)

            	
              Financial
                Audits.
                During the Audit Period (as defined in Section
                9.12(a),
                Supplier shall, and shall cause its Affiliates and, subject to
                Section
                9.12(e)(v),
                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 in performing the Services, and (iv) 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,

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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, together
      with interest from the date of Supplier’s receipt of such overcharge at the
      lesser of annual
      USD LIBOR plus one and one-half percent (1.5%) per
      annum
      or the maximum rate allowed by applicable Law 

     

    
      	 	
              (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.

            


    

     

    
      	 	
              (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)

            	
              If,
                with respect to any Subcontractor (other than a Shared Subcontractor),
                Supplier is unable to obtain the audit and other rights described
                in this
                Section
                9.12,
                it shall so notify Hercules as part of the approval process described
                in
                Section
                9.13(a),
                and shall not use such Subcontractor without Hercules’
                approval. If
                Hercules consents to Supplier’s use of any such Subcontractor under these
                circumstances, the Subcontractor shall be so identified on Schedule
                D.

            


    

     

    
      	 	
              (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, together with interest from the date of
                Supplier’s receipt of such overcharge at the lesser of annual USD LIBOR
                plus one and one-half percent (1.5%) per annum or the maximum rate
                allowed
                by applicable Law. 

            


    

     

    
      	 	
              (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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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, 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. Supplier shall do
                so at its
                own expense if and to the extent such audit deficiency or finding
                of
                non-compliance results from Supplier’s failure to comply with its
                obligation under this Agreement. 

            


    

     

    
      	 	
              (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 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. During the planning of each
                such
                audit, Supplier shall provide Hercules with reasonable information
                as to
                the anticipated scope and timing of such audit, shall accord Hercules
                a
                reasonable opportunity to communicate any reasonable concerns it
                may have
                regarding such matters and shall give due consideration to such concerns
                in finalizing the plans for such audit. 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 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' expense (provided, Supplier notifies Hercules of such
      expense, obtains Hercules' 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.
                

            


    

     

    
      	 	
              (i)

            	
              Except
                as provided in Section
                9.12(j)(ii)
                below, Supplier, its Affiliates and, subject to Section
                9.12(e)(v),
                its Subcontractors shall provide the Services described in this
                Section
                9.12
                as
                part of the Monthly Base Charges and at no additional Charge to Hercules.
                

            


    

     

    
      	 	
              (ii)

            	
              As
                part of the Monthly Base Charges, Supplier shall provide, at Hercules’
                request, up to six hundred (600) FTE hours of audit assistance for
                audits
                initiated by Hercules in any Contract Year (“Baseline
                Audit FTEs”).
                The Hercules Contract 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)
                and (v),
                if Hercules authorizes Supplier to exceed the Baseline Audit FTEs
                in any
                Contract Year, Hercules shall
                either

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    pay
      Supplier for such additional FTE hours at the rates specified in Schedule
      J
      or apply
      such additional FTE hours against the Baseline Project FTEs described in
Section
      11.8(a).
      

     

    
      	 	
              (iii)

            	
              Notwithstanding
                Section
                9.12(j)(ii),
                to the extent the level of audit assistance requested by Hercules
                and
                provided by Supplier Personnel in connection with any audit initiated
                by
                Hercules is, in the aggregate, 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
                9.12(j)(ii)
                above.

            


    

     

    
      	 	
              (iv)

            	
              Notwithstanding
                Section
                9.12(j)(ii),
                to the extent the audit assistance requested by Hercules can be provided
                by Supplier using personnel already assigned to Hercules hereunder
                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
                9.12(j)(ii),
                there will be no additional charge to Hercules for audit assistance
                if, in
                performing such an audit, Hercules uncovers evidence that Supplier
                has
                breached any material 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. 

            


    

     

    
      	 	
              (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 or if there are other reasonable
                grounds for removal. 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 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 $250,000 per subcontract
                or $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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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. 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 leading
                providers of BPO/ADM services and the business and BPO/ADM 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. The
                impact
                of any such technology transformation shall be jointly accessed by
                the
                Parties through the Change Control Procedures.


            


    

     

    
      	 	
              (b)

            	
              Annual
                Technology and Business Process Audit. Hercules
                may elect to conduct an annual technology and business process audit
                to
                benchmark Supplier’s then current technologies and business processes
                against the best practices of leading providers of BPO/ADM services.
                If
                any such audit reveals that the technologies and business processes
                then
                utilized by Supplier are not at the level of “industry best practice,”
                then Hercules and the Supplier shall review the results of the audit
                and
                promptly establish and implement a plan to implement identified best
                practices. 

            


    

     

    
      	 	
              (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 BPO/ADM 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 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
                BPO/ADM
                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
                and to the extent applicable, (i) offer Hercules the opportunity
                to serve
                as a pilot customer in connection with the implementation of such
                New
                Advances; 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.

      

    


    
      	 	
              (ii)
                

            	
              if
                Hercules declines such opportunity, offer Hercules access to such
                New
                Advances and the opportunity to be an early adaptor of such New
                Advances.

            


    

     

    
      	 	
              (f)

            	
              Flexibility.
                Supplier shall make commercially reasonable efforts to 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, BPO/ADM
                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.
                Supplier shall be fully responsible for the implementation of new
                Equipment in the ordinary course of Technology and Business Process
                Evolution. Supplier shall refresh all 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.
                Supplier shall be fully responsible for the implementation of new
                or
                changed Software, tools and methodologies in the ordinary course
                of
                Technology and Business Process Evolution. 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.
                Supplier shall deploy, implement and support Technology and Business
                Process Evolution and New Advances throughout the Term and shall
                be
                included in the Monthly Base Charges except as provided below:
                

            


    

     

    
      	 	
              (i)

            	
              Supplier
                shall be financially responsible for the capital cost associated
                with
                Technology and Business Process Evolution and New Advances only for
                categories of Equipment, Software and other assets as to which such
                responsibility is allocated to Supplier in Schedule
                J.1.
                Hercules
                shall be financially responsible for the capital cost associated
                with
                Technology and Business Process Evolution and New Advances for categories
                of Equipment, Software and other assets as to which such responsibility
                is
                allocated to Hercules in Schedule
                J.1;
                

            


    

     

    
      	 	
              (ii)

            	
              The
                effort associated with the implementation 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; and 

            


    

     

    
      	 	
              (iii)

            	
              The
                Parties acknowledge and agree that Supplier shall be entitled to
                charge
                for New Advances to the extent they constitute a standalone service
                offering or software product that is marketed as such to commercial
                customers generally (provided Supplier notifies Hercules of such
                additional charge and obtains Hercules approval before implementing
                the
                New Advance, and provided further that the price for such New Advance
                is
                no higher than the price it is offered generally to other preferred
                commercial customers).

            


    

     

    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;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 those described in Section
      4.3
      and
Section
      18.2
      of this
      Agreement and Section
      17
      of
Schedule
      G,
      are the
      only circumstances in which its failure to perform its responsibilities under
      this Agreement 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. 

     

    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 Commencement Date or, if
                later,

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      date
      on which Supplier assumes responsibility for the applicable Services. Supplier
      shall 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 (provided
                that,
                if the new Eligible Recipient is a Direct Supplier Competitor, the
                Parties
                shall confer in good faith regarding Supplier's competitive concerns
                and
                possible means of addressing such concerns, including the possibility
                of
                unwinding the relationship). 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. 

            


    

     

    
      	 	
              (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 BPO/ADM services, Hercules may, in its
                discretion, designate such Entity as an Eligible
                Recipient

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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.
                Within ninety (90) days after the consummation of a transaction described
                in clause (c) or (d) within the definition of Eligible Recipients
                in
                Schedule
                A,
                Hercules shall 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 and the applicable Work Statement(s)
                for up
                to twenty-four (24) months and shall thereafter be entitled to Termination
                Assistance Services pursuant to Section
                4.3,
                or (ii) 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 Service pursuant to Section
                4.3.
                If no election is made within such ninety (90) day period, the Term
                shall
                be terminated as to such Eligible Recipient with respect to all Services,
                subject to its receipt of Termination Assistance Services pursuant
                to
                Section
                4.3 

            


    

     

    11.2 Pass-Through
      Expenses.
      

     

    
      	 	
              (a)

            	
              Procedures
                and Payment.
                Unless otherwise agreed by the Parties, Hercules shall pay all
                Pass-Through Expenses directly to the applicable vendors following
                review,
                validation and approval of such Pass-Through Expenses by Supplier.
                No new
                Pass-Through Expenses may be added without Hercules' prior consent,
                which
                it may withhold in its sole discretion. Before submitting any Pass-Through
                Expenses for payment, 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 fifteen (15) 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. To the extent Supplier fails to comply with
                its
                obligations hereunder, it shall be financially responsible for any
                discounts lost or any late fees or interest charges incurred by Hercules
                and/or the Eligible Recipients.

            


    

     

    
      	 	
              (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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    11.3 Reserved
      

     

    11.4 Taxes.

     

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

     

    
      	 	
              (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)

            	
              Reserved.
                

            


    

     

    
      	 	
              (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 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 on
                its
                initiative and not at the direction of Hercules or either Party assigning
                this Agreement to an Affiliate) the Party initiating such move shall
                be
                financially responsible for such new or higher Hercules Service Taxes,
                unless otherwise mutually agreed. 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) and such Service
                Taxes are not fully recoverable by Hercules, 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 within thirty (30) days, and the cumulative monthly impact
                of all
                new or higher Service Taxes for which Hercules is financially responsible
                will, in the aggregate, exceed three
                percent (3%) of the monthly Charges, Hercules
                may elect to terminate the Agreement in its entirety, or to terminate
                any
                portions impacted by such new or additional Service Taxes. 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.
                

            


    

     

    
      	 	
              (ii)

            	
              Supplier
                shall be financially responsible for all Service Taxes 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, provided such Service Taxes are
                not
                assessed as a result of the presence in such jurisdiction of the
                Hercules
                Site(s) to which such Services are provided, and only to the extent
                such
                Service Taxes are not fully recoverable by Hercules (“Supplier
                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.

      

    


    
      	 	
              (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.
                

            


    

     

    
      	 	
              (i)

            	
              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. 

            


    

     

    
      	 	
              (ii)

            	
              Supplier
                represents and warrants that Hercules is not required to withhold
                under
                the Laws of any of the applicable jurisdictions and/or that Supplier
                possesses an exemption from such withholding and will timely provide
                Hercules with documentation evidencing such exemption, including
                any form
                or other documentation upon which Hercules is required to obtain
                or upon
                which it is entitled to rely in order not to be required to withhold
                in
                any such jurisdiction. If and to the extent the failure to withhold
                is
                challenged by an applicable Tax Authority or otherwise determined
                to be
                incorrect, Supplier shall indemnify Hercules and its Affiliates and
                the
                Eligible Recipients (and their respective officers, directors, employees,
                agents, representatives, successors, and assigns ) in accordance
                with
                Section
                17.1(f)
                and shall be financially responsible for all such withholding taxes,
                interest and penalties that in such circumstances shall be applicable.
                

            


    

     

    
      	 	
              (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 and to minimize such liability
                to the extent legally permissible. Supplier’s invoices shall separately
                state the Charges that are subject to taxation and the amount of
                taxes
                included therein. 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 (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 by such Party
                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
                jurisdictions in which it is legally required to do so.
                

            


    

     

    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)

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

            


    

     

    
      	 	
              (iii)

            	
              changes
                in the applicable regulatory environment;
                or

            


    

     

    
      	 	
              (iv)

            	
              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 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.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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 third party (a “Benchmarker”)
                to compare the quality and cost of all or any portion of the Services
                against the quality and charges 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”).
                In making this comparison, the Benchmarker shall consider the following
                factors and adjust the prices as and to the extent appropriate: (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; (v) the extent to which this Agreement calls for supplier
                to provide and comply with unique Hercules requirements or requirements
                that are unique to Hercules’ industry; (v) the countries from which the
                services are provided by supplier, and (vi) whether Service Taxes
                are
                included in such pricing or stated separately in supplier invoices.
                Hercules shall not initiate more than one Benchmarking in any eighteen
                (18) month period, provided that such Benchmarking may include all
                or any
                number of the Services. Notwithstanding the preceding sentence, if
                a
                Benchmarking reveals an unfavorable pricing variance, Hercules may,
                at its
                option, initiate a second Benchmarking of some or all of the remaining
                Services during such eighteen (18) month period.
                

            


    

     

    
      	 	
              (b)

            	
              General.
                The Benchmarker engaged by Hercules shall be an impartial, 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
                shall not be a Direct Supplier Competitor and 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
                the Benchmarking, 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 provide the
                Benchmarker with 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Charges.
      The Benchmarking shall be conducted so as not to unreasonably disrupt Supplier’s
      operations under this Agreement.

     

    
      	 	
              (c)

            	
              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.
                

            


    

     

    
      	 	
              (d)

            	
              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 median 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. Reductions in Supplier’s
                Charges, if any, shall be implemented effective as of the date the
                Benchmarker’s report was first provided to Supplier. 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 such Services 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. 

            


    

     

    12 INVOICING
      AND PAYMENT

     

    12.1 Invoicing.

     

    
      	 	
              (a)

            	
              Invoice.
                Within fifteen (15) days after the beginning of each month, Supplier
                shall
                present Hercules with an invoice 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 then receiving Services, with
                the
                Charges allocated among such Eligible Recipients based on the chargeback
                data generated by Supplier and/or the allocation formula provided
                by
                Hercules. The Monthly Invoice shall be delivered to Hercules, at
                its
                request, at the address(es) listed in Section
                21.3,
                and/or electronically. 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.

            


    

     

    
      	 	
              (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
                one hundred and twenty (120) 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.


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      either
      Party fails to make any undisputed payment on or before the payment due date,
      the Party to whom payment is owed may thereafter assess interest on the unpaid
      balance to and until the date of payment at
      the
      lesser of annual USD LIBOR plus one and one-half percent (1.5%) per annum or
      the
      maximum rate allowed by applicable Law.
      For
      avoidance of doubt, interest will not be assessed on amounts disputed pursuant
      to Section
      12.4.
      

     

    12.3 Reserved.
      .

     

    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 within thirty (30) days of its receipt of the
                invoice.
                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, Expedited Dispute Resolution.
                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.
                The
                Parties shall use commercially reasonable efforts to resolve any
                such
                dispute expeditiously.

            


    

     

    
      	 	
              (d)

            	
              Monthly
                Ceiling.
                While Hercules may ultimately withhold the entire disputed amount,
                the
                amount withheld in any single month shall not exceed twenty percent
                (20%)
                of the total Charges for such month. If the disputed amount exceeds
                this
                monthly ceiling, Hercules may withhold the excess in subsequent months,
                subject to the same monthly ceiling, until the entire disputed amount
                is
                withheld.

            


    

     

    
      	 	
              (e)

            	
              Escrow.
                To
                the extent the disputed Charges exceed, in the aggregate, an amount
                equal
                to the average 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.
                

            


    

     

    
      	 	
              (f)

            	
              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.

            


    

     

    
      	 	
              (g)

            	
              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
                provided to Supplier by Hercules or an Eligible Recipient, Hercules
                Owned
                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 of Hercules, an
                Eligible Recipient, an Authorized User or a Hercules Third Party
                Contractor obtained, received, transmitted, processed, stored, archived,
                or maintained by Supplier under this Agreement. In the case of Supplier,
                Confidential Information also shall include Software provided to
                Hercules
                by Supplier, Supplier Owned Materials, attorney-client privileged
                materials, attorney work product, information regarding other Supplier
                customers, financial information relating to Supplier's business
                or
                operation, information regarding Supplier’s business plans and other like
                information or data or Supplier or its Subcontractors or Affiliates
                received by Hercules pursuant to 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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 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 in connection
                with a
                benchmarking under Section
                11.8.
                In addition, Hercules may disclose Confidential Information relating
                to
                descriptions of the Services provided by Supplier, the applicable
                Service
                Levels and/or measurements of Supplier’s performance with respect to such
                Service Levels in connection with 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
                the
                Master Professional Services Agreement (as opposed to the pertinent
                Schedules) or Supplier’s pricing for the Services provided hereunder 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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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.

            


    

    


    
      	 	
              (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
                policies specified 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;


            


    

    


    
      	 	
              (D)

            	
               ISO
                17799, 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 shall,
                in
                addition to its obligations pursuant to Sections
                6.2(c),
                expeditiously (i) notify Hercules
                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.

      

    


    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, (v) take commercially reasonable actions to prevent the
      recurrence of such breach or potential breach of security, and (vi) 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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Hercules' Confidential Information be stored or held by Supplier in a form
      or
      manner not readily accessible to Hercules in this manner.

     

    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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      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 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 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
                (PROVIDED
                THAT, HERCULES SHALL PASS THROUGH, OR OTHERWISE PROVIDE, TO SUPPLIER
                THE
                REPRESENTATIONS AND WARRANTIES MADE BY THE MANUFACTURERS AND/OR PROVIDERS
                OF SUCH HERCULES LICENSED THIRD PARTY MATERIALS TO THE EXTENT IT
                IS
                PERMITTED TO DO SO UNDER THE APPLICABLE THIRD PARTY CONTRACTS).

            


    

     

    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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 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, including Derivative Works of Supplier
                Owned
                Materials made by Hercules, Hercules Affiliates, Eligible Recipients,
                or
                their designees. 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 during the Term and any Termination Assistance
                Services period for the benefit and use of Hercules, Hercules Affiliates
                and the Eligible Recipients. 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.

            


    

     

    
      	 	
              (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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    14.3 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 (and at Hercules’ request and subject to Section
                13.1,
                Hercules Third Party Contractors that sign a written agreement with
                Hercules to be bound by terms at least as protective as the terms
                contained herein applicable to such Materials), at no additional
                charge, a
                world-wide non-exclusive, royalty-free right and 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) monitor, access, interface with
                or use
                the Materials and Software then being used by Supplier, (iii) perform
                or
                have performed ancillary services and functions, including related
                information technology services and functions, in each case related
                to the
                Services provided by Supplier, and (iv) perform or have performed
                services
                that are the same as or similar to the Services to the extent such
                Supplier Owned Material is necessary to maintain, support, enhance
                or
                further develop Hercules Owned Materials, Hercules licensed Third
                Party
                Materials or other Materials as to which Hercules holds a license
                under
                this Agreement. 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 services for such embedded Supplier Owned Materials
                in
                accordance with Sections
                14.6(b).

            


    

     

    
      	 	
              (d)

            	
              License
                to Supplier Third Party Materials.
                As of the Commencement Date and subject to Supplier having obtained
                any
                Required Consents, 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 ADM/BPO 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. Notwithstanding the foregoing, Supplier shall not
                be

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    obligated
      to grant such license and other rights if and to the extent Hercules agrees
      to
      forego some or all such rights prior to Supplier’s first use of such Third Party
      Material in the performance of the Services and such agreement is memorialized
      in Schedule
      B.
      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.

     

    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 BPO/ADM 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 BPO/ADM 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:

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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)

            	
              Commercially
                Available Supplier Owned Materials.
                Subject to the final paragraph of this Section
                14.6(b),
                with respect to Materials owned by Supplier, Supplier Affiliates
                or,
                (subject to Section
                6.4(c)),
                Subcontractors that are generally commercially available and used
                by them
                to provide the Services (and any modifications, enhancements, Upgrades,
                methodologies, tools, documentation, materials and media related
                thereto):

            


    

     

    
      	 	
              (i)

            	
              Supplier
                hereby grants to Hercules and the Eligible Recipients (and at Hercules’
                request and subject to Section
                13.1,
                Hercules Third Party Contractors that sign a written agreement with
                Hercules to be bound by terms at least as protective as the terms
                contained herein applicable to such Materials) a license on standard
                terms
                and conditions no less favorable than those offered generally by
                Supplier
                to other commercial customers to use such Materials following the
                expiration or termination of the Term or termination of the Service(s)
                for
                which such Materials were used; provided that, in all events, such
                terms
                and conditions must be at least broad enough to permit Hercules and
                the
                Eligible Recipients (or, at Hercules’ direction, their designee) to use
                such Materials to provide for Hercules and the Eligible Recipients,
                or
                have provided for them by third party contractors, services similar
                to the
                Services, and for Hercules and the Eligible Recipients to receive
                such
                services;

            


    

     

    
      	 	
              (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, and (B) the source code and
                object
                code for such Supplier Owned Materials to the extent such Supplier
                Owned
                Materials include source code or object code and such code is customarily
                provided to commercial customers licensing such Materials
                and

            


    

     

    
      	 	
              (iii)

            	
              Supplier
                shall offer to provide to Hercules and the Eligible Recipients (and
                at
                Hercules’ request and subject to Section
                13.1,
                Hercules Third Party Contractors that sign a written agreement with
                Hercules to be bound by terms at least as protective as the terms
                contained herein applicable to such Materials) Upgrades, maintenance,
                support and other services for such 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. Hercules shall be responsible for any
      periodic or other license fees attributable to periods after Hercules' first
      use
      of such Supplier Owned Material pursuant to this provision, provided such fees
      are no less favorable than those offered generally by Supplier to other
      commercial customers using such Materials.

     

    Supplier
      shall not use any generally commercially available Supplier Owned Materials
      for
      which it is unwilling or unable to grant some or all of the license or other
      rights described above unless and to the extent Hercules agrees to forego such
      rights prior to Supplier’s first use of such Third Party Material in the
      performance of the Services and such agreement is memorialized in Schedule
      E.1.
      In
      seeking Hercules’ approval, Supplier may propose alternative terms, such as a
      fee for such license, a limitation on the use of such Materials by a Hercules
      Third Party Contractor, and/or the substitution of a functionally equivalent
      product.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              Non-Commercially
                Available Supplier Owned Materials.
                Subject to the final paragraph of this Section
                14.6(b),
                with respect to Materials owned by Supplier or Supplier Affiliates
                or
                Subcontractors and used by them to provide the Services that are
                not
                generally commercially available (and any modifications, enhancements,
                Upgrades, methodologies, tools, documentation, materials and media
                related
                thereto):

            


    

     

    
      	 	
              (i)

            	
              Supplier
                hereby grants to Hercules and the Eligible Recipients (and at Hercules’
                request and subject to Section
                13.1,
                Hercules Third Party Contractors that sign a written agreement with
                Hercules to be bound by terms at least as protective as the terms
                contained herein applicable to such Materials) a worldwide, perpetual,
                irrevocable, non-exclusive, non-transferable, fully paid-up license,
                to
                use, execute, reproduce, display, perform, and distribute such
                non-commercially available Supplier Owned Materials following the
                expiration or termination of the Term or termination of the Service(s)
                for
                which such Materials were used. Such license shall be limited to
                the use
                of such Supplier Owned Materials by Hercules and the Eligible Recipients
                (or, at Hercules’ direction, their designee) to provide for Hercules and
                the Eligible Recipients, or have provided for them by a Third Party
                Contractor, services similar to the Services and for Hercules and
                the
                Eligible Recipients to receive such
                services;

            


    

     

    
      	 	
              (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, and (B) the source code and
                object
                code for such Supplier Owned Materials to the extent such Supplier
                Owned
                Materials include source code or object code and such code is customarily
                provided to commercial customers licensing such Materials and
                

            


    

     

    
      	 	
              (iii)

            	
              At
                Hercules’ request, Supplier shall provide to Hercules and the Eligible
                Recipients (and at Hercules’ request and subject to Section
                13.1,
                Hercules Third Party Contractors that sign a written agreement with
                Hercules to be bound by terms at least as protective as the terms
                contained herein applicable to such Materials) Upgrades, maintenance,
                support and other services for such Supplier Owned Materials on reasonable
                commercial terms and conditions, which shall include pricing no less
                favorable than the pricing customarily charged to other commercial
                customers receiving equivalent services. If Supplier fails to offer
                or
                provide Upgrades, maintenance, support or other services, Supplier
                shall
                deliver source code and object code for such Supplier Owned Materials
                to
                the extent such Materials include source code, together with the
                right to
                modify, enhance and create derivative works of such Materials.
                

            


    

     

    Unless
      Hercules otherwise agrees prior to Supplier’s first use of such non-commercially
      available 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 non-commercially available Supplier Owned Materials for which
      it is unwilling or unable to grant some or all of the license or other rights
      described above unless and to the extent Hercules agrees to forego such rights
      prior to Supplier’s first use of such Third Party Material in the performance of
      the Services and such agreement is memorialized in Schedule
      E.1.
      In
      seeking Hercules’ approval, Supplier may propose alternative terms, such as a
      fee for such license, a limitation on the use of such Materials by a Hercules
      Third Party Contractor, and/or the substitution of a functionally equivalent
      product. 

     

    
      	 	
              (d)

            	
              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:

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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

            


    

     

    
      	 	
              (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; or

            


    

     

    
      	 	
              (iii)

            	
              the
                procurement for Hercules and the Eligible Recipients (or, at Hercules'
                election, to their designee(s)) of a substitute license for Third
                Party
                Materials sufficient to perform, without additional cost, support
                or
                resources and at the levels of performance and efficiency required
                by this
                Agreement, the functions of the Third Party Materials necessary to
                enable
                Hercules or its designee to provide the Services after the expiration
                or
                termination of the Term.

            


    

     

    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
      (including source code, to the extent it has been available to Supplier) 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 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 leading
      providers of BPO/ADM 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    15.2 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 Developed Materials will be
                free from
                material errors in operation and performance, will Comply with the
                applicable documentation and the Specifications in all material respects,
                including any applicable Year 2000 Compliance requirements, 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.

            


    

     

    
      	 	
              (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.
                

            


    

     

    
      	 	
              (i)

            	
              With
                respect to Third Party Software provided by a Party pursuant to this
                Agreement, such Party covenants that it shall (i) obtain intellectual
                property indemnification from
                the third party supplier of such Software for the other Party and,
                where
                relevant, the Eligible Recipients to the extent such indemnification
                is
                legally permissible and available from such third party supplier
                on a
                commercially reasonable basis, and (ii) enforce the intellectual
                property
                indemnification rights obtained from the third party supplier of
                such
                Software on behalf of the other Party, and, where relevant, the Eligible
                Recipients, to the extent such enforcement is legally and contractually
                permissible. Notwithstanding the foregoing, Hercules shall not be
                obligated to renegotiate the terms

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    of
      its
      existing Third Party Software licenses to obtain intellectual property
      indemnification or to modify the terms of such licenses with respect to such
      indemnification.

     

    
      	 	
              (ii)

            	
              If
                a third party intellectual property infringement claim is asserted
                against
                a Party (or, where relevant, an Eligible Recipient) based on its
                use of
                such Third Party Software, the Party providing such Third Party Software
                shall tender such claim to the third party supplier of such Software
                and
                invoke its right to indemnification with respect to such claim. If
                the
                Party providing such Third Party Software does not possess such
                indemnification rights or the right to enforce them on behalf of
                the other
                Party (or, where relevant, the Eligible Recipient), the Party against
                whom
                the claim is asserted may cease using such Third Party Software.
                Subject
                to Section
                15.3(b)(iv),
                the Party providing such Third Party Software shall have no obligation
                to
                indemnify the other Party in such circumstances and shall have no
                responsibility for Losses incurred by such other Party as a result
                of its
                past or continued use of such Third Party Software, except as provided
                in
                Section
                15.3(b)(iv).

            


    

     

    
      	 	
              (iii)

            	
              Subject
                to Section
                15.3(b)(iv),
                if Supplier ceases its use of Third Party Software provided by Hercules
                under the circumstances described in Section
                15.3(b)(iii)
                and, as a direct result, Supplier is unable to perform
                certain Services or meet certain Service Levels, Supplier shall be
                relieved of responsibility for such Services and/or Service Level,
                but
                only if and to the extent Supplier (A) expeditiously notifies Hercules
                of
                its inability to perform under such circumstances, (B) cooperates
                with
                Hercules to address the resulting problem and thereby avoid any
                non-performance, and (C) uses commercially reasonable efforts to
                perform
                notwithstanding the unavailability of such Third Party Software.
                In
                addition, Hercules
                shall pay the applicable labor rate(s) for additional Supplier Personnel
                reasonably required by Supplier to perform under such circumstances
                and
                for the incremental Out-of-Pocket Expenses reasonably incurred by
                Supplier
                in doing so; provided 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. Supplier
                shall resume normal performance if and when the Parties obtain the
                right
                for Supplier to continue using such Third Party Software product,
                modify
                the item in question or its use so that it is no longer infringing,
                or
                replace such item with a non-infringing functional equivalent
                product.

            


    

     

    
      	 	
              (iv)

            	
              Notwithstanding
                Sections
                15.3(b)(ii) and (iii),
                Hercules reserves the right to direct Supplier to continue using
                a
                Hercules provided Third Party Software product despite the assertion
                of a
                third party intellectual property infringement claim against Supplier
                with
                respect to such product. If Hercules elects to do so, Hercules shall
                indemnify, defend and hold Supplier harmless from any Losses resulting
                from Supplier's prior or continued use of such Third Party Software
                product, all in accordance with Sections
                17.2(e) and 17.5.
                

            


    

     

    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;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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

            


    

     

    
      	 	
              (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
      intentionally 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

              	
                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. At Supplier's request, Hercules
                  shall
                  provide Supplier with data and reports in Hercules’ possession necessary
                  for Supplier to comply with any Laws specifically applicable to
                  Supplier
                  and its performance of 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
                  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 BPO/ADM 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, and (ii) restrictions or prohibitions
                  on the
                  use or disclosure of Personal Data made available to Supplier under
                  this
                  Agreement. 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 that Supplier
        is aware of 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. In addition, if Supplier
                  reasonably
                  concludes, after due inquiry, that the compliance obligations associated
                  with any 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 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 (and provided that, to the extent the benefits of such a Project
      are
      to be made available to 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)). 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,
                including Hercules' obligation under Sections
                15.7(e)
                to
                notify Supplier of Hercules Laws and changes in such
                Laws.

            


    

     

    
      	
            	(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;
      Currency.

     

    
      	 	
              (a)

            	
              Interoperability.
                Subject to Section
                9.6
                and the applicable Change Control Procedures, Supplier 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.
                

            


    

     

    
      	 	
              (b)

            	
              Monetary
                Currencies.
                Supplier represents, warrants and covenants that the Software, Equipment,
                Systems and Services provided and/or used by Supplier will be able
                to
                receive, transmit, process, store, archive, maintain and support
                all
                applicable monetary currencies, including the currencies of all countries
                specified in Exhibit
                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.

      

    


    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 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 shall
                be not less than the limits required by applicable
                Law.

            


    

     

    
      	 	
              (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). 

            


    

     

    
      	 	
              (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 and property damage with limits of not less than $5
                million
                per occurrence and $5 million in annual aggregate. This insurance
                coverage
                may be provided through any combination of Supplier's primary and
                Umbrella
                /Excess Liability Insurance policies, all of which comply with the
                requirements stated in Sections
                16.1(b) and
                (c).
                 

            


    

     

    
      	 	
              (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. This insurance coverage may be provided
                through
                any combination of Supplier's primary and Umbrella /Excess Liability
                Insurance policies, all of which comply with the requirements stated
                in
                Sections
                16.1(b) and
                (c).
                If Services are performed outside the United States, Supplier shall
                maintain required compulsory
                insurance.

            


    

     

    
      	 	
              (iv)

            	
              Professional
                Liability (also known as Errors and Omissions Liability) Insurance,
                including omissions coverage, covering acts, errors and omissions
                arising
                out of Supplier’s operations or Services in an amount not less than $10
                million per occurrence and $10 million in the annual aggregate. 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
                $10
                million per occurrence and in annual
                aggregate.

            


    

     

    
      	 	
              (vi)

            	
              All
                Risk Property Damage covering all assets owned by Supplier, for the
                replacement value of such assets. 

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      above
      stated insurance coverage 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 VII 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),
                including any umbrella/excess liability policies, shall name Hercules
                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. 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. 

            


    

     

    
      	 	
              (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 for each year that this Agreement is in effect.
                Each certificate of insurance shall provide for notice of such
                cancellation, reduction or adverse 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 and 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 or theft 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 or theft. 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. 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. 

            


    

     

    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:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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.

            


    

     

    
      	 	
              (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 against an indemnified party 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 relating to 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 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, (iv) employee pension or other
                benefits of any Supplier Personnel accruing from and after their
                Employment Effective Date, and/or (v) other aspects of the employment
                relationship of Supplier Personnel 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 (unless
                and to
                the extent such claims of joint employment are based in material
                part on
                acts of Hercules or the Eligible Recipients inconsistent with Hercules’
                rights and obligations under this Agreement and Supplier’s status as an
                independent contractor), 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
                (including Section
                15.3(b)(iv)).

            


    

     

    
      	 	
              (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 a Hercules Affiliate, an Eligible Recipient
                (other than Hercules) or a Hercules Third Party Contractor asserting
                rights under this Agreement against an indemnified
                party.

            


    

     

    
      	 	
              (h)

            	
              Employment
                Claims.
                Any claim relating to any: violation by Hercules, its Affiliates
                or
                Eligible Recipients, 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, except to the extent resulting from the wrongful
                actions
                of Supplier, Supplier Affiliates or Subcontractors (or their respective
                officers, directors, employees, representatives or agents), errors
                or
                inaccuracies in the information provided by Supplier and faithfully
                communicated by Hercules, or the failure of Supplier, Supplier Affiliates
                or Subcontractors (or their respective officers, directors, employees,
                representatives or agents) 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 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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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'
      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 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. 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 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    17.6 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 by 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 clear and present danger of physical
                harm.

            


    

     

    
      	 	
              (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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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
                (provided that, in each case, Hercules shall confer in good faith
                with
                Supplier prior to exercising such termination right). 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, unless and to the extent such force majeure event prevents
                Supplier from implementing such plan or providing such
                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)
                (provided that, if Supplier is ready and able to provide the Services
                and
                a force majeure event prevents Hercules from receiving such Services
                for
                more than twenty (20) days, the Parties shall confer in good faith
                and
                agree upon staffing, charges and other matters going forward and
                the
                Charges and other contract obligations will be adjusted
                accordingly).

            


    

     

    
      	 	
              (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 action
                or
                the theory of recovery, shall be limited to the total Charges payable
                to
                Supplier during the twelve (12) month
                period preceding the last act or omission giving rise to such liability;
                provided that, for the period beginning on the Effective Date and
                ending
                on the last day of the first Contract Year, the total
                aggregate

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    liability
      of either Party shall be limited to the greater of $7,000,000 or the total
      actual Charges payable to Supplier for the preceding twelve (12) months. 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 a Party’s liability for indemnification under Sections
                17.1(a), (b) and (c) and 17.2(a). (b) and (c)
                shall be limited to an amount equal to the liability cap specified
                in
                Section
                18.3(b),
                and a Party's liability for indemnification under Sections
                17.1(d) and 17.2(d)
                shall be limited to an expanded liability cap equal to two times
                the
                liability cap specified 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 obligations under Article
                13
                (excluding Losses attributable to non-Party claims, which are addressed
                in
                Sections
                17.1(d)
                and 17.2(d))

            


    

     

    
      	 	
              (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 equal to equal to at least fifty percent (50%) 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.


            


    

     

    
      	 	
              (x)

            	
              Service
                Level Credits or Deliverable Credits assessed against Supplier pursuant
                to
                Schedules
                G, H or H.1
                or
                other agreement of the Parties.

            


    

     

    
      	 	
              (xi)

            	
              Lost
                funds (including interest on such lost funds) resulting from Supplier’s
                failure to make payments in accordance with the instructions of Hercules,
                the Eligible Recipients or the applicable Authorized Users or in
                compliance with applicable Laws.

            


    

     

    
      	 	
              (xii)

            	
              Lost
                funds (including interest on such lost funds) resulting from Supplier’s
                extension of credit in violation of the policy or instructions of
                Hercules
                and/or the Eligible Recipients.

            


    

     

    
      	 	
              (xiii)

            	
              Lost
                funds (including interest on such lost funds) resulting from Supplier’s
                failure to provide correct instructions for funds transfers, or failure
                to
                properly execute funds transfers.

            


    

     

    
      	 	
              (xiv)

            	
              Lost
                discounts, late fees and/or interest charges incurred by Hercules
                and the
                Eligible Recipients. 

            


    

     

    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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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 Vice president - Global
                Sales and
                Marketing 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.

            


    

     

    
      	 	
              (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 court. 

     

    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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              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 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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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.

            


    

     

    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

     

    20.1 Termination
      for Cause.

     

    
      	 	
              (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),
                which breach is not cured within the period specified 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;


            


    

     

    
      	 	
              (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. 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              By
                Supplier.
                In the event that Hercules fails to pay Supplier undisputed Charges
                exceeding in the aggregate two (2) months of Monthly Base Charges
                by the
                specified due date and fails to cure such default within thirty (30)
                days
                of notice from Supplier of its intention to terminate for failure
                to make
                such payment, Supplier may, by notice to Hercules, terminate the
                Term.
                Supplier acknowledges and agrees that this Section 20.1(b) 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 Services or any Functional Service
      Area(s) 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 Functional Service Areas 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 thirty (30) 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. For avoidance of doubt, an initial public offering or secondary offering
      by Supplier shall not be deemed to be a Change of Control of Supplier and shall
      not trigger the right to terminate for convenience pursuant to this Section
      20.3.

     

    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 one hundred eighty (180) 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 the greater of (i) 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,
      or (ii)
      an amount equal to the wind-down expenses (as defined in Section 2(a) or (b)
      of
Schedule
      N
      and
      unamortized balance sheet items (as defined in Section 2(c) of Schedule
      N
      reasonably incurred by Supplier. 

     

    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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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) 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
      Supplier has a reduction in its long term credit rating as determined by Moody’s
      Investors Service to "Ba" or below, then Hercules may, in its sole discretion,
      terminate this Agreement without payment of Termination Charges by giving
      Supplier at least ninety (90) days prior notice.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 (provided that, if the Entity by
                which
                Hercules is acquired or into which Hercules is merged is a Direct
                Supplier
                Competitor, the Parties shall confer in good faith regarding Supplier's
                competitive concerns and possible means of addressing such concerns,
                including the possibility of unwinding the
                relationship).

            


    

     

    
      	 	
              (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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Section
      21.1
      (Binding
      Nature, Assignment);

    


    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 Financial Officer

    


    With
      a
      copy to:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      General Counsel 

    


    and

    


    In
      the
      case of Supplier:

     

    Genpact
      International

    Duna
      Plaza Offices, 4th
      Floor

    H-1138
      Budapest Vaci út 178

    Hungary

    Attention:
      Board of Managers

    Facsimile:
      +361-330-8910 

    


    With
      a
      copy to:

     

    Genpact
      International 

    DLF
      City-Phase V

    Sector
      53, Gurgaon - 122002

    Haryana
      State, India

    Attention:
      General Counsel

    Facsimile:
      +91 124 402 2205

    


    
      	 	
              (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:
      Stephen F. Werbe

    E-mail
      Address: swerbe@herc.com

    Facsimile:
      302-594-7200


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    and

    


    In
      the
      case of Supplier:

    Genpact
      International

    DLF
      IT
      Park

    Tower
      1,
      7th Floor

    8
      Major
      Arterial Road

    New
      Town,
      Rajarhat

    Kolkata
      700156

    Attention:
      Subrata Mukherjee - Hercules Global Operating Leader

    E-mail
      Address: Subrata.Mukherjee@genpact.com

    Facsimile:
      +91 33 2324 2004

    


    
      	 	
              (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 Financial Officer

    


    and

    


    In
      the
      case of Supplier:

    


    Genpact
      International

    c/o
      National Corporate Research, Ltd.

    615
      South
      DuPont Highway

    Dover,
      DE19901

    With
      a
      copy to:

    


    Genpact
      International 

    DLF
      City-Phase V

    Sector
      53, Gurgaon - 122002

    Haryana
      State, India

    Attention:
      General Counsel

    Facsimile:
      +91 124 402 2205

    


    
      	 	
              (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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    21.4 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.

     

    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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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.

     

    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. Neither Party
      shall make any public statements about this Agreement, the Services or the
      relationship contemplated hereunder without the other Party’s prior approval.


     

    21.12 Service
      Marks.

     

    Each
      Party agrees that it shall not, without the other Party’s prior consent, use any
      of the names, service marks or trademarks of such Party or where relevant,
      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.
                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 in Section
                4.3(b)(2)
                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
                ninety
                (90) days after the termination of the employee’s employment. 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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    21.17 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.

     

    21.18 Liens.

     

    Supplier
      shall not file, or by its action or inaction permit, any 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 ten (10) business 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, beginning twelve (12) months after the Effective
      Date, Supplier shall use Hercules as a reference at least once during the first
      six (6) months and once during the last six (6) month of each calendar year
      for
      prospective Supplier customers interested in purchasing services that include
      the same or substantially similar services to the Services. In conjunction
      with
      the foregoing, the Hercules Relationship Manager (or equivalent level of
      Hercules management), shall serve as the contact point for such prospective
      Supplier customers and shall respond to all inquiries in a timely manner.
      Notwithstanding Section
      13.3,
      Supplier acknowledges and agrees that the 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. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 Agreement to be executed by their
      respective duly authorized representatives as of the Effective
      Date.

     

    Hercules
      Incorporated                         Genpact
      International SARL 

     

    

      
        	
                 

                By:

              	
                 

                /s/
                  Craig A. Rogerson

              	
                 

                By:

              	
                 

                /s/
                  V. N. Tyagarajan

              
	
                 

                Title:

              	
                 

                President
                  & CEO

              	
                 

                Title:

              	
                 

                Executive
                  Vice President

              
	
                 

                Date:

              	
                 

                January
                  16, 2007

              	
                 

                Date:

              	
                 

                January
                  15, 2007

              


      

    

    
      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.

        
        

      

    



    
      	
              1

            	
              Introduction

            	
              1

            


    

    1.1Performance
      and Management by Supplier1

     

    1.2Definitions1

     

    1.3Other
      Terms1

     

    
      	
              2

            	
              CONTRACT
                DOCUMENTS

            	
              2

            


    

    2.1Associated
      Contract Documents2

     

    
      	
              3

            	
              TERM

            	
              3

            


    

    3.1Initial
      Term3

     

    3.2Extension3

     

    
      	
              4

            	
              SERVICES

            	
              3

            


    

    4.1Overview3

     

    4.2Transition
      Services4

     

    4.3Termination
      Assistance Services6

     

    4.4New
      Services11

     

    4.5Billable
      Projects12

     

    4.6Right
      to
      In-Source or Use Third Parties; Cooperation12

     

    4.7Companion
      Agreements14

     

    4.8Guaranty14

     

    
      	
              5

            	
              REQUIRED
                CONSENTS

            	
              14

            


    

    5.1Supplier
      Responsibility.14

     

    5.2Financial
      Responsibility15

     

    5.3Contingent
      Arrangements15

     

    5.4Termination15

     

    
      	
              6

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

            	
              15

            


    

    6.1Service
      Facilities.15

     

    6.2Hercules
      Facilities.16

     

    6.3Supplier
      Facilities18

     

    6.4Software,
      Equipment and Third Party Contracts18

     

    6.5Notice
      of
      Defaults21

     

    
      	
              7

            	
              SERVICE
                LEVELS

            	
              21

            


    

    7.1General21

     

    7.2Service
      Level Credits; Deliverable Credits.22

     

    7.3Problem
      Analysis22

     

    7.4Continuous
      Improvement Reviews.22

     

    7.5Measurement
      and Monitoring23

     

    7.6Satisfaction
      Surveys.23

     

    7.7Notice
      of
      Adverse Impact24

     

    
      	
              8

            	
              PROJECT
                PERSONNEL

            	
              24

            


    

    8.1Key
      Supplier Personnel24

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    8.2Supplier
      Account Manager.25

     

    8.3Supplier
      Personnel Are Not Hercules Employees25

     

    8.4Replacement,
      Qualifications, and Retention of Supplier Personnel25

     

    8.5Staffing
      Plan: Restrictions on Changes in Supplier Staffing/Facilities26

     

    8.6Conduct
      of Supplier Personnel27

     

    8.7Substance
      Abuse27

     

    8.8EC
      Acquired Rights Directive27

     

    
      	
              9

            	
              SUPPLIER
                RESPONSIBILITIES

            	
              28

            


    

    9.1Policy
      and Procedures Manual28

     

    9.2Reports29

     

    9.3Governance
      Model; Meetings30

     

    9.4Quality
      Assurance and Internal Controls30

     

    9.5Processes,
      Procedures, Architecture, Standards and Planning32

     

    9.6Change
      Control33

     

    9.7Software
      Currency.34

     

    9.8Maintenance35

     

    9.9Efficiency
      and Cost Effectiveness.36

     

    9.10Malicious
      Code36

     

    9.11Access
      to
      Specialized Supplier Skills and Resources36

     

    9.12Audit
      Rights.37

     

    9.13Subcontractors.40

     

    9.14Technology
      and Business Process Evolution41

     

    9.15Network
      Configuration Data43

     

    
      	
              10

            	
              Hercules
                Responsibilities

            	
              43

            


    

    10.1Responsibilities43

     

    10.2Savings
      Clause43

     

    
      	
              11

            	
              CHARGES

            	
              44

            


    

    11.1General.44

     

    11.2Pass-Through
      Expenses45

     

    11.3Reserved46

     

    11.4Taxes46

     

    11.5Extraordinary
      Events48

     

    11.6Reserved49

     

    11.7Refundable
      Items49

     

    11.8Hercules
      Benchmarking Reviews49

     

    
      	
              12

            	
              INVOICING
                AND PAYMENT

            	
              50

            


    

    12.1Invoicing50

     

    12.2Payment
      Due.51

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    12.3Reserved.51

     

    12.4Disputed
      Charges51

     

    
      	
              13

            	
              Hercules
                DATA AND OTHER CONFIDENTIAL INFORMATION

            	
              52

            


    

    13.1Confidential
      Information52

     

    13.2Hercules
      Data55

     

    13.3Personal
      Data56

     

    13.4File
      Access.58

     

    13.5Hercules
      Data -- Correction and Restoration58

     

    13.6Survival59

     

    
      	
              14

            	
              OWNERSHIP
                OF MATERIALS

            	
              59

            


    

    14.1Hercules
      Owned Materials59

     

    14.2Developed
      Materials60

     

    14.3Supplier
      Owned Materials61

     

    14.4Other
      Materials62

     

    14.5General
      Rights62

     

    14.6Hercules
      Rights Upon Expiration or Termination of Agreement63

     

    
      	
              15

            	
              REPRESENTATIONS,
                WARRANTIES and covenants

            	
              66

            


    

    15.1Work
      Standards66

     

    15.2Software66

     

    15.3Non-Infringement67

     

    15.4Authorization67

     

    15.5Inducements;
      Hercules Business Practices Policy68

     

    15.6Disabling
      Code68

     

    15.7Compliance
      with Laws.68

     

    15.8Interoperability;
      Currency70

     

    15.9Disclaimer71

     

    
      	
              16

            	
              INSURANCE
                AND RISK OF LOSS

            	
              71

            


    

    16.1Insurance.71

     

    16.2Risk
      of
      Loss.72

     

    
      	
              17

            	
              INDEMNITIES

            	
              73

            


    

    17.1Indemnity
      by Supplier73

     

    17.2Indemnity
      by Hercules74

     

    17.3Additional
      Indemnities74

     

    17.4Infringement75

     

    17.5Indemnification
      Procedures75

     

    17.6Indemnification
      Procedures - Governmental Claims76

     

    17.7Subrogation76

     

    
      	
              18

            	
              LIABILITY

            	
              76

            


    

    18.1General
      Intent76

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    18.2Force
      Majeure76

     

    18.3Limitation
      of Liability78

     

    
      	
              19

            	
              DISPUTE
                RESOLUTION

            	
              80

            


    

    19.1Informal
      Dispute Resolution80

     

    19.2Arbitration81

     

    19.3Jurisdiction82

     

    19.4Continued
      Performance82

     

    19.5Governing
      Law82

     

    
      	
              20

            	
              TERMINATION

            	
              82

            


    

    20.1Termination
      for Cause82

     

    20.2Termination
      for Convenience83

     

    20.3Termination
      Upon Supplier Change of Control83

     

    20.4Termination
      Upon Hercules Acquisition or Merger84

     

    20.5Termination
      for Insolvency84

     

    20.6Hercules
      Rights Upon Supplier’s Bankruptcy84

     

    20.7Termination
      for Supplier Degraded Financial Condition85

     

    
      	
              21

            	
              GENERAL

            	
              85

            


    

    21.1Binding
      Nature, Assignment85

     

    21.2Entire
      Agreement; Amendment86

     

    21.3Notices86

     

    21.4Counterparts88

     

    21.5Headings88

     

    21.6Relationship
      of Parties88

     

    21.7Severability88

     

    21.8Consents
      and Approval89

     

    21.9Waiver
      of
      Default; Cumulative Remedies89

     

    21.10Survival89

     

    21.11Publicity89

     

    21.12Service
      Marks89

     

    21.13Third
      Party Beneficiaries89

     

    21.14Covenant
      Against Pledging90

     

    21.15Order
      of
      Precedence90

     

    21.16Hiring
      of
      Employees90

     

    21.17Further
      Assurances90

     

    21.18Liens90

     

    21.19Covenant
      of Good Faith90

     

    21.20Acknowledgment91

     

    21.21References91

     




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. 

     

    
      	
              (1)

            	
              “Acceptance”
                means the determination, in Hercules’ reasonable discretion, following
                implementation, installation, testing and execution in the production
                environment for a mutually agreed upon number of business cycles
                (of not
                less than one (1) cycle) that Software, Equipment, Systems and/or
                other
                contract deliverables are in Compliance in all material respects
                with the
                Specifications. Notwithstanding the foregoing, if (i) Hercules fails
                to
                provide Supplier notice of non-Acceptance within thirty (30) days
                following the completion of the agreed upon number of business cycles,
                (ii) Supplier notifies Hercules of such failure to provide written
                notice
                of non-Acceptance as described above, and (iii) Hercules thereafter
                fails
                to provide notice of non-Acceptance within five (5) days of such
                notice
                describing Hercules’ failure, then Acceptance shall be deemed to occur
                with respect to that Software, Equipment, Systems and/or other contract
                deliverables.

            


    

     

    
      	
              (2)

            	
              “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 as further described in Schedule
                J.
                

            


    

     

    
      	
              (3)

            	
              “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.

            


    

     

    
      	
              (4)

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

            


    

     

    
      	
              (5)

            	
              “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.

            


    

     

    
      	
              (6)

            	
              “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 Attachment
                E.9A
                to
                Schedule
                E
                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.

      

    


    
      	
              (7)

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

            


    

     

    
      	
              (8)

            	
              “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) (i) mutually agreed upon by the Parties to receive
                or
                use the Systems or Services provided by Supplier, (ii) designated
                by
                Hercules or an Eligible Recipient to receive or use the Systems or
                Services provided by Supplier during the Transition Period, or (iii)
                that
                have master records in the applicable Systems or Applications (e.g.,
                the
                SAP Application). 

            


    

     

    
      	
              (9)

            	
              “Baseline
                Project FTEs”
                has the meaning given in Section
                4.5(a)
                of
                the Agreement.

            


    

     

    
      	
              (10)

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

            


    

     

    
      	
              (11)

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

            


    

     

    
      	
              (12)

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

            


    

     

    
      	
              (13)

            	
              “BPO/ADM”
                has the meaning given in Section
                1.1
                of
                the Agreement.

            


    

     

    
      	
              (14)

            	
              “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.

            


    

     

    
      	
              (15)

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

            


    

     

    
      	
              (16)

            	
              “Commencement
                Date”
                means April 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.


            


    

     

    
      	
              (17)

            	
              “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.
                

            


    

     

    
      	
              (18)

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

            


    

     

    
      	
              (19)

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

            


    

     

    
      	
              (20)

            	
              “Contract
                Year”
                means, for the first Contract Year, a period commencing on the
                Commencement Date and ending on December 31, 2006 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. 

            


    

     

    
      	
              (21)

            	
              “Control”
                and its derivatives means: (a) the legal, beneficial, or equitable
                ownership, directly or indirectly, of (i) at least forty-five percent
                (45%) of the aggregate of all voting equity interests in an Entity,
                or
                (ii) equity interests having the right to at least forty-five percent
                (45%) of the profits

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    of
      an
      Entity or, in the event of dissolution, to at least forty-five percent (45%)
      of
      the assets of an Entity; or (b) in the case of a partnership, the holding by
      an
      Entity (or one of its Affiliates) of the position of sole general
      partner.

     

    
      	
              (22)

            	
              “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.
                Critical Deliverables are not Critical Service
                Levels.

            


    

     

    
      	
              (23)

            	
              “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.

            


    

     

    
      	
              (24)

            	
              “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 as set forth in Schedules
                G
                and H
                or
                otherwise agreed by the Parties.

            


    

     

    
      	
              (25)

            	
              “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.
                

            


    

     

    
      	
              (26)

            	
              “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. 

            


    

     

    
      	
              (27)

            	
              “Direct
                Hercules Competitor”
                means the Entities identified in Schedule
                P.1
                as
                such list of Entities may be modified by Hercules from time to
                time.

            


    

     

    
      	
              (28)

            	
              “Direct
                Supplier Competitor”
                means the Entities identified in Schedule
                P.2.

            


    

     

    
      	
              (29)

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

            


    

     

    
      	
              (30)

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

            


    

     

    
      	
              (31)

            	
              “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;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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)

            	
              Intentionally
                blank; 

            


    

     

    
      	 	
              (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)

            	
              Intentionally
                blank;

            


    

     

    
      	 	
              (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.


            


    

     

    
      	
              (32)

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

            


    

     

    
      	
              (33)

            	
              “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.
                

            


    

     

    
      	
              (34)

            	
              “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.

            


    

     

    
      	
              (35)

            	
              “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 three
                (3) or
                more months in any rolling twelve (12) month
                period.

            


    

     

    
      	
              (36)

            	
              “Extraordinary
                Event”
                has the meaning given in Section
                11.6(a) 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.

      

    


    
      	
              (37)

            	
               “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 1840 hours
                as
                described above per Contract Year for Services other than ADM Services
                and
                at least. 2080 hours per Contract Year for ADM Services. Without
                Hercules’
                prior written approval, one (1) dedicated individual’s total work effort
                cannot amount to more than one FTE.

            


    

     

    
      	
              (38)

            	
              “Functional
                Service Area”
                means each of the substantive areas defined in Schedule
                E
                in
                which Supplier shall provide Services (e.g., Global Procurement,
                Material
                Master, Accounts Payable, Order to Invoice, Invoice to Cash, General
                Accounting, Business Analysis, Applications Development and Maintenance).
                

            


    

     

    
      	
              (39)

            	
              “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.

            


    

     

    
      	
              (40)

            	
              “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.

            


    

     

    
      	
              (41)

            	
              “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 provide the Services.

            


    

     

    
      	
              (42)

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

            


    

     

    
      	
              (43)

            	
              “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.

            


    

     

    
      	
              (44)

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

            


    

     

    
      	
              (45)

            	
              “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.

            


    

     

    
      	
              (46)

            	
              “Hercules
                Provided Equipment”
                means the Equipment provided pursuant to Schedule
                O.3.
                

            


    

     

    
      	
              (47)

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

            


    

     

    
      	
              (48)

            	
              “Hercules
                Rules”
                has the meaning given in Section
                6.2(d)
                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.

      

    


    
      	
              (49)

            	
              “Hercules
                Service Taxes”
                has the meaning given in Section
                11.4(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 set forth in Attachment
                G.1 for
                which no Service Level Credit is payable, but which are meaningful
                to
                Hercules’ business.

            


    

     

    
      	
              (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,
                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.
                

            


    

     

    
      	
              (56)

            	
               “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).

            


    

     

    
      	
              (57)

            	
              “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.

            


    

     

    
      	
              (58)

            	
              “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, including time bombs, viruses, software locks,
                drop
                dead devices, malicious logic, worms, Trojan horses, defector trap
                doors,
                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.

            


    

     

    
      	
              (59)

            	
              “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.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	
              (60)

            	
              “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. 

            


    

     

    
      	
              (61)

            	
              “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.

            


    

     

    
      	
              (62)

            	
              “Minimum
                Service Level(s)”
                means the minimum level of performance set forth in Attachment
                G.1.

            


    

     

    
      	
              (63)

            	
              “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.”
                

            


    

     

    
      	
              (64)

            	
              “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.
                

            


    

     

    
      	
              (65)

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

            


    

     

    
      	
              (66)

            	
              “Monthly
                Invoice”
                has the meaning given in Section
                12.1
                of
                the Agreement.

            


    

     

    
      	
              (67)

            	
              “New
                Services”
                means new services that are materially different than the existing
                Services or non-trivial changes to the existing Services that, in
                each
                case, (i) are requested by Hercules, mandated by applicable Law,
                or
                required by  changes to Hercules policies, procedures or
                technology infrastructure, and (ii) require materially different
                levels of
                effort, resources or expense from Supplier for which there is no
                current
                Resource Baseline or charging methodology.


            


    

     

    
      	
              (68)

            	
              “Notice
                of Election”
                has the meaning given in Section
                17.5(a)
                of
                the Agreement.

            


    

     

    
      	
              (69)

            	
              “Notice
                of Dispute”
                has the meaning given in Section
                19.2(c)
                of
                the Agreement.

            


    

     

    
      	
              (70)

            	
              “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.

            


    

     

    
      	
              (71)

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

            


    

     

    
      	
              (72)

            	
              “Pass-Through
                Expenses”
                means the expenses, if any, listed in Schedule
                J,
                as such list may be amended by the Parties 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.

      

    


    
      	
              (73)

            	
              “Performance
                Category”
                means a grouping of Service Levels as set forth in Attachment
                G.1.
                Critical Deliverables do not constitute a Performance
                Category.

            


    

     

    
      	
              (74)

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

            


    

     

    
      	
              (75)

            	
              “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 as set forth in Schedule
                G.

            


    

     

    
      	
              (76)

            	
              “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 Sections
                9.16
                and 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.

            


    

     

    
      	
              (77)

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

            


    

     

    
      	
              (78)

            	
              “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.

            


    

     

    
      	
              (79)

            	
              “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 as further described
                in
                Schedule
                J.
                

            


    

     

    
      	
              (80)

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

            


    

     

    
      	
              (81)

            	
              “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.

            


    

     

    
      	
              (82)

            	
              “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.
                

            


    

     

    
      	
              (83)

            	
              “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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      applicable Resource Baseline for purposes of calculating Additional Resource
      Charges and Reduced Resource Credits as described in Schedule
      J.
      

     

    
      	
              (84)

            	
              “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 that is not Supplier equipment
                or
                software.

            


    

     

    
      	
              (85)

            	
              “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 reasonably requested by Hercules.


            


    

     

    
      	
              (86)

            	
              “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%).

            


    

     

    
      	
              (87)

            	
              “Service
                Level Credits”
                has the meaning given in Section
                7.2
                of
                the Agreement and Schedule
                G.

            


    

     

    
      	
              (88)

            	
              “Service
                Level Default”
                means a Minimum Service Level Default or an Expected Service Level
                Default.

            


    

     

    
      	
              (89)

            	
              “Service
                Level(s)”
                means, individually and collectively, the quantitative performance
                standards for the Services set forth in Schedule
                G.

            


    

     

    
      	
              (90)

            	
              “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 Income
                Taxes.

            


    

     

    
      	
              (91)

            	
              “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; (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.

            


    

     

    
      	
              (92)

            	
              “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 set forth in Attachment
                E.9A,
                and Systems Software.

            


    

     

    
      	
              (93)

            	
              “Specialized
                Services”
                has the meaning given in Section
                9.11
                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.

      

    


    
      	
              (94)

            	
              “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 applicable third party vendor documentation made available to
                Supplier,
                in a New Services or Project description requested and/or approved
                by
                Hercules, or otherwise agreed upon in writing by the Parties. The
                Parties
                acknowledge and agree that such third party vendor documentation
                does not
                include marketing and sales materials, unless the applicable third
                party
                vendor provides a warranty with respect to such marketing and sales
                materials.

            


    

     

    
      	
              (95)

            	
              “Staffing
                Plan”
                has the meaning given in Section
                8.5(a)
                of
                the Agreement.

            


    

     

    
      	
              (96)

            	
              “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. 

            


    

     

    
      	
              (97)

            	
              “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,
                each of which has been approved by Hercules to the extent such approval
                is
                required and described thereon. Schedule
                D.1
                may be amended during the Term in accordance with Section
                9.13.

            


    

     

    
      	
              (98)

            	
              “Supplier
                Account Manager”
                has the meaning given in Section
                8.2
                of
                the Agreement.

            


    

     

    
      	
              (99)

            	
              “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.

            


    

     

    
      	
              (100)

            	
              “Supplier
                Laws”
                has the meaning given in Section
                15.7(e)
                of
                the Agreement.

            


    

     

    
      	
              (101)

            	
              “Supplier
                Owned Materials”
                has the meaning given in Section
                14.3(a)
                of
                the Agreement.

            


    

     

    
      	
              (102)

            	
              “Supplier
                Owned Software”
                means any Software owned by Supplier and used to provide the
                Services.

            


    

     

    
      	
              (103)

            	
              “Supplier
                Personnel”
                means those employees, representatives, contractors, subcontractors
                and
                agents of Supplier, Subcontractors and Supplier Affiliates who perform
                any
                Services under this Agreement. 

            


    

     

    
      	
              (104)

            	
              “Supplier
                Service Taxes”
                has the meaning given in Section
                11.4(e)
                of
                the Agreement.

            


    

     

    
      	
              (105)

            	
              “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 Schedules
                E
                or
                J.1.
                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.

      

    


    
      	
              (106)

            	
              “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 Attachment
                E.9A
                to
                Schedule E,
                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.

            


    

     

    
      	
              (107)

            	
              “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.

            


    

     

    
      	
              (108)

            	
              “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 business process
                products
                and services in line with the best 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 the finance, accounting, customer
                service and related 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 current industry standards. 

            


    

     

    
      	
              (109)

            	
              “Technology
                and Business Process Plan”
                has the meaning given in Section
                9.5(d)
                of
                the Agreement.

            


    

     

    
      	
              (110)

            	
              “Term”
                has the meaning given in Article
                3.

            


    

     

    
      	
              (111)

            	
              “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 described in Section
                4.3
                and Schedule
                I.

            


    

     

    
      	
              (112)

            	
              “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.

      

    


    
      	
              (113)

            	
              “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, 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.

            


    

     

    
      	
              (114)

            	
              “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.

            


    

     

    
      	
              (115)

            	
              “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 Attachment
                E.9A,
                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.

            


    

     

    
      	
              (116)

            	
              “Transition
                Milestone”
                has the meaning given in Section
                4.2(b)
                of
                the Agreement.

            


    

     

    
      	
              (117)

            	
              “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 extended
                in accordance with Section
                4.2
                of
                the Agreement.

            


    

     

    
      	
              (118)

            	
              “Transition
                Plan”
                means the outline set forth in Schedule
                H
                and the detailed plan developed pursuant to Section
                4.2
                of
                the Agreement.

            


    

     

    
      	
              (119)

            	
              “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.

            


    

     

    
      	
              (120)

            	
              “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.

            


    

     

    
      	
              (121)

            	
              “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
      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, Key Supplier Personnel shall hold the following positions and the
      Key
      Supplier Personnel listed for each such position are approved as of the
      Effective Date. 

     

    
      	
              Position

            	
              Key
                Supplier Personnel

            	
              Committed
                Period

            	
              Location

            
	
              Relationship
                Manager

            	
              William
                K Childress

            	
              2
                years* 

            	
              USA

            
	
              Supplier
                Account Manager / Operations Leader

            	
              Subrata
                Mukherjee

            	
              2
                years

            	
              India

            
	
              Service
                Delivery Leader

            	
              Jorge
                Lopez 

            	
              2
                years

            	
              Mexico

            
	
              Service
                Delivery Leader

            	
              Andrei
                Romanescu

            	
              2
                years

            	
              Europe
                

            
	
              Applications
                Development and Maintenance (including production support) On-Site
                Project
                Manager

            	
              Karthikeyan
                Natarajan (subject to final Hercules approval)

            	
              2
                years

            	
              USA

            
	
              Applications
                Development and Maintenance (including production support) Offshore
                Project Manager 

            	
              TBD

            	
              2
                years

            	
              India

            
	
              Transition
                Leader

            	
              Satish
                Mokkapati

            	
              For
                applicable Transition Period

            	
              India

            
	
              Transition
                Leader

            	
              Laura
                Trevizo

            	
              For
                applicable Transition Period

            	
              Mexico

            
	
              Transition
                Leader

            	
              Nico
                Verhelst

            	
              For
                applicable Transition Period

            	
              Europe

            
	
              ADM
                Transition Leader

            	
              TBD
                (may be the same as the ADM on-site project manager)

            	
              For
                applicable Transition Period

            	
              USA

            


    

    *
      Notwithstanding anything to the contrary in Section
      8.1
      of the
      Agreement, the Relationship Manager shall not be obligated to provide full
      time
      and effort to 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.

      

    


    


     

    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.

     

    The
      following positions are subject to the restrictions described in Section
      8.4(d):

     

    
      	
              Position

            
	
              All
                positions relating to Key Supplier Personnel (other than the Relationship
                Manager, Bill Childress as of the Effective Date)

            
	
              Supplier
                Personnel performing business analytical Services, unless otherwise
                mutually agreed 

            
	
              Other
                Supplier Personnel as mutually agreed

               

            


    

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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

     

     

    


     

     

    


     

     

    


     

    


    


    



    
      
        
          
            	 	
                    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.

        
          


        

      

    



    SCHEDULE
      D

    


    SUBCONTRACTORS

    


     

    This
      is
Schedule
      D
      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

            	
              Audit
                Rights Per 

              Section
                9.10

            	
              Assignment
                Rights Per 

              Section
                6.4(c) 

            	
              Post
                Termination Rights Per Section 4.3(b)(2)(ii)

            
	
              Runway
                International

            	
              Service
                Center

            	
              Runway
                provides high quality outsourced multi-lingual services (with a specific
                focus on Nordic languages: Swedish, Finnish). The scope of activities
                include IT Helpdesk, Order Management and Customer
                Service.

            	
              Yes

            	
              No

            	
              No

            
	
              Xerox
                Global Services, Docuguard, Iron Mountain

            	
              Scanning,
                Imaging, Archiving and Printing services

            	
              Scanning,
                Imaging, Archiving and Printing services of documents in
                Europe.

            	
              No

            	
              No

            	
              No

            
	
              Bharti,
                BSNL, Reliance, TATA teleservices, VSNL

              AT&T,
                BT Global services, C&W, Energies, MCI , Sprint, Telstra,
                VSNL

            	
              Telecommunications,
                Datalines, etc

            	
              Electronic
                telecommunications and data transfer

            	
              No
                

            	
              No

            	
              No

            
	
              Apara,
                CMS, Data craft, E&Y, Gartner, GTL, HP , KPMG, MIEL e Security, Price
                Waterhouse Coopers, Wipro

            	
              Various
                consulting and maintenance requirements

            	
              Training
                of Supplier Personnel,

              Supplier
                internal information technology, maintenance, consulting and business
                process support.

              For
                the avoidance of doubt, these Subcontractors are not approved hereunder
                for providing Supplier Personnel that are FTE Resource
                Units.

            	
              No

            	
              No

            	
              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.

      

    


    


    


     

    


     

    


     

    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, and if not defined therein,
      their
      meaning in the information technology and business process industries or the
      SAP
      Software and related process, as applicable.

    


    I. General

    


    Supplier
      shall provide to Hercules the quantity of Supplier Personnel as set forth in
      Schedules
      J
      and
M
      and as
      otherwise required under the Agreement or requested by Hercules. Such Supplier
      Personnel shall have the skills and experiences (the “Profiles”)
      described below in Section
      II
      to this
Schedule
      E
      and be
      qualified to perform the services, functions and responsibilities described
      in
Schedules
      E.1 through E.12,
      as well
      as any additional services, functions and responsibilities that Supplier is
      obligated to perform under the Agreement. Supplier shall perform such 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 indicative of 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
                information technology infrastructure Services. The foregoing includes
                using Hercules’ Remedy System and related tools and infrastructure,
                including the help desk. 

            


    

    


    
      	 	
              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
      Profiles

    


    Supplier
      shall provide FTE Supplier Personnel with the following minimum Profiles for
      the
      applicable Services. The Profiles below shall be revised and refined during
      the
      Transition Period based on Hercules’ requirements and Supplier shall seek to
      provide Supplier Personnel meeting

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      requirements using commercially reasonable efforts and by prioritizing the
      Hercules account. From time-to-time thereafter, the Parties may mutually agree
      to revise and refine such Profiles based on Hercules’ then-current
      requirements.

     

    


     

    References
      in the Profiles to experience mean relevant experience. References to a
“Commerce” degree or background mean a business, finance or accounting degree or
      background.

     

    


     

    Before
      assigning any proposed Supplier Personnel to perform the Services, whether
      as an
      initial assignment or a subsequent assignment, Supplier shall (i) verify that
      such Supplier Personnel meets the requirements of the Profile, (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.
      

     

    


     

    If
      Hercules in good faith objects to any proposed assignment or the proposed
      individual does not meet the applicable Profile, 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 Profile in accordance with the
      Agreement. 

     

    


     

     

    1. Global
      Procurement

     

    


    
      	
               

               

               

              Skill
                Set/Qualifications

            	
              Purchasing
                Indirect

              (Non
                Repetitive)

            	
              Purchase
                Data Maintenance and Material Master Maintenance

              (SAP)

            
	
              Basic
                college degree in Engineering / Science / Commerce

            	
              Basic
                college degree or equivalent

            
	
              Good
                reading / writing capabilities: English, Spanish, Italian, French,
                German,
                Swedish, Finnish throughout the team (alternatively, ability to use
                translation tools or support from other labor pools)

            	 
	
              Good
                spoken/verbal communication skills - English

            	
              Good
                spoken/verbal communication skills - English

            
	
              Experience
                - 0 to 3 years in commerce or engineering

               

              At
                least 1 or 2 Supplier Personnel will have practical
                experience.

            	
              Experience
                - 0 to 3 years 

               

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.

    

     

    Supervisor-
      

    


    
      	 	
              o

            	
              Graduate/
                post graduate degree

            


    

    
      	 	
              o

            	
              Strong
                leadership and team handling skills

            


    

    
      	 	
              o

            	
              Relevant
                purchase-to-pay team lead
                experience

            


    

    
      	 	
              o

            	
              Good
                understanding of the business and an analytical
                background

            


    

    


     

    2. Accounts
      Payable

     

    


    
      	
               

               

              Skill
                Set/Qualifications

            	
              Accounts
                Payable

            
	
              Basic
                college degree with Commerce/Non-commerce background

            
	
              Good
                reading / write capability: English, Spanish, Italian, French, German,
                Swedish, Finnish throughout the team (alternatively, ability to use
                translation tools or support from other labor pools)

            
	
              Good
                spoken/verbal communication skills - English

            
	
              Experience
                - 0 to 2 years

               

              At
                least 1 or 2 Supplier Personnel will have practical
                experience.

            


    

    Supervisor-
      

    


    
      	 	
              o

            	
              Graduate/
                post graduate commerce degree

            


    

    
      	 	
              o

            	
              Strong
                leadership and team handling skills

            


    

    
      	 	
              o

            	
              Relevant
                accounts payable and/or invoice-to-pay team leader experience and
                transaction processing experience 

            


    

    
      	 	
              o

            	
              Good
                understanding of the business and an analytical
                background

            


    

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. Order
      To
      Invoice 

    
      	
               

               

              Skill
                Set/Qualifications

            	
              Customer
                Service Representative

            
	
              High
                school diploma; actively pursuing a college degree,
                desired

            
	
              2
                or more years of experience in a traditional customer service environment
                or related service situation 

            
	
              SAP
                or equivalent application experience

            
	
              Other
                attributes:

              · Customer
                focused

              · Action
                oriented

              · Ability
                to make timely decisions

              · Ability
                to learn on the fly

              · Excellent
                interpersonal skills

              · Effective
                listening skills

              · Demonstrated
                technical learning

              · SAP
                knowledge - sales order to invoice

              · Personal
                computer skills, including skills with Excel, Word and Lotus
                Notes

            
	
              Language
                skills - English and others as
                applicable

            


    

    


    
      	
               

               

              Skill
                Set/Qualifications

            	
              Business
                Support / Internal Sales

            
	
              Commercial
                or technical education; bachelors degree, preferred

            
	
              5
                or more years of experience in sales or customer
                service

            
	
              Other
                attributes and skills:

              · SAP
                or other ERP knowledge, desirable

              · Lotus
                Notes (or other email) and MS Office knowledge (basic Excel
                skills)

              · Team
                player

              · Communication
                

              · Initiative
                

              · Attention
                to detail 

              · Business
                acumen 

              · Action
                oriented 

              · Customer
                focus 

              · Negotiation
                skills

            
	
              Knowledgeable
                in English (spoken, verbal, writing skills); second international
                language
                as described below, subject to Hercules
                requirements

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.

    

    
 

    
      	
               

               

              Skill
                Set/Qualifications

            	
              Supervisor

            
	
              • B.S.
                or B.A. degree (technical degree, preferred)

            
	
              · 
                5
                or more years of experience in business management, supply chain,
                sales,
                and/or related fields 

              · Background
                in sales, business management, and/or supply chain,
                preferred.

              · Proven
                leadership skills and the willingness to work in a changing environment
                with flexibility and adaptability

            
	
              • Computer
                literate, preferably familiar with SAP

            
	
              Other
                attributes:

              · Customer
                focused

              · Action
                oriented

              · Experience
                directing others

              · Command
                skills

              · Negotiating
                skills

              · Good
                ethics and values; integrity and trust

              · Excellent
                communication skills; Informing 

              · Conflict
                management

              · Ability
                to build effective teams

              · Caring
                about direct reports

              · Developing
                direct reports

              · Organizational
                agility

            


    

     

     

    
      	 	
              Language
                Skills

            
	
              PTV
                Europe

            	
              Dutch,
                French, English, Swedish, Finnish, German, Spanish, Portuguese,
                Italian

            
	
              Aqualon
                Europe

            	
              Dutch,
                French, English, German, Spanish, Turkish, Italian,
                Russian

            


    

     

    4. Invoice
      To Cash (North America)

     

    
      	
               

               

               

              Skill
                Set/Qualifications

            	
              Accounts
                Receivables

            	
              Credit
                & Collections

            
	
              Basic
                college degree

            	
              Basic
                college degree

            
	
              Good
                communication skills - verbal and written

            	
              Good
                communication skills - verbal and written

            
	
              Good
                spoken/verbal communication skills - English

            	
              Good
                spoken/verbal communication skills - English 

            
	
              Experience
                - 0 to 3 years

            	
              Experience
                - 0 to 3 years

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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
      shall also provide supervisors and managers with the following qualifications
      -


    


    Supervisor
      - 

    
      	 	
              o

            	
              Graduate/
                Post Graduate degree

            


    

    
      	 	
              o

            	
              2-3
                years of team handling experience

            


    

    
      	 	
              o

            	
              Good
                understanding of the business and an analytical bent of
                mind

            


    

    


    Manager
      -


    
      	 	
              o

            	
              Graduate/
                Post Graduate degree

            


    

    
      	 	
              o

            	
              Strong
                leadership and team handling skills

            


    

    
      	 	
              o

            	
              Ability
                to lead and execute projects

            


    

    
      	 	
              o

            	
              4-5
                years of relevant experience in handling accounts receivable or financial
                portfolios

            


    

     

    5. Invoice
      To Cash
      (Europe)

     

    


    
      	
               

               

               

              Skill
                Set/Qualifications

            	
              Accounts
                Receivables

            	
              Credit
                & Collections

            
	
              Basic
                college degree

            	
              Basic
                college degree

            
	
              Good
                communication skills

            	
              Good
                communication skills - verbal/written

            
	
              Language
                (spoken/verbal) - English

            	
              Language
                (spoken/verbal) - English / French / Italian/ Spanish/ German/
                Dutch

            
	
              Experience
                - 0 to 3 years

            	
              Experience
                - 0 to 3 years

            


    

    


    Supervisor
      - 

    
      	 	
              o

            	
              Graduate/
                post graduate degree

            


    

    
      	 	
              o

            	
              2-3
                years of team handling experience 

            


    

    
      	 	
              o

            	
              Good
                understanding of the business and an analytical bent of
                mind

            


    

    


    Manager
      -


    
      	 	
              o

            	
              Graduate/
                post graduate degree

            


    

    
      	 	
              o

            	
              Strong
                leadership and team handling skills

            


    

    
      	 	
              o

            	
              Ability
                to lead and execute projects

            


    

    
      	 	
              o

            	
              4-5
                years of relevant experience in handling accounts receivable or financial
                portfolios

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. General
      Account (Record to Report) 

     

    


    
      	
               

               

              Skill
                Set/Qualifications

            	
              Record
                to Report

            
	
              Basic
                college degree with Commerce background

            
	
              Good
                communication skills -verbal/written

            
	
              Language
                - English

            
	
              · Experience
                - 2 to 3 years

              · Familiarity
                with SAP (preferred, other ERP application experience may also be
                acceptable), MS Office, and reporting

              · Hyperion
                or Unison experience, desirable

            


    

    


    Supplier
      shall also provide one manager who is common to the business analysis and record
      to report Services. This individual shall be a qualified accountant with 3-4
      years of relevant work experience and report into the Service delivery leader
      for all finance and accounting related processes. This manager would be
      responsible for doing the initial review at Supplier and providing regular
      updates and dashboard calls with Hercules.

    


    Manager:
      

    
      	 	
              o

            	
              Graduate/
                post graduate degree with commerce
                background

            


    

    
      	 	
              o

            	
              Strong
                leadership and team handling skills

            


    

    
      	 	
              o

            	
              Ability
                to lead and execute projects.

            


    

    
      	 	
              o

            	
              4-5
                years of relevant experience 

            


    

     

    7. Global
      Business Analysis 

     

    


    
      	
               

               

              Skill
                Set/Qualifications

            	
              Global
                Business Analysis

            
	
              Basic
                College Degree with Commerce background

            
	
              Good
                communication skills -verbal/written

            
	
              Language
                - English

            
	
              · Experience
                - 3 to 5 years

              · Familiarity
                with SAP (preferred, other ERP application experience may also be
                acceptable), MS Office, and reporting

              · Hyperion
                or Unison experience, desirable

            


    

    


     

    9.
      Other

    


    Other
      Profiles are set forth in the applicable Statement of Work.

    


    III. Other
      Requirements and 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.

      

    


    The
      ratios of Supplier Personnel shall be no less advantageous to Hercules than
      the
      following: (i) 1:15 supervisors to associates, and (ii) 1:60 operations leaders
      to associates, except for Services performed in Europe where five (5) team
      leaders shall exist per 56 FTEs. 

    


     

    Supplier
      shall also provide at no Charge: (i) one (1) dedicated full time operation
      leader in India (whereas in Romania and Mexico the operation leaders shall
      be
      shared), (ii) supervisors and operations leaders (at the ratios described
      above), and (iii) two (2) FTE man-months of high analytics support Services
      per
      Contract Year as requested by Hercules. The Parties acknowledge and agree that
      such FTEs 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.

      

    


     

    


    


    


    


    


    


    


    


    HERCULES

    


    Schedule
      E.1

    


    Global
      Procurement

    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


     TABLE
      OF CONTENTS

    


    


    1.0     INTRODUCTION                        3

    2.0     PURCHASING
      - INDIRECT (NON-REPETITIVE)        3

    3.0     PURCHASE
      MASTER DATA MAINTENANCE (SAP)    4

    5.0     PURCHASED
      MATERIAL MASTER DATA        4

    6.0     VENDOR
      MASTER DATA (see AP SOW)        5

    7.0     PROBLEM
      RESOLUTION                    5

    8.0     E-AUCTION
      þ
      REVERSE AUCTION            6

    9.0     REPORTING
      and ANALYTICAL ANALYSIS        

    10.0   OTHER
      SUPPORT                        7

    11.0   PURCHASE
      CARD                        7

    12.0   REPORTING
      AND RECORDS RETENTION

    12.1    
      Reporting

    12.2 Records
      Retention

    13.0    PERFORMANCE
      MEASUREMENT AND EFFECTIVENESS

    14.0    MONITOR
      AND COMMUNICATE SERVICE COMPLIANCE


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    1.0 INTRODUCTION

     

    This
      Schedule details certain Global Procurement services that the Supplier will
      provide as of the Commencement Date.

    2.0 PURCHASING
      - INDIRECT (NON-REPETITIVE)

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Clear
                (technical) specification of the goods or service to be
                provided.

            	
              X

            	
               

            
	
              Requested
                quantity, unit of measure and delivery date or period.

            	
              X

            	
               

            
	
              Cost
                center and cost element (general ledger account) to be charged or
                for
                capitalized projects a SAP project number and WBS element
                number.

            	
              X

            	
               

            
	
              Three
                qualified suppliers or a letter justifying a single source (to be
                send to
                responsible Hercules buyer).

            	
              X

            	
               

            
	
              Receive
                and review requisitions/requests for goods/services for completeness,
                accuracy, and policy and procedure compliance. 

            	
               

            	
              X

            
	
              Create
                SAP requisitions for all requests received outside of SAP.


            	
               

            	
              X

            
	
              Reroute
                or return incomplete requisitions/requests to the requestor for
                clarification of requirements.

            	
               

            	
              X

            
	
              Follow-up
                in obtaining appropriate spend approval per the Hercules Purchase
                Requisition Release Strategy.

            	
               

            	
              X

            
	
              Convert
                released purchase requisitions that are sourced to preferred vendors
                into
                purchase orders.

            	
               

            	
              X

            
	
              Insure
                price, taxes, freight and other applicable commercial terms relating
                to
                the order are correct and comply with Hercules policies and applicable
                supplier contract(s). 

            	
               

            	
              X

            
	
              Follow-up
                with responsible Hercules buyers to obtain appropriate purchase approval
                per Hercules PO Release Strategy.

            	
               

            	
              X

            
	
              Forward
                purchase requisitions that must be sourced to responsible
                buyer.

            	
               

            	
              X

            
	
              Issue
                authorized purchase orders to the supplier (if not via auto
                fax).

            	
               

            	
              X

            
	
              Obtain
                and maintain order acknowledgement.

            	
               

            	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    3.0 PURCHASE
      MASTER DATA MAINTENANCE (SAP)

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Source,
                negotiate and contract with suppliers for the delivery of goods and
                services that meet Hercules’ requirement. 

            	
              X

            	
               

            
	
              Agreed
                price, term and conditions will be sent to the Supplier in order
                to create
                and maintain supplier agreements in SAP.

            	
              X

            	
               

            
	
              Create
                and maintain necessary outline agreements as may be required by the
                buyer
                for raw materials, packaging and other goods and/or
                services.

            	
               

            	
              X

            
	
              Create
                and maintain info records as may be required by the buyer for third
                party
                direct shipments.

            	
               

            	
              X

            
	
              Create
                and maintain info records as may be required by the buyer for goods
                and
                services, including to stores and spares materials.

            	
               

            	
              X

            
	
              Create
                and maintain info records as may be required by responsible Hercules
                personnel for inter-company orders.

            	
               

            	
              X

            
	
              Create
                and maintain source lists as may be required by the buyer and/or
                upon
                request.

            	
               

            	
              X

            
	
              Create
                and maintain quota arrangements in SAP as appropriate.

            	
               

            	
              X

            
	
              Create
                and maintain standard text fields.

            	
               

            	
              X

            
	
              Perform
                updates to SAP purchase master data as required based on input received
                from the responsible Hercules personnel.

            	
               

            	
              X

            
	
              Review
                and update open purchase orders as may be required based on revised
                purchase master data. 

            	
               

            	
              X

            
	
              Insure
                all SAP purchase data is compliant with corresponding supplier agreements
                as approved by Hercules.

            	
               

            	
              X

            
	
              Validate
                correct and timely update of supplier agreements in SAP.

            	
               

            	
              X

            
	
              Communicate
                and confirm availability of supplier agreements in SAP to Authorized
                Users.

            	
               

            	
              X

            


    

    


    4.0 INTENTIONALLY
      BLANK.

     

    
      	
              5.0

            	
              PURCHASED
                MATERIAL MASTER DATA

            


    

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Clearly
                define the technical specification of all raw materials and finish
                products to be purchased, produced and sold by Hercules. 

            	
              X

            	
               

            
	
              Introduce
                new raw material and finish products following the new product
                introduction (“NPI”) and/or request for trail (“RFT”) and/or request for
                commercialization (“RFC”) processes.

            	
              X

            	
               

            
	
              Customer
                service and/or buyer can request via lotus notes database to extend
                an
                existing material to another plant in SAP.

            	
              X

            	
               

            
	
              Check
                that all required purchased material master record(s) for a new product
                have been set-up correctly and completely in SAP based on input received
                from the NPI process.

            	
               

            	
              X

            
	
              Submit
                necessary requests to create and/or extend materials in SAP to the
                material master group. The actual creation or extension must be done
                by
                Supplier through a separate material master group due to Hercules’
                segregation of duty requirements.

            	
               

            	
              X

            
	
              Inform
                the responsible Buyer to source a new material for a specific
                plant.

            	
               

            	
              X

            


    

    


     

    
      	
              6.0

            	
              VENDOR
                MASTER DATA (see AP SOW)

            


    

     

    Vendor
      master data tasks are performed through the Accounts Payable Statement of Work
      set forth in Schedule E.3.

    


     

    
      	
              7.0

            	
              PROBLEM
                RESOLUTION

            


    

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Investigate
                and resolve blocked invoices - i.e., quantity differences.

            	
              X

            	
               

            
	
              Manually
                release blocked invoices for payment in SAP if and when the auto
                release
                function does not work.

            	
              X

            	
               

            
	
              Investigate
                and resolve all customer and supplier related complaints that could
                involve a potential financial claim and/or legal action.

            	
              X

            	
               

            
	
              Address
                and resolve all supplier related issues that have been escalated
                by the
                Supplier.

            	
              X

            	
               

            
	
              Investigate
                and resolve blocked invoices - i.e., price differences.

            	
               

            	
              X

            
	
              Investigate
                and resolve parked invoices. 

            	
               

            	
              X

            
	
              Request
                and follow-up with suppliers regarding credit memos.

            	
               

            	
              X

            
	
              Act
                as first point of contact to address any supplier questions or issues
                raised by Accounts Payable personnel (Reminder & Queries group).
                Escalate any issues, as appropriate, to the responsible buyer for further
                resolution. 

            	
               

            	
              X

            
	
              Expedite
                late deliveries based on requests received from Authorized Users
                and/or
                delivery due report.

            	
               

            	
              X

            
	
              Follow-up
                on open supplier complaints with responsible buyer and/or supplier.
                Update
                supplier complaint database as appropriate.

            	
               

            	
              X

            
	
              Submit
                information technology security tickets as requested. All security
                approvals will remain internal to Hercules (or its IT outsourcing
                vendor).

            	
               

            	
              X

            
	
              Submit
                IT break-fix tickets as required.

            	
               

            	
              X

            


    

    


     

    
      	
              8.0

            	
              E-AUCTION
                þ
                REVERSE AUCTION

            


    

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Determine
                what goods and services are eligible for reverse auction.

            	
              X

            	
               

            
	
              Determine
                which suppliers should be invited to participate.

            	
              X

            	
               

            
	
              Clearly
                defined technical specification and requirements of the goods and
                services
                to be auctioned.

            	
              X

            	
               

            
	
              Final
                allocation of the Hercules business.

            	
              X

            	
               

            
	
              Gather
                spend data and potential supplier data as requested by the
                buyer.

            	
               

            	
              X

            
	
              Support
                buyers in the set-up and coordination of reverse auctions, including
                creation of suppliers in the e-auction database and insuring suppliers
                have confirmed participation in the upcoming event.

            	
               

            	
              X

            
	
              Monitor
                and provide support before, during, and after the reverse auction,
                including insuring that all suppliers have logged on and
                facilitating.

            	
               

            	
              X

            
	
              Resolution
                of any technical problems that may develop during the execution of
                an
                auction.

            	
               

            	
              X

            
	
              Assist
                with the implementation of the reverse auction results, including
                changing
                the source in SAP, updating SAP supplier agreements, and communicating
                the
                changes to the Authorized Users.

            	
               

            	
              X

            
	
              Maintain
                auditable records of all auction activities.

            	
               

            	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    9.0 OTHER
      SUPPORT

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Cleary
                define the required business support, including the scope, frequency
                and
                timeline.

            	
              X

            	
               

            
	
              Request
                product data including but not limited to MSDS and product steward
                forms
                from suppliers on behalf of SHERA or the business
                managers.

            	
               

            	
              X

            
	
              Create
                and maintain procurement related data on Hercules intranet website
                as
                requested e.g., freight codes (US only), harmonized tariffs,
                etc.

            	
               

            	
              X

            
	
              Provide
                support for SAP system tests as may be required for new design and/or
                configuration changes.

            	
               

            	
              X

            


    

    


    10.0 PURCHASE
      CARD

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              Submit
                a request for a new or replacement purchase card.

            	
              X

            	
               

            
	
              Management
                approval of all purchase card requests in accordance with the assigned
                legal delegation of authority.

            	
              X

            	
               

            
	
              Management
                approval of monthly purchase card spends by P-card holder and, as
                appropriate, re-allocation of cost to a different cost center.
                

            	
              X

            	
               

            
	
              Process
                new purchase card requests confirming valid approvals and delegation
                of
                authorities to insure compliance with Hercules policies and
                procedures

            	
               

            	
              X

            
	
              Cancel
                cards as and when appropriate

            	
               

            	
              X

            
	
              Create
                and maintain card holder details in purchase card platform (currently
                GE
                SAM system as of the Effective Date)

            	
               

            	
              X

            
	
              Maintain
                commercial data, including to transactional limits and merchant commodity
                codes in the purchase card platform as requested and as approved
                by
                responsible Hercules personnel in compliance with Hercules policies
                and
                procedures.

            	
               

            	
              X

            
	
              Prepare
                monthly activity reports of purchase transactions and forward to
                identifies Hercules personnel.

            	
               

            	
              X

            
	
              Provide
                support on the purchase card program including training.

            	
               

            	
              X

            
	
              Prepare
                and review monthly payment run (currently applicable to North America
                only). Identify and correct as required and approved to insure successful
                upload of payment run into SAP. 

            	
               

            	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.2

    


    Material
      Master

    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


     TABLE
      OF CONTENTS

    


    


    1.0 INTRODUCTION3

    2.0 MATERIAL
      MASTER3

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	1.0	
              INTRODUCTION

            


    

     

    This
      Schedule details certain Material Management services that the Supplier will
      provide as of the Commencement Date.

    


    The
      Parties acknowledge and agree that this Schedule E.2 may be substantially
      revised during the Transition Period.

     

    
      	
              2.0

            	
              MATERIAL
                MASTER

            


    

     

    
      	
              Task

            	
              Hercules

            	
              Supplier

            
	
              1.
                Create new raw material masters (PURC's).

            	
              X

            	 
	 	 	 
	
              2.
                Extend existing raw material masters.

            	
              X

            	 
	 	 	 
	
              3.
                Create new LEER material masters (i.e., Returnable binis).

            	
              X

            	 
	 	 	 
	
              4.
                Extend existing LEER material masters.

            	
              X

            	 
	 	 	 
	
              5.
                Create new Aqualon material masters.

            	
              X

            	 
	 	 	 
	
              6.
                Extend existing Aqualon material masters.

            	
              X

            	 
	 	 	 
	
              7.
                Create new functional paper material masters. 

            	
              X

            	 
	 	 	 
	
              8.
                Extend existing functional paper material masters.

            	
              X

            	 
	 	 	 
	
              9.
                Perform master data cleansing.

            	
              X

            	 
	 	 	 
	
              11.
                Project implementations.

            	 	
              X

            
	 	 	 
	
              12.
                Process Remedy tickets (Troubleshooting)

            	 	
              X

            
	 	 	 
	
              13.
                Create new process chemical material masters

            	 	
              X

            
	 	 	 
	
              14.
                Extend existing process chemical material masters.

            	 	
              X

            
	 	 	 
	
              15.
                Maintain product hierarchy table; assign hierarchy to new material
                masters.

            	 	
              X

            
	 	 	 
	
              16.
                Perform master data cleansing as designated by Hercules.

            	 	
              X

            
	 	 	 
	
              17.
                Provide Reporting Services.

            	 	
              X

            
	 	 	 
	
              18.
                Training and ongoing support of offshore resources

            	 	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.3

    


    Accounts
      Payable

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


     TABLE
      OF CONTENTS

    


    


    1.0 INTRODUCTION3

    2.0 General
      Requirements3

    3.0 Accounts
      Payable Processing4

    4.0 AP
      - OTHER PROCESSING7

    5.0 EUROPEAN
      AP PROCESSING9

    6.0 REPORTING
      AND RECORDS RETENTION: (N.A. + Europe)9

    7.0 PERFORMANCE
      MEASUREMENT & EFFECTIVENESS (N.A. + Europe)10

    8.0 MONITOR
      / COMMUNICATE SERVICE COMPLIANCE (N.A. + Europe)10

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	1.0	
              INTRODUCTION

            


    

     

    This
      Schedule details certain Accounts Payable Services that the Supplier will
      provide as of the Commencement Date.

     

    
      	
              2.0

            	
              GENERAL
                REQUIREMENTS

            


    

     

    
      	 	 	 	
              Supplier

            	
              Hercules

            


    

    


    
      	 	
              1

            	
              Understand
                all Hercules accounts payable (“AP”) policies and how current processes
                and systems map against those policies.

            	
              X

            	 
	 	 	
              Communicate
                any AP issues back to Hercules according to escalation procedures
                for
                Hercules resolution. 

            	
              X

            	 
	 	 	
              Respond
                to Supplier on escalated AP related issues.

            	 	
              X

            
	 	
              2

            	
              Provide
                input to Hercules on AP policy change opportunities, proposed policy
                changes, industry direction, and how policy changes will impact
                then-current work processes and systems.

            	
              X

            	 
	 	
              3

            	
              Ensure
                that existing and new Hercules AP policies are incorporated into
                the
                systems and processes and desktop procedures.

            	
              X

            	 
	 	
              4

            	
              Ensure
                that Hercules AP established policy guidelines are followed and report
                policy exceptions within 24 hours to Hercules.

            	
              X

            	 
	 	 	
              Respond
                to policy exception.

            	 	
              X

            
	 	
              5

            	
              Identify
                and resolve issues related to AP work processes.

            	
              X

            	 
	 	 	
              5.1
                Provide guidance and advice to HERCULES on then-current AP work processes
                design and potential implications.

            	
              X

            	 
	 	 	
              Approve
                any AP work process changes.

            	 	
              X

            
	 	
              6

            	
              Comply
                with Hercules AP processes and systems security and access
                policies.

            	
              X

            	 
	 	 	
              Granting
                of system access.

            	 	
              X

            
	 	
              7

            	
              Drive
                continuous improvement of the work processes, documentation, and
                Services.

            	
              X

            	 
	 	 	
              Review
                and approve any significant process changes.

            	 	
              X

            
	 	
              8

            	
              Support
                Hercules internal audit and third-party audits to ensure compliance
                with
                existing Hercules and US GAAP rules and requirements in accordance
                with
                Section 9.4 and 15.7 of the Agreement.

            	
              X

            	 
	 	
              9

            	
              Prepare
                and maintain the process and testing documentation, as well as providing
                testing required by the Sarbanes-Oxley Act 2002, in accordance with
                the
                methodologies established by HERCULES.

            	
              X

            	 
	 	
              10

            	
              Provide
                support processing capabilities in the following languages: North
                American
                only English, with some French. Europe: English, French, German,
                Spanish,
                Italian, Dutch, Russian, Swedish, Finnish.

            	
              X

            	 
	 	
              11

            	
              Provide
                support processing capabilities for the following hours of operations:
                North America ►AP Processing - anytime; problem resolution 8am-5pm EST.
                Europe►AP Processing - anytime; problem resolution 9am-6pm Central
                European time. 

            	
              X

            	 
	 	
              12

            	
              Provide
                support process capabilities in accordance with the monthly closing
                schedule.

            	
              X

            	 
	 	 	
              Approve
                accounts payable accrual and transmit to appropriate party for
                posting.

            	 	
              X

            


    

     

    
      3.0        
        ACCOUNTS
        PAYABLE PROCESSING    

    

     

    

      
        	
                 

              	
                3.1

              	
                Manage
                  Document Receipt and Scanning

              	
                 

              	
                 

              
	 	 	
                1.
                  Receive and process vendor invoices, source documents, EDI payment
                  files
                  and electronic files.

              	
                X

              	 
	 	 	
                2.
                  Open vendor related documents, record receipt, and sort based on
                  process
                  requirements.

              	
                X

              	 
	 	 	
                -Take
                  action on non-invoice documents (i.e., statements, address change
                  notifications).

              	
                X

              	 
	 	 	
                3.
                  Perform required audit and review functions to verify adequacy
                  of source
                  document prior to processing.

              	
                X

              	 
	 	 	
                -Check
                  Purchase order quoted on invoice, remit to address, ship to address
                  and
                  sold to address are readable.

              	
                X

              	 
	 	 	
                -Resolve
                  unreadable documents

              	
                X

              	 
	 	 	
                -Check
                  VAT registration number

              	
                X

              	 
	 	 	
                -VAT
                  charged correctly

              	
                X

              	 
	 	 	
                4.
                  Return documents not meeting requirements within 2 business days
                  to
                  appropriate parties, providing details of policy
                  non-compliance.

              	
                X

              	 
	 	 	
                5.
                  Park and scan returned documents

              	
                X

              	 
	 	 	
                6.
                  Send invoices to country of origin (if required by Law).

              	
                X

              	 
	 	 	
                7.
                  Present non-purchase order documents for processing and
                  authorization.

              	
                X

              	 
	 	 	
                8.
                  Establish controls for verification of all documents
                  scanned.

              	
                X

              	 
	 	 	
                9.
                  Coordinate storage, filing, and retrieval of source document in
                  accordance
                  with Hercules policies.

              	
                X

              	 
	 	 	
                10.
                  Provide original source documents to Hercules within 2 business
                  days upon
                  request.

              	
                X

              	 
	
                 

              	
                3.2

              	
                Verify
                  and Process Invoices

              	
                 

              	
                 

              
	 	 	
                1.
                  Process invoice transactions in accordance with Hercules policy
                  guidelines, including the approved purchase order to invoice matching
                  technique (e.g., two- or three-way match).

              	
                X

              	 
	 	 	
                DOA
                  approval process for non-purchase order invoices (North
                  America).

              	
                X

              	 
	 	 	
                Maintain
                  direct posting database (EUR) as pre-approval of Non-purchase order
                  invoices (i.e., Regional buyers).

              	 	
                X

              
	 	 	
                Processing
                  of Non-purchase order invoices, in accordance with DPD.

              	
                X

              	 
	 	 	
                2.
                  Manage process to request the check to be printed and mailed, including
                  requests for immediate checks and special handling (i.e., overnight
                  requirements, return to vendor/field etc.).

              	
                X

              	 
	 	 	
                3.
                  Develop vendor-specific rules in accordance with Hercules policy
                  guidelines.

              	
                X

              	 
	 	 	
                4.
                  Set up/maintain recurring transactions for processing (for example:
                  rent
                  and utility payments, consolidated invoice uploads etc.).

              	
                X

              	 
	 	 	
                5.
                  Resolve un-invoiced receipts.

              	
                X

              	 
	 	 	
                6.
                  Process all immediate check requests in accordance with Hercules
                  Check
                  Request and Expedited Payment Policies.

              	
                X

              	 
	 	 	
                7.
                  Audit, correct, add, and process garnishment transactions.

              	
                X

              	 
	 	 	
                8.
                  Park invoices which cannot be posted.

              	
                X

              	 
	 	 	
                9.
                  Follow-up on parked / blocked invoices after five (5) working days
                  +
                  Update IXOS (i.e., the scanning system)

              	
                X

              	 
	 	
                3.3

              	
                Resolve
                  Exceptions

              	 	 
	 	 	
                1.
                  Present to Hercules resolution authorities and invoice exceptions
                  in
                  accordance with Hercules policies.

              	
                X

              	 
	 	 	
                2.
                  Research, resolve, and correct EDI file and all other electronic
                  payment
                  method exceptions immediately.

              	
                X

              	 
	 	 	
                3.
                  Work with Hercules third-party payment processor if required to
                  resolve
                  exception items.

              	
                X

              	 
	 	 	
                4.
                  Perform exception resolution on invoices and payments within one
                  (1)
                  business day.

              	
                X

              	 
	 	 	
                5.
                  Track all invoice and payment exceptions through
                  resolution.

              	
                X

              	 
	 	 	
                5A.
                  Return parked documents not meeting requirements, providing details
                  of
                  non-compliance within 2 business days to Hercules

              	
                X

              	 
	 	 	
                6.
                  Return parked invoices to internal / external vendors with cover
                  letter
                  identifying the issues for resolution.

              	 	
                X

              
	 	 	
                7.
                  Resolve un-invoiced direct debits, by contacting the vendors and
                  requesting copies of invoices.

              	
                X

              	 
	 	 	
                8.
                  Process the approved parked documents, provided that the work item is
                  returned to the AP representative.

              	
                X

              	 
	 	 	
                9.
                  Workflow administrator activities :

                 

                a.
                  Monitor all work items in SAP Inboxes,

                b.
                  Forward work items on request to other inboxes

                c.
                  Retrieve original invoices on request of AP representatives in
                  order to
                  return it to the vendors and delete work items accordingly.

                d.
                  Check the validity of the work items to be deleted

                e.
                  Report all work items to be deleted and allocate it to
                  categories.

              	
                X

              	 
	
                 

              	
                3.4

              	
                Process
                  Payments (Disbursements)

              	
                 

              	
                 

              
	 	 	
                1.
                  Perform pre-disbursement review as required by Hercules policies
                  (e.g.,
                  audit of processed documents).

              	
                X

              	 
	 	 	
                2.
                  Prepare payment proposal file according to Hercules
                  policies.

              	
                X

              	 
	 	 	
                2A
                  Approves payment proposal.

              	 	
                X

              
	 	 	
                2C
                  Prepare payment settlement.

              	
                X

              	 
	 	 	
                2D
                  Approve payment settlement and transmit to bank.

              	 	
                X

              
	 	 	
                2E
                  Complete foreign draft payment process

              	 	
                X

              
	 	 	
                2f
                  Complete manual check process

              	 	
                X

              
	 	 	
                3.
                  Audit high-dollar transactions as defined by Hercules policy. This
                  shall
                  be completed prior to execution of settlement.

              	 	
                X

              
	 	 	
                4.
                  Audit, track, and resolve duplicate payments in accordance with
                  Hercules
                  policies.

              	
                X

              	 
	 	 	
                5.
                  Manage all other disbursement-related activity, including returned
                  checks.

              	 	
                X

              
	 	 	
                6.
                  Process all customer refund checks in accordance with Hercules
                  policies.

              	
                X

              	 
	 	 	
                7.
                  Reconcile settlement totals to file transmission totals.

              	 	
                X

              
	 	 	
                8.
                  Reconcile all checks and accounts as required by Hercules.

              	
                X

              	 
	 	 	
                9.
                  Maintain a schedule of unpaid items and report items that should
                  be
                  adjusted to Hercules.

              	
                X

              	 
	 	 	
                10.
                  Hercules owns payment parameters

              	 	
                X

              
	
                 

              	
                3.5

              	
                Set
                  up and Monitor Vendor Master File

              	
                 

              	
                 

              
	 	 	
                1.
                  Create and maintain vendor master data in SAP including general
                  data,
                  accounting data (including 1099 designation) and purchasing data
                  according
                  to Hercules policies.

              	
                X

              	 
	 	 	
                For
                  all new vendor master files, create a W9 

              	
                X

              	 
	 	 	
                2.
                  Complete vendor set-up/change maintenance.

              	 	 
	 	 	
                3.
                  Follow up with vendor to obtain missing information or bank
                  details.

              	
                X

              	 
	 	 	
                3.
                  Perform client daily vendor master audit.

              	
                X

              	 
	 	 	
                4.
                  Provide support for issues involving vendor liens and/or other
                  legal
                  issues.

              	
                X

              	 
	 	 	
                5.
                  Utilize current or comparable automated authorization programs
                  to set up
                  vendor master including, the financial and procurement material
                  master
                  view.

              	
                X

              	 
	 	 	
                6.
                  Adhere to Hercules policy as it relates to vendor master
                  set-up.

              	
                X

              	 
	 	 	
                7.
                  Contact buyer for clarification on payment terms if
                  needed.

              	
                X

              	 
	 	 	
                8.
                  Verify vendors (including new vendors and, when requested by Hercules,
                  existing vendors) are in compliance with applicable Law, including
                  country
                  specific legal requirements such as Denial Vendor List as applicable
                  for
                  the U.S.

              	
                X

              	 
	 	
                3.6

              	
                Respond
                  To Inquiries

              	 	 
	 	 	
                1.
                  Receive, track, research, and resolve (action and/or escalate)
                  inquiries
                  (internal and external) within 1 business day.

              	
                X

              	 
	 	 	
                2.
                  Track escalated inquiries through resolution.

              	
                X

              	 
	 	 	
                2A
                  Respond to escalated inquiries sent to Hercules

              	 	
                X

              
	 	 	
                3.
                  Monitor all received reminders & queries. Record all reminders and
                  queries in the R&Q database for later reference and
                  analysis.

              	
                X

              	 
	 	 	
                3.
                  Provide inquiry tools.

              	
                X

              	 
	 	 	
                4.
                  Support Hercules initiatives concerning inquiry tool utilization
                  and
                  process change during the Term.

              	
                X

              	 


      

    

     

    
      4.0 AP
        -
        OTHER PROCESSING  

       

      
        	 	
                4.1

              	
                Month-End
                  Closing

              	 	 
	 	 	
                1.
                  Prepare journal entries (including, accruals and missing
                  entries).

              	
                X

              	 
	 	 	
                1A.
                  Approve journal entries

              	 	
                X

              
	 	 	
                2.
                  Prepare and maintain audit schedules.

              	
                X

              	 
	 	 	
                3.
                  Reconcile associated accounts (e.g., accruals, payables, and general
                  ledger accounts). 

              	 	
                X

              
	 	 	
                4.
                  Analyze variances in accordance with Hercules policy
                  guidelines.

              	 	
                X

              
	 	 	
                5.
                  Research and resolve balance sheet/income statement
                  issues.

              	 	
                X

              
	 	 	
                6.
                  Receive, track, and resolve inquiries.

              	 	
                X

              
	 	 	
                7.
                  Complete month-end close procedures in accordance with Hercules
                  policy
                  guidelines.

              	 	
                X

              
	 	 	
                8.
                  Provide Hercules an overview of the parked documents per balance
                  key date,
                  including reasons of the parking as well as advising the A&R if an
                  accrual is to be built up.

              	
                X

              	 
	 	 	
                9.
                  Provide Hercules an overview of the debit balances on vendor accounts,
                  including advising the A&R to build up an accrual.

              	
                X

              	 
	 	 	
                10.
                  Check PO’s created with allocation to multiple cost centers, for which the
                  invoice receipt (“IR”) is missing (goods receipt (“GR”) is done with no
                  value) and advice A&R to set-up an accrual if
                  necessary.

              	
                X

              	 
	 	
                4.2

              	
                Bank
                  Account Reconciliations.

              	 	 
	 	 	
                1.
                  Analyze and resolve variances in accordance with Hercules policies
                  (includes clearing items in contra-account).

              	
                X

              	 
	 	 	
                2.
                  Track unclaimed property (e.g., vendor checks not cashed).

              	
                X

              	 
	 	 	
                3.
                  Provide cleared check copies as requested.

              	
                X

              	 
	 	 	
                4.
                  Issue stop payments and voids.

              	
                X

              	 
	 	 	
                5.
                  Check positive pay on daily basis.

              	
                X

              	 
	 	
                4.3

              	
                Accounts
                  Payable - Miscellaneous (N.A. + EUROPE)

              	 	 
	 	 	
                1.
                  Reconcile and distribute suspense account items in accordance with
                  Hercules policy. 

              	
                X

              	 
	 	 	
                2.
                  Reconcile accounts payable sub-ledger to general ledger
                  balances.

              	
                X

              	 
	 	
                4.4

              	
                AP
                  System Table Maintenance (N.A. + EUROPE)

              	 	 
	 	 	
                1.
                  Maintain (SAP and Lotus Notes) system tables providing processing
                  tolerances and guidelines for invoice processing, invoice matching,
                  EDI
                  processing, print processing, etc. 

              	 	
                X

              
	 	
                4.5

              	
                Signatory
                  File Management (N.A. + EUROPE)

              	 
	 	 	
                1.
                  Develop schedules and perform monthly audit of signatory file additions,
                  deletions, and changes.

              	 	
                X

              
	 	 	
                2.
                  Research and resolve audit findings.

              	 	
                X

              
	 	
                4.6

              	
                Procurement
                  Card Processing

              	 	 
	 	 	
                1.
                  Upload P-Card distributions to the general ledger.

              	
                As
                  described throughout Schedule E

              
	 	 	
                2.
                  Balance general ledger, accounts payable, and other system input/export
                  interface files.

              	
                As
                  described throughout Schedule E

              
	 	
                4.8

              	
                Debit
                  Balances Management (N.A. + Europe)

              	 	 
	 	 	
                1.
                  Identify debit balances by vendor.

              	
                X

              	 
	 	 	
                2.
                  Collect debit balances in accordance with Hercules
                  policies.

              	
                X

              	 
	 	 	
                3.
                  Negotiate alternative payment plans with vendors in accordance
                  with
                  Hercules policy. Obtain Hercules approval.

              	 	
                X

              
	 	 	
                4.
                  Prepare source documentation for Hercules legal review.

              	
                X

              	 
	 	 	
                5.
                  Research and resolve issues and inquiries regarding collection
                  payments.

              	
                X

              	 
	 	 	
                6.
                  Prepare and submit collection adjustments.

              	
                X

              	 
	 	 	
                7.
                  Review and approve any collection adjustments

              	 	
                X

              
	 	
                4.9

              	
                Statement
                  Auditing (N.A. + Europe)

              	 	 
	 	 	
                1.
                  Request statements from vendors.

              	
                X

              	 
	 	 	
                2.
                  Research outstanding credits.

              	
                X

              	 
	 	 	
                3.
                  Perform reclamation procedures for outstanding credits.

              	
                X

              	 
	 	 	
                4.
                  Support post payment audit vendor.

              	
                X

              	 
	
                 

              	
                4.11

              	
                Escheatment
                  Function

              	
                 

              	
                 

              
	 	 	
                1.
                  Research, take action upon, and/or escalate aged accounts payable
                  transaction issues in preparation for escheat processing.

              	
                X

              	 
	 	 	
                2.
                  Determine potential (e.g., unclaimed) property to be reported in
                  accordance with Hercules policy.

              	
                X

              	 
	 	 	
                3.
                  Research and determine property owner.

              	
                X

              	 
	 	 	
                4.
                  Contact unclaimed property owners.

              	
                X

              	 
	 	 	
                5.
                  Determine whether amounts due have been paid or whether unclaimed
                  property
                  can be returned to owner.

              	
                X

              	 
	 	 	
                6.
                  Create and maintain a database of owners contact
                  information.

              	
                X

              	 
	 	 	
                7.
                  Determine legal escheat reporting requirements and deadlines for
                  remitting
                  unclaimed property.

              	
                X

              	 
	 	 	
                8.
                  Prepare escheatment schedules.

              	
                X

              	 
	 	 	
                9.
                  Prepare a reconciliation of the unclaimed property liability account
                  to
                  determine adjustments needed to the account.

              	
                X

              	 
	 	 	
                Hercules
                  will approve the checks to be escheated. Hercules will file the
                  escheatment return.

              	 	
                X

              
	 	
                4.12

              	
                Accounts
                  Payable Weekly Cash Forecast (N.A. + Europe)

              	 	 
	 	 	
                1.
                  Notify treasury of any large (e.g. greater than 500,000) unusual
                  payments.

              	
                X

              	 


      

    

     

    5.0 EUROPEAN
      AP PROCESSING  

     

    
      	 	
              5.1

            	
              VAT
                and Other Special Processes

            	 	 
	 	 	
              1.
                Accounts payable to identify the need of a new VAT tax rate. This
                is then
                forwarded to the VAT/Intrastat group to follow-up (e.g., setup and
                enter
                VAT ID (if new vendor) and VAT tax rates).

            	
              X

            	 
	 	 	
              2.
                Follow EU Directive and other applicable Law for invoice requirements
                    provided by VAT/Intrastat group (for applicable
                countries).

            	
              X

            	 


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    6.0      
       REPORTING
      AND RECORDS RETENTION: (N.A. + EUROPE) 

     

    
      	 	
              6.1

            	
              Reporting

            	 	 
	 	 	
              1.
                Perform standard reporting requirements as defined in Attachment
                A.

            	
              X

            	 
	 	 	
              2.
                Provide ad hoc reports as requested by Hercules.

            	
              X

            	 
	 	
              6.2

            	
              Records
                Retention

            	 	 
	 	 	
              1.
                Retain source documentation and reports: hard copies, CD ROM, Fiche,
                Film,
                and Imaging, in accordance with Hercules policies and
                procedures.

            	
              X

            	 
	 	 	
              2.
                Provide scanned document images for source documentation through
                an
                electronic imaging system.

            	
              X

            	 
	 	 	
              3.
                Retrieve archived reports and documentation as requested by
                Hercules.

            	
              X

            	 
	 	 	
              4.
                Maintain documentation in accordance with Hercules policies and
                procedures.

            	
              X

            	 
	 	 	
              5.
                Dispose of documentation in accordance with Hercules policies and
                procedures.

            	
              X

            	 


    

     

    
      	
              7.0

            	
              PERFORMANCE
                MEASUREMENT & EFFECTIVENESS (N.A. +
                EUROPE)

            


    

     

    
      	 	 	
              1.
                Provide consistent metrics and AP process performance information
                as
                defined in this document, including reports identified in Schedule
                R.

            	
              X

            	 
	 	 	
              2.
                Provide explanations relative to performance levels, root-cause analyses,
                corrective measures planned, etc. as requested by
                HERCULES.

            	
              X

            	 
	 	 	
              3.
                Monitor and report performance and service levels, using agreed-upon
                measurement processes, tools, and methodologies.

            	
              X

            	 
	 	 	
              4.
                Review existing processes to evaluate accounts payable process performance
                and work with Hercules management to develop action plans to improve
                upon
                current performance levels.

            	
              X

            	 


    

     

    
      	
              8.0

            	
              MONITOR
                / COMMUNICATE SERVICE COMPLIANCE (N.A. +
                EUROPE)

            


    

     

    
      	 	 	
              1.
                Continuously audit the adherence to Hercules accounts payable accounting
                rules and requirements.

            	
              X

            	 
	 	 	
              2.
                Facilitate Hercules audit of accounts payable processes, including
                compliance with defined rules and requirements.

            	
              X

            	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.4A

    


    Order
      to Invoice (OTI)

    North
      America

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    Table
      of
      Contents

    


    I.
      INTRODUCTION 3

    II.
      GENERAL REQUIREMENTS 3

    III.
      AQUALON DIVISION 4

    1.0 DOMESTIC
      ORDER ENTRY ( Customer Already Exists)4

    2.0 EXPORT
      ORDER ENTRY8

    3.0 INTER-COMPANY
      ORDER ENTRY12

    4.0 INVOICING13

    5.0 ELECTRONIC
      DATA INTERCHANGE - EDI17

    6.0 PRICING18

    7.0 TRANSPORTATION20

    8.0 CUSTOMER
      COMPLAINT PROCESS22

    9.0 CUSTOMER
      MASTER DATA23

    10.0 HANDLING
      OF SMALL ACCOUNTS (Inside Sales)24

    III.
      PTV Division 24

    1.0
       THIRD
      PARTY ORDERS24

    2.0 CONTRACT
      ADMINISTRATION25

    3.0 Competitive
      Prices (CPI - off list pricing)25

    4.0 Payment
      of Land and Sea Bills26

    5.0
       Deferred
      Billing26

    IV.
      REPORTING AND RECORDS RETENTION 26

    V.
      PERFORMANCE MEASUREMENT AND EFFECTIVENESS 27

    VI.
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE 27


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      INTRODUCTION

     

    This
      Schedule sets forth the North America Order To Invoice (OTI) Business Process
      Services that the Supplier will provide, as of the Commencement Date unless
      otherwise specified. The Statements of Work defined in this Schedule were
      developed to include all in-scope activities performed by affected employees
      within the HERCULES Order To Invoice (OTI) function for North America Aqualon
      and PTV. The Supplier will be responsible for all functions performed by
      employees affected by the proposed outsourcing of services.

     

    II.
      GENERAL REQUIREMENTS

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

     

    1.
      Understand all HERCULES OTI policies and how current processes and systems
      map
      against those policies. Additionally, the Supplier will communicate any issues
      back to HERCULES and retain the responsibility of resolving all
      issues.

    


    2.
      Provide input to HERCULES on policy change opportunities, proposed policy
      changes, industry direction, and how the policy changes will impact then-current
      work processes and Systems.

    


    3.
      Ensure
      that existing and new HERCULES policies are incorporated into the systems and
      processes. 

    


    4.
      Ensure
      that HERCULES established policy guidelines are followed and report policy
      exceptions promptly to HERCULES.

    


    5.
      Identify and resolve issues related to OTI work processes. Provide guidance
      and
      advice to HERCULES on then-current work process design and potential
      implications.

    


    6.
      Comply
      with HERCULES processes and Systems security and access policies.

    


    7.
      Drive
      continuous improvement of the work processes, documentation and
      Services.

    


    8.
      Support HERCULES internal audit and Third-Party audit to ensure compliance
      with
      existing HERCULES and US GAAP rules and requirements in accordance with Section
      XX of the Agreement. 

    


    9.
      Prepare and maintain the process and testing documentation and testing required
      by the Sarbanes-Oxley Act 2002, (US Centric) in accordance with the
      methodologies established 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.

      

    


    10.
      Provide support processing capabilities in the following languages: English,
      French, German, Spanish, Chinese, etc. 

    


    11.
      Provide support processing capabilities for the following hours of operations:
      XX to XX

    


    12.
      Provide support process capabilities in accordance with the monthly closing
      schedule. (for each country included in the scope. (For example, USA, UK,
      Central Europe, Australia, Asia Pacific)

    


    III.
      AQUALON DIVISION

     

    1.0 DOMESTIC
      ORDER ENTRY ( Customer Already Exists) 

     

    


    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via fax, EDI, phone, mail, electronic order (XIGN) or EZ
      order

    


    2.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to

    


    3.
      Calculate correct requested ship date using Odyssey webtool

    


    4.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Supply
      Chain Manager

    


    5.
      Pull
      applicable zpro

    


    6.
      Enter
      order into SAP

    


    7.
      Print order
      acknowledgement

    


    8.
      Review
      order details including verification of price

    


    9.
      Mail
      order acknowledgement

    


    


    


    1.1 Consignment
      Accounts

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Verify
      if customer is a consignment account

    


    3.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery
      date

    


    4.
      Calculate requested ship date using Odyssey webtool

    


    5.
      Pull
      zpro

    


    6.
      Verify
      if lead time policy is being adhered to, if not obtain approval from Supply
      Chain Manager

    


    7.
      Enter
      replenishment order (KB) into SAP

    


    8.
      Print
      order acknowledgement

    


    9.
      Review
      order details

    


    10.
      Mail
      order acknowledgement

    


    1.2 Distributors
      (U.S. and Canada)

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Verify
      there is a signed legal agreement in place

    


    3.
      Review
      order for completeness; P. O. number, requested delivery date, product,
      quantity, ship to

    


    4.
      Calculate requested ship date using Odyssey webtool

    


    5.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Supply
      Chain Manager

    


    6.
      Verify
      quantity ordered meets guidelines in agreement

    


    7.
      Pull
      zpro

    


    8.
      Enter
      order into SAP; bill block order

    


    9.
      Print
      order acknowledgement

    


    10.
      Review order details; verify discount rate and all pricing


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Mail
      order acknowledgement

    


    1.3 Preship
      Sample Process

     

    (Samples
      sent to Customer for testing; track through SAP)

    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      CSR Header Notes for pertinent details

    


    3.
      Request made to send pre-ship sample prior to shipment

    


    4.
      Verify
      request with Supply Chain Manager

    


    5.
      Receive approval to do pre-ship

    


    6.
      Advise
      plant

    


    7.
      Ship
      material for approval by customer

    


    1.4 Co-ship
      Process

     

    (Samples,
      separately packaged and sent to Customer together with shipment of product
      for
      Customer Q.A. testing)

    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      CSR Header Notes for pertinent details

    


    3.
      Request made to ship co-ship with order at time of shipment

    


    4.
      Verify
      request with Supply Chain Manager

    


    5.
      Receive approval to co-ship material

    


    6.
      Contact plant/warehouse and advise of requirement

    


    7.
      Enter
      instruction on order to ship 1 pound co-ship with shipment

    


    1.5 Expedited
      Freight - Hercules Pays Freight

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Suppliers responsibilities include, but are not limited to the
      following:

     

    


    1.
      Receive order

    


    2.
      Request made to expedite order

    


    3.
      Obtain
      approval from Supply Chain Manager

    


    4.
      Contact Odyssey and plant with requirement

    


    5.
      Place
      order

    


    1.6 Air
      Freight Policy - Hercules Pays Freight

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Request made to send order via air freight

    


    3.
      Obtain
      approval from Supply Chain Manager

    


    4.
      Contact plant with requirement

    


    5.
      Place
      order

    


    1.7 No
      Charge
      Order Policy

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Request made to ship order at no charge

    


    3.
      Obtain
      approval from Supply Chain Manager

    


    4.
      Calculate requested ship date using Odyssey webtool

    


    5.
      Enter
      No Charge Order type (TANN order) into SAP

    


    1.8 Processing
      of Returns

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive notification from customer to return 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.

      

    


    


    2.
      Determine if an approved complaint report is available; if so

    advise
      customer to return material in accordance with complaint report

    


    3.
      Enter
      return order in SAP notating product and quantity to be returned

    


    4.
      Output
      return order to receiving location (plant or warehouse)

    


    5.
      Receiving location physically receives the material

    


    6.
      Receiving location enters return delivery and post goods issue into
      SAP

    


    7.
      Wilmington reviews approved complaint report against the return
      delivery

    


    8.
      Wilmington releases the credit invoice to the customer

    


    9.
      Print
      the invoice

    


    10.
      Review the invoice for accuracy

    


    11.
      Mail
      the invoice when required 

    


    2.0 EXPORT
      ORDER ENTRY 

     

    


    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via e-mail, fax or EZ order

    


    2.
      Review
      order for completeness; P. O. number, product, quantity, price, requested
      delivery date, ship to, INCO terms

    


    3.
      Determine if letter of credit will be used

    


    4.
      Determine if trading company will be utilized

    


    5.
      Calculate requested shipping date using Odyssey web tool

    


    6.
      Validate order quantity if containerized

    


    7.
      Validate if shipping full pallets

    


    8.
      Pull
      zpro


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Enter
      order into SAP; manually enter price

    


    10.
      Print
      order acknowledgement

    


    11.
      Review order details including price verification

    


    12.
      Courier order acknowledgement weekly to agent servicing customer

    


    2.1 Shipment
      from Tianpu, China

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, price, requested
      delivery date, how to consign ocean bills of lading, INCO terms

    


    3.
      E-mail
      order details to Hercules Singapore office

    


    4.
      Facilitation of order handled between Hercules Singapore and Tianpu, China
      plant

    


    2.2 Shipments
      to Lenosur Warehouse in Uruguay

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Verify
      signed legal agreement in place

    


    3.
      Review
      order for completeness: product, quantity, requested delivery date

    


    4.
      Calculate requested shipping date using Odyssey webtool

    


    5.
      Pull
      zpro

    


    6.
      Enter
      order into SAP

    


    7.
      Print
      order acknowledgement

     

    8.
      Review
      order details

    


    9.
      Courier order acknowledgement

    2.3 Shipment
      from Europe to South America

     

    The
      Suppliers responsibilities include, but are not limited to 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.

      

    


    


    1.
      Receive order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery
      date, price, INCO terms

    


    3.
      Pull
      zpro

    


    4.
      Enter
      order into SAP selling to customer

    


    5.
      System
      auto creates purchase order to Hercules Europe

    


    6.
      Print
      order acknowledgement

    


    7.
      Review
      order details

    


    8.
      Courier order acknowledgement

    


    2.4 Customer
      Handling Orders

     

    (Sold
      to/ship to: U.S. customer but material is exported by customer)

    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      for completeness: P. O. number, product quantity, ship to, INCO terms, end
      use,
      country ultimately being exported to, pricing

    


    3.
      Calculate requested ship date using Odyssey webtool

    


    4.
      Verify
      lead time policy is being adhered to; if not contact Supply Chain
      Manager

    


    5.
      Pull
      zpro

    


    6.
      Enter
      order into SAP

    


    7.
      Insert
      special clausing to avoid fines and penalties

    


    8.
      Print
      order acknowledgement

    


    9.
      Review
      order acknowledgement

    


    10.
      Mail
      order acknowledgement to customer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    2.5 Preparation
      of Canada Customs Papers for Shipment out of U.S. Field Warehouses

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, ship to, INCO terms,
      pricing

    


    3.
      Pull
      zpro

    


    4.
      Enter
      order into SAP

    


    5.
      Advise
      warehouse staff of pending order

    


    6.
      Advise
      warehouse staff how to fill out paperwork

    


    7.
      Print
      order acknowledgement

    


    8.
      Review
      order details

    


    9.
      Courier order acknowledgement to customer

    


    2.6 Odyssey
      Guidelines for Handling Export Orders

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Provide data to Odyssey that Product is available to ship

    


    2.
      Output
      planned ship date message to Odyssey

    


    3.
      Issuance of booking from Odyssey received within 48 hours

    


    4.
      Shipment made from shipping point in conjunction with booking (if from
      warehouses, CSR coordinates notification for accuracy review, etc)

    


    5.
      Sailing confirmation received from Odyssey within 48 hours after vessel
      sailing

    


    6.
      Receive copies of all shipping documents for accuracy review

    


    3.0 INTER-COMPANY
      ORDER ENTRY

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery
      date, ship to

    


    3.
      Calculate requested ship date using Odyssey webtool

    


    4.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Supply
      Chain Manager

    


    5.
      Pull
      applicable zpro

    


    6.
      Enter
      order into SAP

    


    7.
      Verify
      P.O. number and sales order are linked

    


    8.
      Print
      order acknowledgement

    


    9.
      Review
      order acknowledgement

    


    3.1 Import
      Material for U.S. Accounts

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery,
      INCO terms, special requests, U.S. port of entry, pricing

    


    3.
      Pull
      zpro

    


    4.
      Enter
      order into SAP; bill block order

    


    5.
      Auto
      create a purchase order to Hercules Europe

    


    6.
      Verify
      sales order and purchase order are linked

    


    7.
      Print
      order acknowledgement

    


    8.
      Review
      order details

    


    9.
      Mail
      order acknowledgement to customer

    


    4.0 INVOICING

     

    The
      Suppliers responsibilities include, but are not limited to 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.

      

    


    4.1 Consignment

    


    1.
      Receive monthly usage report

    


    2.
      Enter
      Consignment (“KE”) order into SAP

    


    3.
      Allocate specific lots used in SAP

    


    4.
      Enter
      PGI (Post Goods Issue) - Allocation Specialist

    


    5.
      Print
      invoice

    


    6.
      Review
      invoice

    


    7.
      Mail
      invoice to customer

    


    4.2 Distributor
      Discounts

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Enter
      PGI 

    


    2.
      Review
      invoice details in SAP

    


    3.
      Remove
      bill block

    


    4.
      Print
      invoice

    


    5.
      Review
      invoice

    


    6.
      Mail
      invoice

    


    4.3 Orders
      Shipped/Not Billed

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      SAP report (RV60SBT1)

    


    2.
      Investigate each order on report

    


    3.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    4.4 Orders
      Billed not Released to Accounting

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Suppliers responsibilities include, but are not limited to the
      following:

     

    


    1.
      Review
      SAP report (AQSD01W3)

    


    2.
      Investigate each order on report

    


    3.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    5.
      Mail
      invoice

    


    4.5 Imported
      Materials

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Contact Odyssey to determine if material has cleared customs

    


    2.
      Remove
      bill block

    


    3.
      Print
      invoice

    


    4.
      Review
      invoice

    


    5.
      Mail
      invoice

    


    4.6 Agent
      Commissions (Create Master Data File)

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Legal
      agreement in place, provides products covered, rate % of commission to be issued
      and on what basis

    


    2.
      Create
      agent number in SAP

    


    3.
      Enter
      % discount in pricing conditions

    


    4.
      Partner agent number to respective zpro

    


    4.7 Shipments
      from Lenosur Warehouse

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive B/L from warehouse


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Enter
      PGI (Post Goods Issue) into SAP

    


    3.
      Print
      Invoice

    


    4.
      Review
      Invoice

    


    5.
      Courier invoice to customer

    


    4.8 Intentionally
      Blank

    


    4.9 Draft
      Preparation for Shipments out of Europe to Latin America

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive documents from Europe

    


    2.
      Prepare draft

    


    3.
      Mail
      draft and documents to customer

    


    4.10 Manual
      Invoice - Credit Memo Issuance

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      request for credit memo to be issued

    


    2.
      Review
      all documentation for approvals

    


    3.
      Enter
      credit requests into SAP

    


    4.
      Approve credit request in SAP

    


    5.
      Print
      credit invoice

    


    6.
      Review
      credit invoice

    


    7.
      Mail
      credit invoice to customer

    


    4.11 Evaluated
      Receipt Settlement

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive request from customer to pay via electronic receipt
      settlement

    


    2.
      Advise
      credit representative


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    4.12 Rebates

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive RRF (Rebate Request Form) from sales representative via
      email

    


    2.
      Request sales and business management approval

    


    3.
      Create
      rebate in SAP

    


    4.
      Created after beginning validity, do accruals for time between beginning
      validity and rebate creating

    


    5.
      If
      rebate is not direct (through distributor, agent, or entity not on SAP), do
      monthly accruals 

    


    6.
      After
      ending validity, check rebate and request agreement of sales representative
      to
      settle rebate for specific amount.

    


    7.
      Upon
      agreement of sales representative, request approval of sales and business
      management to settle rebate

    


    8.
      Settle
      rebate and send rebate credit to customer or request Credit to send wire
      transfer or check

    


    9.
      Price
      supports are not rebates, but are done utilizing the rebate process. They are
      simpler as there is no RRF and price supports are created and settled together.
      Below is the price support process.

    


    a.
      Receive sales and business management approval to pay price support  monthly
      for entire year

    b.
      Monthly receive distributor request for price support, for sales for
 preceding
      month, with sales representative approval

    c.
      By
      28th
      of each
      month, create and settle price support, mail price  support
      credit invoices to distributors

    


    4.13 Update
      and Maintain Tax Code by Customer & Sales Record for GST/VAT

     

    Tasks
      to
      include; for European version

    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      

    


    4.14 Review
      /
      Reconcile Printed Order Acknowledgement / Invoices Against SAP
      Report

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Suppliers responsibilities include, but are not limited to the
      following:

     

    


    1.
      Execute SAP report on a daily basis

    


    2.
      Verify
      receipt of invoices/order acknowledgement against report

    


    3.
      Mail
      Invoices

    


    


    5.0 ELECTRONIC
      DATA INTERCHANGE - EDI

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive request from customer

    


    2.
      Contact IT liaison

    


    3.
      Establish criteria in SAP

    


    4.
      Receive order thru EDI

    


    5.
      Run
      daily report for orders with delivery block

    


    6.
      Review
      Orders

    


    7.
      Remove
      delivery block

    


    8.
      Print
      order acknowledge

    


    9.
      Review
      order acknowledgement

    


    10.
      Mail
      order acknowledgement

    


    11.
      Billing goes out through EDI along with hard copy mailed to customer


    6.0 PRICING

     

    6.1 List
      Pricing

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive new price lists from Industry Manager

    


    2.
      Enter
      new pricing directly into SAP

    


    3.
      Validate what has been entered into SAP against new price lists


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    6.2 Competitive
      Prices (CPI - off list pricing)

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive CPI from sales via lotus notes

    


    2.
      Enter
      CPI directly into SAP

    


    3.
      One
      (1) or two (2) approvals are required depending on the business for price to
      be
      accepted in the system

    


    4.
      Notify
      Hercules when CPI’s are available for approval

    


    5.
      Review
      exception report to monitor timeliness of approval process

    


    6.
      Escalate delinquent approvals

    


    7.
      Notify
      Customer Service to update new prices on existing and new orders

    8.
      Update
      and maintain non-off list pricing spreadsheets

    


    9.
      Interfaces with sales support to resolve any pricing issues

    


    


    6.3 Transfer
      Pricing

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Calculation done at time of order entry using Excel spreadsheet

    


    3.
      Enter
      calculated price into SAP sales order

    


    6.4 Distributor
      Price Supports

     

    (Currently
      4 Distributors)

    


    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive approved documentation to support request for credit

    


    2.
      Enter
      credit request into SAP

    


    3.
      Review
      and approve credit 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.

      

    


    


    4.
      Print
      credit invoice

    


    5.
      Mail
      credit invoice

    


    6.5 Special
      Pricing - Latin America/Far East

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Price
      lists by country are prepared by local Aqualon representatives

    2.
      Price
      lists are forwarded to Industry Managers for approval

    


    3.
      Once
      approved, Industry Manager forwards approved price lists to customer service
      representative

    


    4.
      No
      information is entered into SAP

    


    5.
      Export
      CSR’s receive copies of approved country pricing

    


    6.6 Price
      Over-ride Process

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Orders
      on books, already priced, confirmed to customer for future shipment

    


    2.
      New
      list prices received from Industry Manager

    


    3.
      Enter
      new pricing into SAP

    


    4.
      Advise
      all CSRs to go into SAP and bill block all orders that have pending price
      increases

    


    5.
      Review
      each order individually to determine who receives new pricing and who does
      not

    


    6.
      Remove
      bill block as required

    


    7.
      Over-ride prices where necessary and provide reason

    


    8.
      Print
      invoice

    


    9.
      Review
      Invoice

    


    10.
      Mail
      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.

      

    


    7.0 TRANSPORTATION

    7.1 Tracking/Tracing
      Shipments

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Domestic shipments via truck or rail, Customer Service Representative (CSR)
      contact Odyssey Logistics to track. If urgent, CSR uses bill of lading number
      and truck lines to track using truck lines website in internet or a phone call
      is made

    


    2.
      Domestic/Export shipments using UPS or Federal Express tracking done using
      carriers website via internet

    


    3.
      Export
      ocean, CSR contacts Odyssey International

    


    4.
      Export
      air, CSR contacts EGL

    


    5.
      Import
      orders, CSR contacts Odyssey Logistics import group

    


    6.
      Europe
      shipments to Latin America, CSR contact Europe CSR and Europe CSR gets
      information from DeRijke

    


    7.2 Expediting
      Process-Approval

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      If
      customer is paying for freight costs no approval is necessary

    


    2.
      If
      Hercules is to pay the freight costs CSR obtains freight costs and gets approval
      from industry manager

    


    7.3 Payment
      of Land and Sea Bills

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Export
      air, EGL pays carrier and sends freight bills to CSR. CSR codes bills and sends
      to AP department for payment to EGL

    


    2.
      Investigates freight bills from Odyssey which require review before
      payment.

    


    3.
      Determine appropriate coding for freight invoices and forwards to AP department
      for payment

    


    4.
      Accrue
      freight bills as required.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    5.
      Mexico, BDP Interamerica pays carrier. BDP bills Hercules, sends bill to CSR
      to
      code and send to AP Department

    


    7.4 How
      to
      Request a Freight Quote

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Domestic/Canada/Mexico, truck and rail request done within Odyssey Logistics
      website

    


    2.
      Domestic/Canada/Mexico, Federal Express/UPS, CSR contacts carrier for
      quote

    


    3.
      Export
      ocean, CSR requests quote via e-mail to Odyssey International

    


    4.
      Export
      air, CSR requests quote from Odyssey Logistics, Pat Ward

    


    7.5 Interface
      with Odyssey Land and Sea

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Domestic/Canada truck and rail, CSR contact Odyssey Logistics with any problems,
      trucking/delivery issues or if expedited freight is needed

    


    2.
      Export
      ocean, CSR sends orders via SAP printer to Odyssey International

    


    3.
      Odyssey sends booking details to CSR, plant or warehouse and overseas agent
      or
      sales office

    


    4.
      Odyssey sends delays/confirmation of sailings to CSR and overseas agent or
      sales
      office

    


    5.
      Odyssey sends documents to overseas location as required and copy to
      CSR

    


    6.
      Air
      shipment, CSR send order via fax to EGL

    


    7.
      EGL
      (air forwarder) works with plant/warehouse for pickup instructions

    


    8.
      EGL
      sends proposed/confirmed flight details to CSR and overseas agent or sales
      office

    


    9.
      EGL
      sends documents via instructions on order to overseas locations

    


    10.
      EGL
      sends copy of documents to CSR

    


    11.
      Mexico, CSR sends copy of order to BDP via fax

    


    12.
      CSR
      sends invoice to BDP Interamerica

    


    13.
      BDP
      works with Mexico customer broker to clear goods at border


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 Interface
      with Eagle Global Logistics (EGL)-Air

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Fax
      SAP sales order to EGL

    


    2.
      EGL
      contacts plant/warehouse for pickup instructions

    


    3.
      EGL
      sends proposed/confirmed flight details to CSR and overseas agent

    


    4.
      EGL
      sends documents via instructions on order

    


    5.
      EGL
      sends copy of documents to CSR

    


    7.7 Interface
      with BDP Interamerica-Mexico

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      sends copy of order to BDP via fax

    


    2.
      CSR
      sends invoice to BDP via fax

    


    3.
      BDP
      coordinates with Mexican broker to clear goods at border

    


    8.0 CUSTOMER
      COMPLAINT PROCESS

     

    8.1 Preparation
      of a Customer Complaint/Resolution

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into lotus notes complaint database

    


    2.
      If
      return is required, CSR enters return order into SAP

    


    3.
      If
      material is to be replaced, CSR enters new order in SAP to be sent to
      customer

    


    4.
      If
      material is to be destroyed, CSR advises customer once approved CCA is approved
      in database by Industry Manager

    


    8.2 How
      to
      Handle Damaged and Carrier Complaints

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into lotus notes complaint database


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      If
      return is required CSR enters return order into SAP

    


    3.
      If
      material is to be replaced, CSR enters new order in SAP to be sent to
      customer

    


    4.
      If
      material is to be destroyed, CSR advises customer once approved CCA is approved
      in database by Industry Manager

    


    8.3 How
      to
      File a Claim with a Carrier

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Claims
      are filed by Customer Service Manager based on outcome of complaint entered
      into
      complaint database

    


    9.0 CUSTOMER
      MASTER DATA

     

    9.1 Request
      for Tax Exemption Certificate

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Determine if a new customer is tax exempt

    


    2.
      Set
      master data at -0- “tax exempt”

    


    3.
      Send
      letter to the customer requesting their tax exemption certificate

    


    4.
      Receive signed tax exemption certificate from customer

    


    5.
      File
      in customer file

    


    9.2 Process
      for Creating a Sold to/Ship to

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive an order from a new customer with sold to and ship to
      information

    


    2.
      Create
      the address(s) in SAP master data using the information provided by the customer
      filling in the data on the appropriate screens

    


    3.
      Partner sold to, ship to and payer numbers to the sold to party in
      SAP

    


    9.3 Salesman
      Number Changes

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive new salesman assignments


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Partner new salesman number to “Customer Sold To”

    


    3.
      Update
      appropriate ZPRO(s) at the item partner level and makes the change

    


    10.0 HANDLING
      OF SMALL ACCOUNTS (Inside Sales)

     

    10.1 Inside
      Sales

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive all incoming calls requesting technical information, product information
      and pricing requests from small accounts not assigned to a field
      salesperson

    


    2.
      Resolve all issues surrounding their account base

    


    


    III.
      PTV
      Division

     

    1.0
       THIRD
      PARTY ORDERS 

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Post
      Goods Receipts for third party purchase orders

    


    2.
      Investigate IDOC failures with GE

    


    3.
      Follow
      up with third party vendors on missing Bills of Lading

    


    4.
      Monitor invoices which fail to release to accounting

    


    5.
      Check
      on suspect bills of lading

    


    


    6.
      Processes “ Manual Invoice Maintenance “ invoices

    


    7.
      Obtain
      Proof of Delivery from carriers

    


    8.
      Generates late invoicing report and follows up with vendors on any delayed
      shipment items

    


    9.
      Approve rebate spreadsheets

    


    10.
      Enter
      rebates on SAP on quarterly basis


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    2.0 CONTRACT
      ADMINISTRATION

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive reports from sales for monthly billing.

    


    2.
      Create
      debit invoices for contracts

    


    3
      Receive
      inventory documentation from sales on a daily basis

    


    4.
      Process inventory adjustments for contract products

    5.
      Receives approvals for any changes to be preformed on contracts.

    


    6.
      Perform additions, modifications, deletions on contracts on a daily
      basis

    


    7.
      Interface with credit to resolve issues

    


    8.
      Interacts with Sales Reps for inventory and pricing issues

    


    3.0 Competitive
      Prices (CPI - off list pricing)

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Receive CPI from sales via lotus notes

    


    2.
      Enter
      CPI directly into SAP

    


    3.
      One
      (1) or two (2) approvals are required depending on the business for price to
      be
      accepted in the system

    


    4.
      Notify
      Hercules when CPI’s are available for approval

    


    5.
      Review
      exception report to monitor timeliness of approval process

    


    6.
      Escalate delinquent approvals

    


    7.
      Notify
      Customer Service to update new prices on existing and new orders

    8.
      Update
      and maintain non-off list pricing spreadsheets

    


    9.
      Interfaces with sales support to resolve any pricing issues

    4.0 Payment
      of Land and Sea Bills

     

    The
      Suppliers responsibilities include, but are not limited to 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.

      

    


    1.
      Export
      air, EGL pays carrier and sends freight bills to CSR. CSR codes bills and sends
      to AP department for payment to EGL

    


    2.
      Investigates freight bills from Odyssey which require review before
      payment.

    


    3.
      Determine appropriate coding for freight invoices and forwards to AP department
      for payment

    


    4.
      Accrue
      freight bills as required.

    


    5.
      Mexico, BDP Interamerica pays carrier. BDP bills Hercules, sends bill to CSR
      to
      code and send to AP Department

    5.0
       Deferred
      Billing

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    Deferred
      Billing

    


    IV.
      REPORTING AND RECORDS RETENTION

     

    1. REPORTING

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Perform standard reporting requirements as defined

    


    2.
      Provide Ad Hoc reports as requested

    


    2. Record
      Retention

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Retain
      source documentation and reports

    


    2.
      Provide scanned document images for source documentation and reports - hard
      copies, CD Rom, Fiche, Film and imaging - in accordance with Hercules policies
      and procedures

    


    3.
      Retrieve archived reports and documentation as requested by
      Hercules

    


    4.
      Maintain documentation in accordance with Hercules policies and
      procedures

    5.
      Dispose of documentation in accordance with Hercules policies and
      procedures

    


    V.
      PERFORMANCE MEASUREMENT AND EFFECTIVENESS

     

    The
      Suppliers responsibilities include, but are not limited to 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.

      

    


    1.
      Provide consistent metrics and process performance information as defined in
      this document

    


    2.
      Provide explanations relative to performance levels, root-cause analyses,
      corrective measures planned, etc. as requested by Hercules

    


    3.
      Monitor and report performance and service levels, using agreed upon measurement
      processes, tools and methodologies

    


    4.
      Review
      existing processes to evaluate process performance and work with Hercules
      management to develop action plans to improve upon current performance
      levels

    


    VI.
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE

     

    The
      Suppliers responsibilities include, but are not limited to the
      following:

    


    1.
      Continuously audit adherence to Hercules accounting rules and
      requirements

    


    2.
      Facilitate Hercules audit of processes, including compliance with defined rules
      and requirements


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.4B

    


    Order
      to Invoice (OTI)

    Europe

    Aqualon

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      INTRODUCTION 4

    II.
      GENERAL REQUIREMENTS 4

    III
      AQUALON DIVISION - Customer Care Europe 5

    I.
      Strategic Accounts 5

    1.1. EU
      ORDER ENTRY - Direct order process (Customer Already Exists / Masterdata /
      Zpro
      correct )5

    1.2 EXPORT
      ORDER ENTRY Strategic Accounts order process via Singapore
      office6

    1.3 EXPORT
      ORDER ENTRY Strategic Accounts Order process for non EU locations (and not
      via
      S’pore)8

    1.4
      EXPORT ORDER ENTRY Strategic Accounts 10

    Orders
      via Moscow office 10

    1.5
      Shipment from Tianpu, China - Strategic Accounts11

     

    1.6
      Consignment Accounts - Strategic Accounts12

     

    1.7 EU
      ORDER ENTRY13

     

    Handling
      of strategic accounts via agents (EU)13

     

    1.8
      Handling of strategic accounts via agents (NON EU)15

     

    1.9.
      Handling of orders strategic accounts via local warehouses Europe + STO
      process17

     

    1.10
      Handling of 3rd
      party
      orders strategic accounts Europe19

     

     

    1.11
      Pricing Strategic Accounts EMA21

     

    Competitive
      Prices (CPI - off list pricing)21

     

    Price
      Over-ride Process22

     

    II
      Handling of agents / distributor orders23

     

    2.1 Handling
      of agents / distributor orders (EU)23

     

     

    2.2
      Export Order Entry Distributors/Agents via Singapore Office

     Same
      steps as handling of strategic accounts via Singapore office23

     

    2.3
      Handling of agents / distributor orders (Non EU)23

     

    2.4
      Handling of agents / distributor orders via Moscow office24

     

    2.5
      Handling of agents / distributor Tianpu24

     

         2.8 Pricing
      Agents/Distributors

     Current
      process Customer Service (pricing project in process)25

     

    Pricing

     

    2.9
      Price Over-ride Process25

     

    III
      Handling of other direct accounts orders25

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    4.1
      Orders via Singapore office26

     

    4.3.
      Intercie orders Wilmington - Shipment from Europe to South America, or
      USA26

     

    4.4.
      Pricing28

     

    VI
       Other
      generic Customer Service processes34

     

    1.
      Preship Sample Process, Inspections , Import licenses34

     

    2.
      Expedited Freight - Hercules Pays Freight34

     

    3.
      Air
      Freight Policy - Hercules Pays Freight35

     

    4.
      No
      Charge Order Policy35

     

    5.
      Orders Shipped/Not Billed36

     

    6.
      Orders Billed not Released to Accounting36

     

    7.
      Manual Invoice - Credit Memo Issuance36

     

    8.
      How
      to Request a Freight Quote / leadtime37

    9.
      Customer Complaint Process 37

              (present
      European process - adjustments in progress) 37

                   
      A.
      Preparation of a Customer Complaint/Resolution 37

     B.
      How
      to Handle Damaged and Carrier Complaints37

     

    C.
      Processing of Returns (not only for complaints)38

    VII.
      CUSTOMER MASTER
      DATA

     

                 All
      masterdata changes are archived in file for SOX compliance39

     

    A.
      Request for Tax Exemption Certificate39

     

    B.
      Update and Maintain Tax Code by Customer & Sales Record for
      GST/VAT39

     

    C.
      Agent Commissions (Create Master Data File)39

     

    D.
      Process for Creating a Sold to/Ship to39

     

    E.
      Process for Creating / adjusting a payment condition in SAP40

     

    F.
      Salesman Number Changes40

     

    G.
      IPC
      Changes40

     

    VIII REBATE
      PROCESS41

    X
      REPORTING AND RECORDS
      RETENTION

     

     

    1.REPORTING42

     

    2.Record
      Retention42

    XI
      PERFORMANCE MEASUREMENT AND
      EFFECTIVENESS

     

                XII
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE 43

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      INTRODUCTION

     

    This
      Schedule sets forth the North America Order To Invoice (OTI) Business Process
      Services that the Supplier will provide, as of the Commencement Date unless
      otherwise specified. The Statements of Work defined in this Schedule were
      developed to include all in-scope activities performed by affected employees
      within the HERCULES Order To Invoice (OTI) function for Aqualon Europe. The
      Supplier will be responsible for all functions performed by employees affected
      by the proposed outsourcing of services.

    II.
      GENERAL REQUIREMENTS

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

     

    1.
      Understand all HERCULES OTI policies and how current processes and systems
      map
      against those policies. Additionally, the Supplier will communicate any issues
      back to HERCULES and retain the responsibility of resolving all
      issues.

    


    2.
      Provide input to HERCULES on policy change opportunities, proposed policy
      changes, industry direction, and how the policy changes will impact then-current
      work processes and Systems.

    


    3.
      Ensure
      that existing and new HERCULES policies are incorporated into the systems and
      processes. 

    


    4.
      Ensure
      that HERCULES established policy guidelines are followed and report policy
      exceptions promptly to HERCULES.

    


    5.
      Identify and resolve issues related to OTI work processes. Provide guidance
      and
      advice to HERCULES on then-current work process design and potential
      implications.

    


    6.
      Comply
      with HERCULES processes and Systems security and access policies.

    


    7.
      Drive
      continuous improvement of the work processes, documentation and
      Services.

    


    


    


    8.
      Support HERCULES internal audit and Third-Party audit to ensure compliance
      with
      existing HERCULES and US GAAP rules and requirements in accordance with the
      Agreement. 

    


    9.
      Prepare and maintain the process and testing documentation and testing required
      by the Sarbanes-Oxley Act 2002, (US Centric) in accordance with the
      methodologies established 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.

      

    


    10.
      Provide support processing capabilities in the following languages: English,
      French, German, Spanish, Chinese, Italian, Turkish, Russian, etc. [Note: This
      is
      deal specific and needs to be customized to the languages of the countries
      that
      are in scope.]

    


    11.
      Provide support processing capabilities the hours of operations as determined
      during the Transition Period.

    


    12.
      Provide support process capabilities in accordance with the monthly closing
      schedule. (for each country included in the scope. (For example, USA, UK,
      Central Europe, Australia, Asia Pacific)

    


    III
      AQUALON DIVISION
      -
      Customer Care Europe 

     

    I.
      Strategic Accounts 

     

     

    
      	
              1.1.

            	
              EU
                ORDER ENTRY - Direct order process

            


    

     

     

    (Customer
      Already Exists / Masterdata / Zpro correct ) 

     

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via fax, phone, mail

    


    Use
      logistic definition procedure for steps 2, 3, 4 

    


    2.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to, price, inco term, payment condition, sold to, SCR, etc

    


    3.
      Calculate correct requested ship date using DeRijke leadtimes + internal order
      handling lead - time 

    


    4.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Demand
      Mngt
      Team 

    


    5.
      Pull
      applicable zpro

    


    6.
      Enter
      order into SAP

    


    7.
      Print order
      acknowledgement

    


    8.
      Review
      order details including verification of price

    


    9.
      Have
      order reviewed on 11 point check by supervisor

    


    10.
      Mail
      order acknowledgement / communicate expected availability if possible with
      availability information received from Mat. Mngt 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform customer in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    12.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    13
      a -
      All Material allocated follow step 14 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales / Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      steps 14 a + b 

     

    14.
      Material allocated in full

    a.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    b
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    15
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    16.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    17.
      Invoicing and release invoice to accounting 

    


    18.
      Send
      invoice as hard copy to customer 

    or
      electronic invoicing for specific accounts

    deferred
      billing for number of accounts   

    


    19
      .
      Complete and archive file 

    


     

    
      	
              1.2

            	
              EXPORT
                ORDER ENTRY Strategic
                Accounts 

            


    

     

     

    order
      process via Singapore office 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via SAP (processed by Singapore office) on local CS printer


    


    2.
      Check
      payment condition 

    Where
      applicable (LC,s) check content and arrange amendments with Deutsche Bank and
      customer (bank). Upon receipt of complete / approved LC (from ESSC) allocation
      process will start (step 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.

      

    


    3..
      Upon
      receipt verify if lead time policy is being adhered to; if not obtain approval
      from Demand Mngt Team.

    


    4.
      Order
      is recorded for SOX purposes (VBAK completeness check) 

    


    5.
      Order
      dropped on MM printer

    


    6.
      Send
      PSDN to Singapore office 

    


    7
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform S’pore in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    8.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    9
      a - All
      Material allocated follow step 10

    Partial
      allocation

    a.
      inform
      internal stakeholders (sinpapore office) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      steps listed under 10 

     

    10
      Material allocated

    a.
      drop
      delivery at S’pore office 

    b.
      send
      booking request by email to DeRijke 

    c.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    d.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    e
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    11.
      Where
      applicable arrange inspection with inspection cie;s 

    


    12.
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    


    


    


    


    13.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    14.
      Invoicing and release invoice to accounting 

    


    15.
      As
      agreed during the Transition Period, prepare set of 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.

      

    


    Receipt
      BL 

    Check
      BL
      content (express / manual BL)  

    create
      direct collection by deutsche bank

    prepare
      documents - certificates of origin, legalized invoices, 

    export
      licenses, inspection reports, insurance documents

    send
      documents to customer / bank etc 

    scanned
      documents to Singapore office + copy to agent 

    


    16.
      As
      agreed during the Transition Period, send documents as hard copy to customer
      

    


    17.
      Issue
      commission credit memo in case agent is involved

    


    18.
      Complete and archive file 

    


     

    
      	
              1.3

            	
              EXPORT
                ORDER ENTRY Strategic
                Accounts 

            


    

     

     

    Order
      process for non EU locations (and not via S’pore)

     

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via mail, fax, phone 

    Use
      logistic definition procedure for steps 2, 3, 4 

    


    2.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to, price, inco term, payment condition, sold to, SCR, etc

    


    3.
      Check
      payment condition 

    Where
      applicable (LC,s) check content and arrange amendments with Deutsche Bank and
      customer (bank). Upon receipt of complete / approved LC (from ESSC) allocation
      process will start (step ). 

    


    4.
      Calculate correct requested ship date using DeRijke leadtimes + internal order
      handling lead - time 

    


    5.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Demand
      Mngt
      Team 

    


    6.
      Pull
      applicable zpro

    


    7.
      Enter
      order into SAP

    8.
      Print order
      acknowledgement

    


    9.
      Review
      order details including verification of price

    


    10.
      Have
      order reviewed on 11 point check by supervisor


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Mail
      order acknowledgement / communicate expected availability if possible with
      availability information received from Mat. Mngt 

    


    12
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform customer in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    13.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    14
      a -
      All Material allocated follow step 15 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      step 15 

     

    15.
      Material allocated

    a.
      send
      booking request by email to DeRijke for sea shipments

    b.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    c.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    d
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    Where
      applicable arrange inspection with inspection cie;s 

    


    


    


    16
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    17.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    18.
      Invoicing and release invoice to accounting 

    


    19.
      As
      agreed during the Transition Period, prepare set of documents 

    Receipt
      BL 

    Check
      BL
      content (express / manual BL)  

    create
      direct collection by deutsche bank

    prepare
      documents - certificates of origin, legalized invoices, 

    export
      licenses, inspection reports, insurance documents

    send
      documents to customer / bank etc

    


    20.
      As
      agreed during the Transition Period, send documents as hard copy to customer
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      .
      Complete and archive file 

    


     

    1.4
      EXPORT ORDER ENTRY Strategic
      Accounts 

     

     Orders
      via Moscow office 

     

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via email 

    Use
      logistic definition procedure for steps 2, 3, 4 

    


    2.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to, price, inco term, payment condition, sold to, SCR, etc 

    


    3..
      Upon
      receipt verify if lead time policy is being adhered to; if not obtain approval
      from Demand Mngt Team.

    


    4.
      Calculate correct requested ship date using DeRijke leadtimes + internal order
      handling lead - time (subject to Inco term)

    


    5.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Demand
      Mngt
      Team 

    


    6.
      Pull
      applicable zpro

    


    7.
      Enter
      order into SAP

    


    


    


    8.
      Print order
      acknowledgement 

    


    9.
      Review
      order details including verification of price

    


    10.
      Have
      order reviewed on 11 point check by supervisor

    


    11.
      Mail
      order acknowledgement / communicate expected availability if possible with
      availability information received from Mat. Mngt to Moscow office 

    


    12
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform Moscow in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    13.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      a -
      All Material allocated follow step 15 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Moscow) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      step 15 

     

    15.
      Material allocated

    a.
      send
      booking request by email to DeRijke for sea shipments

    b.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    c.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    d
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    16
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    17.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    18.
      Invoicing and release invoice to accounting 

    


    19.
      As
      agreed during the Transition Period, prepare set of documents subject to Inco
      Term / Payment term 

    Receipt
      BL 

    Check
      BL
      content (express / manual BL)  

    create
      direct collection by deutsche bank

    prepare
      documents - certificates of origin, EX1 

    export
      licenses, inspection reports, insurance documents

    send
      documents to customer / bank etc

    


    20.
      As
      agreed during the Transition Period, send documents as hard copy to customer
      

    


    21
      .
      Complete and archive file 

    


     

    1.5
      Shipment from Tianpu, China -
      Strategic Accounts 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, price, requested
      delivery date, how to consign ocean bills of lading, INCO terms

    


    3.
      E-mail
      order details to Hercules Singapore office


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Facilitation of order handled between Hercules Singapore and Tianpu, China
      plant

    


    5.
      If
      Inco term is DDU or DDP inform Hercules Material Management with request to
      place a SAP purchase order on Tianpu for physical shipment via Antwerp. Customer
      Service to place a SAP sales order (standard SAP process). 

    1.6
      Consignment Accounts - Strategic
      Accounts 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    1.
      Receive order

    


    2.
      Verify
      if customer is a consignment account

    


    3.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery
      date, price, inco term, payment condition, sold to, etc.

    


    4.
      Calculate requested ship date using DeRijke lead times

    


    5.
      Pull
      zpro

    


    6.
      Verify
      if lead time policy is being adhered to, if not obtain approval from Demand
      Mngt
      Team 

    


    7.
      Enter
      replenishment order (KB) into SAP

    


    8.
      Print
      order acknowledgement

    


    9.
      Review
      order details

    


    10.Have
      order reviewed on 11 point check by supervisor

    


    11.
      Mail
      order acknowledgement / communicate expected availability

    


    12
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform customer in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    13.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    14
      a -
      All Material allocated follow step 15 

    


    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      step 15 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Material allocated

    a.
      send
      booking request by email to DeRijke for sea shipments

    b.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    c.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    d
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    Where
      applicable arrange inspection with inspection cie;s 

    


    16
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    17.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    18.
      Create KE order (consignment issue) to start invoicing process

    Invoicing
      and release invoice to accounting subject to agreement with customer (monthend
      invoicing for example) 

    


    19.
      Send
      invoice as hard copy to customer 

    or
      electronic invoicing for specific accounts

     

    20.
      Issue
      commission credit memo in case agent is involved

    


    21.
      Reconciliation process SOX to ensure SAP inventory is in line with customer
      inventory (customer audits where need) 

    


    22.
      Complete and archive file 

    


     

    
      	
              1.7

            	
              EU
                ORDER ENTRY 

            


    

     

      Handling
      of strategic accounts via agents (EU)  

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via fax, phone, mail from agent or customer 

     

    2.
      Check
      if agent is entitled to receive commission / handle account as per contract
      

    


    Use
      logistic definition procedure for steps 2, 3, 4 

    


    3.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to, price, inco term, payment condition, sold to, SCR, etc


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Calculate correct requested ship date using DeRijke leadtimes + internal order
      handling lead - time 

    


    5.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Demand
      Mngt
      Team 

    


    6.
      Pull
      applicable zpro

    


    7.
      Enter
      order into SAP

    


    8.
      Print order
      acknowledgement

    


    9.
      Review
      order details including verification of price

    


    10.
      Have
      order reviewed on 11 point check by supervisor

    


    11.
      Mail
      order acknowledgement / communicate expected availability if possible with
      availability information received from Mat. Mngt to agent and / or
      customer

    


    12
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform customer in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 

    


    13.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    14
      a -
      All Material allocated follow step 15 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      steps 14 a + b 

     

    15.
      Material allocated

    a.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    b
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    16
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    17.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    18.
      Invoicing and release invoice to accounting 

    


    19.
      Send
      invoice as hard copy to customer or
      electronic invoicing for specific accounts deferred billing for number of
      accounts   


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    


    20
      Issue
      commission credit memo 

    


    21.
      Complete and archive file 

    1.8
      Handling of strategic accounts via agents (NON EU)  

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order via mail, fax from agent / customer 

     

    2.
      Check
      if agent is entitled to receive commission / handle account as per contract
      

    


    Use
      logistic definition procedure for steps 2, 3, 4 

    


    3.
      Review
      order for completeness: P.O. Number, product, quantity, requested delivery
      date,
      ship to, price, inco term, payment condition, sold to, SCR, etc

    


    4.
      Check
      payment condition 

    Where
      applicable (LC,s) check content and arrange amendments with Deutsche Bank and
      customer (bank). Upon receipt of complete / approved LC (from ESSC) allocation
      process will start (step ). 

    


    5.
      Calculate correct requested ship date using DeRijke leadtimes + internal order
      handling lead - time 

    


    6.
      Verify
      if lead time policy is being adhered to; if not obtain approval from Demand
      Mngt
      Team 

    


    7.
      Pull
      applicable zpro

    


    8.
      Enter
      order into SAP

    


    9.
      Print order
      acknowledgement

    


    10.
      Review order details including verification of price

    


    11.
      Have
      order reviewed on 11 point check by supervisor

    


    12.
      Mail
      order acknowledgement / communicate expected availability if possible with
      availability information received from Mat. Mngt 

    


    13
      If
      delivery or psdn information from material management not yet received mail
      order acknowledgement. Inform customer in 2nd
      step
      when material is expected to be available - complete order status report with
      order status remarks 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      In
      case of non / late availability follow order escalation process / expedited
      freight policy subject to (respect) of agreed upon - leadtime.

    


    15
      a -
      All Material allocated follow step 16 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      step 16 

     

    16.
      Material allocated

    a.
      send
      booking request by email to DeRijke for sea shipments

    b.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    c.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    d
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    Where
      applicable arrange inspection with inspection cie;s 

    


    17
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    18.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    19.
      Invoicing and release invoice to accounting 

    


    20
      Prepare set of documents 

    Receipt
      BL 

    Check
      BL
      content (express / manual BL)  

    create
      direct collection by deutsche bank

    prepare
      documents - certificates of origin, legalized invoices, 

    export
      licenses, inspection reports, insurance documents

    send
      documents to customer / bank etc

    


    21.
      Send
      documents as hard copy to customer 

    


    22.
      Issue
      commission credit memo 

    


    23
      .
      Complete and archive file 

    


     

    1.9.
      Handling of orders strategic
      accounts
      via
      local warehouses Europe + STO process

     

    


    2.1 Local
      Material Mgt.
      - calculate re-order quantity


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    - Customer
      Care Supervisor (CC Spv) resp. Customer Service Rep (CSR) in charge of local
      Material Mgt. periodically (Bologna, Duesseldorf, Tarragona: bi-weekly / Alizay
      once per month) reviews current inventory levels and calculates re-order
      quantities per product type using Excel program for stock replenishment. It
      takes into consideration average sales per type, sales forecast, inventory
      targets and minimum order quantites.

    


     

    2.2
       Local
      Material Mgt.
      - purchase order entry

     

    - Combines
      the products needed into one purchase order (PO) per storage location
      (Antwerp/Alizay).

    - Enters
      purchase order into the SAP system specifying relevant details on:

    


    Ø supplier
      (CMC: Aqualon France; all other SBU's: Hercules Doel)

    Ø production
      plant

    Ø storage
      location

    Ø ship-to
      address

    Ø product
      (material no.)

    Ø quantity

    Ø delivery
      date

    Ø special
      product specifications - if applicable

    Ø transfer
      price (based on transfer price list issued by Business Mgt.)

    


     

    - Every
      STO
      that has been entered automatically receives a unique SAP reference # that
      is
      referred to in the further execution of the purchase order.

    - when
      saving/printing the STO it is automatically dropped-off on the printer of the
      Customer Service Dept. in Rijswijk to start processing an intercompany sales
      order.

    


     

    Specifics
      per location:

     

    
      	
              Bologna
                +

              Tarragona

            	
              STO
                print is checked by CC Spv and then CSR submits STO to MM in
                Rijswijk.

            
	
              Alizay

            	
              PO
                is created by CS Spv.

            


    

    


     

    2.3 CS
      Rep. Rijswijk office
      - purchase order review 

    - CSR
      located in Rijswijk office being in charge of handling intercompany orders
      reviews the STO vs. Customer Master Data, i.e. product, special specifications,
      transfer price. Special attention is given to the requested date of delivery
      as
      indicated by the sister company.

    


     

    2.4 CS
      Rep. Rijswijk office
      - order entry in SAP

    - A
      sales
      order is entered into the SAP system using the "Order Master" (ZPRO) of the
      respective sister company containing all relevant standard order details that
      are completed by variable specific order details. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      case
      an "Order Master"(ZPRO) is not available or a product is missing in an existing
      ZPRO, it has to be created/extended (ref. ZPRO/Master Data Maintainance
      procedure).

    - Every
      order that has been entered automatically receives a unique SAP reference #
      that
      is referred to in the further execution of the order.

    - After
      order entry:

    a) an
      order
      confirmation is printed on the sister company's printer.

    b) an
      internal copy of the order confirmation is printed locally.

    c) order
      data are automatically submitted to the Material Management Department for
      availability check and material allocation.

    


     

    2.5 Local
      Material Mgt.
      - check order confirmation

    - checks
      if
      order confirmation is compliant with PO and signs it off for correctness. Checks
      the COA for material that has a product specification related SCS. Clears any
      difference with CSR in Rijswijk.

    


     

    2.6 Material
      Management Department (MM)
      - make material available

    - Verifies
      product availability in line with the requested shipdate:

    a) if
      product is available, prints Delivery Note on local printer. Certificates of
      Analysis are printed both on local printer and on the sister company's
      printer.

    b) if
      product is not available, MM gives indication to CSR on when material is
      expected to become available (via print "notification of planned shipdate")
      for
      follow-up with sister company.

    


     

    2.7 CS
      Rep. Local office -
      instruct warehouse

    - Submits
      to the warehouse the order data, including all necessary instructions for
      preparation of consignment for shipment. At the same time prints the delivery
      note on the sister company's printer.

    


     

    2.8 CS
      Rep. Local office -
      instruct forwarder

    - Instructs
      the forwarder for execution of physical transportation of the
      consignment.

    


     

    2.9 Local
      Material Mgt.
      - notify local warehouse

    - Upon
      receipt of the delivery note notifies the local warehouse on the details of
      the
      upcoming delivery.

    


     

    2.10 C
      S -
      automatic inventory booking

    - Upon
      creation of the "Notification of Dispatch" material is automatically booked
      into
      local inventory.

    


     

    Specifics
      per location:

     

    
      	
              Alizay

            	
              material
                is booked in "In transit 9999" 

            


    

    


     

    2.11 CS
      Mgt. -
      check Goods receipt of local warehouse

    - checks
      if
      the confirmation from the local warehouse on material received is compliant
      with
      the delivery note (products/lot numbers/quantities). In case of deviations
      clears differences with local warehouse and/or CS Rep. in Rijswijk.

    


     

    Specifics
      per location:

     

    
      	
              Alizay

            	
              a
                transfer posting has to be done before allocation of material
                

            


    

    


     

    2.12 Filing

    


     

    CS:
      Archives all STO’ orders when completed.

     

    1.10
      Handling of 3rd
      party
      orders strategic accounts Europe 

     

    2.2 Customer
      Service Rep.
      - receipt of order

    - Receives
      customer orders via letter, fax message, e-mail, phone or via Sales
      Force.

    - Orders
      placed by phone have to be documented in written form.

    


     

    2.2
       Customer
      Service Rep.
      - order review

     

    - Reviews
      the orders vs. Customer Master Data, i.e. product, special specifications,
      price, delivery and payment terms. Special attention is given to the requested
      date of delivery as indicated by the customer.

    


     

    2.13 Customer
      Service Rep.
      - order review / deviations

    - Any
      deviation from standard conditions has to be addressed to Sales in order to
      get
      approval or instructions on how to proceed (for ex. initiate the SCR
      procedure).

    - Customers
      have to be informed accordingly.

    


     

    2.14 Customer
      Service Rep.
      - order entry in SAP

    - The
      order
      is to be entered within 24 hours after order receipt into the SAP system on
      basis of an "Order Master" (ZPRO) containing all relevant standard order details
      that are completed by variable specific order details. For each delivery date
      separate orders have to be entered in SAP system. Special attention is to be
      given to the application code (PAC) assigned to the ordered
      materials.

    - In
      case
      an "Order Master" is not available, it has to be created/extended (ref.
      ZPRO/Master Data Maintainance procedure).

    - Every
      order that has been entered automatically receives a unique SAP reference #
      that
      is referred to in the further execution of the order.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      SAP
      system automatically checks every newly entered order and blocks it in case
      of
      overdue payments or exceeding customer ́s credit limit.

    - The
      Customer Service Rep. follows blocked orders in respect of timely delivery
      to
      the customers in close contact with the Credit Control Department and/or
      Sales.

    


    - Upon
      release of the order by the Credit Control Department, the SAP system generates
      a "Notification of Credit Release" and the Customer Service Rep. can proceed
      with the order processing.

    - After
      order entry an internal Order Confirmation is printed. This document includes
      text fields with the instructions for correct order processing.

    


     

    2.15 Customer
      Service Rep.
      - Purchase Order creation

    - After
      order entry a Purchase Order (PO) is automatically created by the SAP system.
      In
      case of credit hold, P.O. is created only after credit release.

    - Customer
      Service Rep. completes the Purchase Order by adding variable specific Purchase
      Order details such as delivery date and request of CoA. 

    


     

    2.16 CC
      Supervisor or oth. CC team member
      - 2nd
      order and PO check

    - The
      Order
      is double-checked by a second person (Supervisor or other responsible person
      within Customer Care team). Order is to be checked line by line and to be
      signed-off on the order confirmation (internal copy) for
      correctness.

    - The
      Purchase Order is checked by the Customer Service Rep. and initialled for
      correctness. It is then double checked either by the Customer Care Supervisor
      or
      other responsible person within Customer Care team. 

    


     

    2.17 Customer
      Service Rep.
      - order confirmation

    
      	
              -

            	
              An
                external copy of the order confirmation is sent to the customer only
                upon
                request or if needed either immediately after order approval or after
                confirmation of material availability (see item 2.9).

            


    

    


     

    2.18 Customer
      Service Rep.
      - PO submission

    - CSR
      sends
      the PO to the third party supplier or to mother company.

    


     

    2.19 Customer
      Service Rep.
      - PO confirmation 

    - Receives
      from the third party supplier/mother company a written confirmation of the
      PO,
      can either be an order confirmation or the delivery note (see
      2.10a).

     

    - Checks
      the confirmation and signs it off for correctness.

    2.20 Customer
      Service Rep.
      - material availability follow up

    - CSR
      verifies product availability as mentioned on the supplier’s
      confirmation:

    
      	 	
              a)

            	
              if
                product is available, receives the Delivery Note and Certificate
                of
                Analysis (the latter only upon request) from the third party
                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.

      

    


    
      	 	
              b)

            	
              if
                product is not available, informs the customer and/or Sales on when
                material is expected to become available and follows up availability
                with
                third party supplier.

            


    

    


     

    2.21 Third
      Party Supplier / Customer Service Rep.
      - arrangement of shipment

    - The
      shipment of the goods is arranged by the third party supplier, except when
      differently agreed. In the latter case, CSR instructs the forwarder for
      execution of physical transportation of the consignment. CSR prepares any
      specific documents necessary for customs clearance and/or to be sent to the
      customer.

    


     

    - For
      consignments ex mother company, material has to be customs cleared upon arrival.
      All documentation for customs clearance is prepared by mother company, whereas
      local CSR contacts the customs clearance service company to follow up customs
      clearance. If needed by local law, CSR sends a manual delivery document to
      customs clearance service company to accompany material during delivery to
      final
      customer.

    


     

    - In
      case
      the order includes material that has a product specification related SCS ,
      a COA
      check needs to be done prior to sending it - where applicable.

    


     

    - CS
      SPV
      notifies local area controller tocreate proper accrual for SOX 

    


     

    2.22 Customer
      Service Rep.
      - invoicing

    


     

    - PO
      placed to third party suppliers:
      Upon
      receipt of the confirmation of the shipment from the third party supplier,
      starts the invoicing procedure:

    a) posts
      Goods Receipt;

    b) creates
      invoice;

    c) sends
      invoice to customer.

    


     

    
      	
              -

            	
              Intercompany
                PO placed to mother company:
                after customs clearance, starts invoicing procedure (Goods Receipt
                is
                posted by mother company):

            


    

    a) creates
      invoice;

    b) sends
      invoice to customer.

    


     

    
      	
              -
                

            	
              Third
                party suppliers send their invoices directly to the European Shared
                Services Center (ESSC) in Rijswijk for checking and payment. In case
                invoices are not compliant with POs, ESSC blocks/parks them and sends
                them
                to the local office for investigation and/or
                approval.

            


    

     

    


     

    2.23 Customer
      Service Rep.
      - filing

    - Archives
      all orders and POs when completed.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    1.11
      Pricing Strategic Accounts EMA

     

    List
      Pricing

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      European pricing coordinator receives excel form with all price and customer
      information and processes this information into SAP as list price 

    


    2.
      EPC
      validates what has been entered into SAP against actual price lists

    


    Competitive
      Prices (CPI - off list pricing)

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      EPC
      receive CPI form from sales or business support as excel form via lotus
      notes

    


    2.
      Enter
      CPI directly into SAP

    


    3.
      Two
      approvals are required for price to be accepted in the system

    


    4.
      Notify
      Hercules when CPI’s are available for approval

    


    5.
      Review
      exception reports to monitor timeliness / rejections etc in approval
      process

    


    6.
      Escalate delinquent approvals

    


    7.
      Notify
      Customer Service to update new prices on existing and new orders

    


    8.
      Interfaces with sales or business support to resolve any pricing
      issues

    


    Price
      Over-ride Process

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Orders
      on books, already priced, confirmed to customer for future shipment, no price
      shows up in SAP during order processing, disconnect between PO and SAP aut.
      price

    


    2.
      Revert
      to Industry Manager / Sales Mngr / Sales Repr with issue to check conditions
      before further order processing

    


    4.
      receive confirmation by email (CPI process started meanwhile for future
      orders)

    


    5.
      Advise
      all CSRs to go into SAP and bill block all orders that have pending price
      increases / other issues mentioned. 

    


    6.
      Remove
      bill block as required


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Over-ride prices where necessary and provide reason

    


    8.
      Continue with order process as described 

    


    1.12  SCR
      process - service related SCR’s

    


    1.
      CSR
      receives special customer service related request from Sales or external source
      (distributor / customer)

    


    2.
      Following internal discussion, decision will be taken to process the request
      via
      SCR database to seek formal approval by authorized approvers. 

     

    II
      Handling of agents / distributor orders 

     

    


    2.1 Handling
      of agents / distributor orders (EU) 

     

    


    For
      all
      processes see also sections 1.1 -> 1.14 Strategic Acccounts. 

    Differences
      are described below. If not described processes are identical to processes
      as
      described under Strategic Accounts. 

    


    2.
      Verify
      if agent / distributor is on authorized list representing Aqualon + check if
      commission levels (generic and exceptions) are authorized by Distribution
      Manager.

    


    4.
      Verify
      if lead time policy is being adhered to; if not record non compliance in
      distributor sheet for distributor stock orders. Same for other order
      discrepancies, order adjustments. etc 

    


    5.
      Calculate requested ship date using lead time as formally agreed with
      Distribution Manager for stock orders

    


    6.
      Verify
      quantity ordered for distributor stock meets guidelines in agreement with
      Distribution Manager 

    


    Others
      steps see 1.1 strategic accounts 

    


    
      	
              2.2

            	
              EXPORT
                ORDER ENTRY 

            


    

     

    Distributors
      / Agents via Singapore office 

     

    Same
      steps as handling of strategic accounts via Singapore
      office 

     

    2.3
      Handling of agents / distributor orders (Non
      EU) 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Same
      steps as handling of strategic accounts for EMA (Non EU) except for steps below.
      See Section 1.3.

    


    1.
      Order
      source is distributor, agent or customer 

    


    2.
      Verify
      if agent / distributor is on authorized list representing Aqualon + check if
      commission levels (generic and exceptions) are authorized by Distribution
      Manager.

    


    4.
      Verify
      if lead time policy is being adhered to; if not record non compliance in
      distributor sheet for distributor stock orders. Same for other order
      discrepancies, order adjustments. etc 

    


    5.
      Calculate requested ship date using lead time as formally agreed with
      Distribution Manager for stock orders

    


    6.
      Verify
      quantity ordered for distributor stock meets guidelines in agreement with
      Distribution Manager 

    .

    2.4
      Handling
      of agents / distributor orders
      via
      Moscow office 

     

    Same
      steps as handling of strategic accounts via Moscow office except for steps
      below. See Section 1.4.

    


    15a.
      Liaise with Moscow team with respect to truck loading to ensure pallets fit
      in
      the truck / appropriate material is collected ex warehouse by Russian forwarder.
      

    


    2.5
      Handling
      of agents / distributor Tianpu 

     

    Same
      steps as handling of strategic accounts via Moscow office. 

    See
      Section 1.5. 

    


    2.6
      Handling of consignment accounts agents / distributor 

    In
      principal not applicable otherwise section 1.6 applies

    


    2.6
      Handling of orders ex local stock agents / distributor 

    Same
      steps as handling of strategic accounts via local stock. 

    See
      Section 1.9

    


    2.7
      Handling of 3rd
      party orders agents / distributor 

    Same
      steps as handling 3rd
      party
      orders via local stock. 

    See
      Section 1.10

    


    2.8
      Pricing Agents / Distributors 

     

    Current
      process Customer Service (pricing project in process) 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Pricing

     

    1.
      Local
      Customer Service receives new market prices and validity criteria from sales,
      business support or transfer prices from distribution manager. Prices are
      maintained by local CSR in SAP via automatic pricing. 

    


    2.
      CSR
      validates what has been entered into SAP matches input 

    


    3.
      CSR
      processes orders against adjusted prices 

    2.9
      Price
      Over-ride Process

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      If
      price in SAP does not match price, inco terms, etc in SAP or manually (current
      process) maintained distributor price list on AQ CC drive in distributor
      subfolder then CSR consults Business Support, Sales, Distribution Manager to
      verify / receive price confirmation before prices in order can be confirmed
      to
      agent / distributors 

    


    2.
      CSR
      will put billing block at order subject to price verification.

    


    3.
      Following above confirmation prices in order will be updated / order
      confirmation will be send.

    


    4.
      Remove
      bill block as required and continue with order process 

    


    5.
      Adjusted prices will be updated in SAP by CSR 

    


    2.10
      SCR process - service related SCR’s

    


    1.
      CSR
      receives special customer service related request from Sales or external source
      (distributor)

    


    2.
      Following internal discussion, decision will be taken to process the request
      via
      SCR database to seek formal approval by authorized approvers. 

    


    III
      Handling
      of other direct accounts orders 

     

    


    Where
      applicable all processes / steps are identical to whole section strategic
      accounts with the exception of sections 1.7 and 1.8 which donot apply to other
      direct accounts.

    


    IV
      Handling
      of other export orders 

    (all
      orders except for strategic accounts)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    4.1
      Orders via Singapore office 

    


    All
      processes / steps are identical to section strategic accounts (section 1.2)
      albeit that these orders are handled by the export CSR whereas orders for
      strategic accounts are passed to CSR handling strategic accounts 

    


    4.2.
      Orders via BDP warehouse 

    


    1.
      Receive B/L from warehouse

    


    2.
      Create
      delivery 

    


    3.
      Enter
      PGI (Post Goods Issue) into SAP

    


    4.
      Print
      Invoice

    


    5.
      Review
      Invoice

    


    6.
      Courier invoice to customer

    


     

    4.3. Intercie
      orders Wilmington
      - Shipment
      from Europe to South America, or USA

     

    


     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive intercie purchase order in SAP

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery
      date, ship to, etc 

    


    3.
      Calculate requested ship date using DeRijke website 

    


    4.
      Pull
      applicable zpro

    


    5.
      Enter
      Sales order into SAP

    


    6.
      Verify
      P.O. number and sales order are linked

    


    7.
      perform 11 point check (same as before) by gatekeeper 

    


    8.
      Print
      order acknowledgement on US + MM printer 

    


    9
      In case
      of non / late availability follow order escalation process / expedited freight
      policy subject to (respect) of agreed upon - leadtime.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    10
      a -
      All Material allocated follow step 11 

    If
      Partial allocation

    a.
      inform
      stakeholders (Sales/ Customer) 

    b.
      subject to feedback arrange partial shipment, wait for complete order or start
      escalation process

    c.
      follow
      step 11 

     

    11.
      Material allocated

    a.
      send
      booking request by email to DeRijke for sea shipments

    b.
      booking confirmation received 

    -
      if not
      compliant revert with request for improved booking 

    c.
      send
      edi to DeRijke warehouse or Alizay + seperate edi to de rijke
      forwarding

    d
      Certificates of Analysis printed by MM and dropped on CS printer(s).


    


    Where
      applicable arrange inspection with inspection cie;s 

    


    16
      Confirmation from DeRijke warehouse / Alizay material has been
      loaded

    


    17.
      PGI
      done by CSR for derijke warehouse - for alizay shipments done by warehouse
      themselves 

    


    18.
      Invoicing and release invoice to accounting 

    


    19.
      Prepare set of documents 

    Receipt
      BL 

    Check
      BL
      content (express BL)  

    create
      direct collection by deutsche bank

    prepare
      documents - certificates of origin, legalized invoices, 

    export
      licenses, inspection reports, insurance documents

    send
      documents to customer / bank etc

    


    20.
      Send
      documents as hard copy to customer 

    


    21
      .
      Complete and archive file 

     

    4.4.
      Pricing 

     

    Orders
      are placed via Purchase orders with prices approved via upfront processes
      managed by issuiing office (both Singapore and Wilmington)

    


    


    4.5.
      SCR’ s

    Are
      created by issuing office 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    V
      Tasks of Business Support Europe 

    


    5.1
      Business
      Support Industry 

    


    5.1.1
      -
      Handle Industry specific questions other than Supply Chain (Shera, samples,
      quality questionnaires, literature, pricing, availability before order is
      submitted, etc.)

    


    Business,
      Support Repr. receives inquiry from Customer, Distributor / Agent

    or
      Sales.


    


    Based
      on
      expertise / knowledge next step will be taken either direct or after
      consultation with internal parties like Sales, Industry Mngt, CC Spv / Mngr,
      etc. 

    


    
      	 	
              1.

            	
              Sample
                requests will be submitted to European Sample
                Coordinators

            


    

    
      	 	
              2.

            	
              SHERA
                inquiries 

            


    

    
      	 	
              a.

            	
              Appropriate
                position paper(s) will be send to customer etc subject to enquiry
                

            


    

    
      	 	
              b.

            	
              Questionnaires
                will be discussed / filled together with other functions like SHERA
                Mngr.,
                Industry Mngr, Sales, etc subject to customer criticality, level
                of
                detail, etc

            


    

    
      	 	
              3.

            	
              Literature
                request will be submitted to literature room or internet reference
                will be
                made 

            


    

    
      	 	
              4.

            	
              Pricing
                (all steps within expected leadtime

            


    

    
      	 	
              a.

            	
              Receives
                price inquiry from agent / distributor (mainly MEA)
                

            


    

    
      	 	
              b.

            	
              Checks
                target price list in LN teamroom 

            


    

    
      	 	
              c.

            	
              Adds
                freight cost based on DeRijke website


            


    

    
      	 	
              d.

            	
              Determines
                together with Sales / Sales Mngt and based on input from Agent /
                Distr if
                price is competitive subject to parameters like industry / regional
                /
                country pricing, competition, necessity to pick up additional business,
                track records with customer, etc 

            


    

    
      	 	
              e.

            	
              If
                yes then offer will be issued following standard procedure
                

            


    

    
      	 	
              f.

            	
              If
                no then CPI will be issued to get approval from Sales Mngt / Industry
                Manager based on excel form 

            


    

    
      	 	
              g.

            	
              Following
                approval offer will be issued

            


    

    
      	 	
              h.

            	
              Repr.
                ensures follow up take place with agent / distributor where need
                in close
                cooperation with Sales 

            


    

    


    


    
      	 	
              5.

            	
              Availability
                prior to order placement 

            


    

    
      	 	
              a.

            	
              Receives
                request to check if material is available


            


    

    
      	 	
              b.

            	
              Checks
                with Mat Mngt team 

            


    

    
      	 	
              c.

            	
              Reverts
                to customer, agent / distr and informs on availability, lead time
                and
                request for order placement 

            


    

    
      	 	
              d.

            	
              Keeps
                Customer Service informed where need


            


    

    Business,
      Support Repr. receives inquiry from Customer, Distributor/ Agent or Sales.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    5.1.2.
      -
      Payment - Issues agents / customers 

    
      	 	
              1.

            	
              receives
                notification from Sales / ESSC / AR / DM regarding customer or agent
                which
                does not respect payment condition after standard dunning
                procedure

            


    

    
      	 	
              2.

            	
              contacts
                customer / agent subject to agreement with sales to ensure payment
                will be
                effected 

            


    

    
      	 	
              3.

            	
              notifies
                ESSC about status 

            


    

    


    5.1.3.
      -
      Payment new / adjusted Credit Applications agents / customers 

    
      	 	
              1.

            	
              Issues
                Credit Apllication form for new customers / adjusted payment conditions
                

            


    

    
      	 	
              2.

            	
              Send
                form to ESSC for approval (cc to
                Sales)

            


    

    
      	 	
              3.

            	
              Upon
                approval from ESSC inform customer, agent, sales and Customer Service
                (to
                adjust SAP Masterdata / Zpro) 

            


    

    


    5.1.4
      -
      Coordinate / issue technical service work requests for Sales

    


    
      	 	
              1.

            	
              Sales
                requests Bus Support Representative to launch technical Service work
                request in Lotus Notes Database 

            


    

    
      	 	
              2.

            	
              Repr.
                issues request in database 

            


    

    
      	 	
              3.

            	
              Coordinates
                process incl respect of timelines by either party
                

            


    

    
      	 	
              4.

            	
              Receives
                feedback from A&D Lab.

            


    

    
      	 	
              5.

            	
              Subject
                to criticality / distributor / agent to be informed either Sales
                or Bus.
                Support Repr.informs requesting party


            


    

     

    5.1.5
      -
      Coordinate technical complaint for Sales (see also complaint handling process
      in
      Lotus Notes)

    1..
      Sales
      requests Bus Support Representative to launch technical (product specification,
      application failure) complaint in Lotus Notes Database 

    2.
      Repr.
      issues request in database 

    3
      Coordinates process incl respect of timelines by either party 

    4
      Receives feedback from Internal Investigator.

    5.
      Subject to criticality / distributor / agent to be informed either Sales or
      Bus.
      Support Repr.informs external party 

    


    5.1.6
      -
      Coordinate / issue technical special customer request for Sales

    


    1.
      Sales
      requests Bus Support Representative to launch technical Special Customer Request
      in Lotus Notes Database 

    2.,
      Repr.
      issues request in database

    3.
      Coordinates process incl respect of timelines by either party 

    4.
      Receives feedback from final approver

    5.
      Subject to criticality / distributor / agent to be informed either Sales or
      Bus.
      Support Repr.informs requesting party 

     

    5.1.6
      -
      Handle Internet 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.

      

    


    


    
      	 	
              1.

            	
              receives
                internet request in business email
                box

            


    

    
      	 	
              2.

            	
              subject
                to request will handle themselves or seek advice from
                sales

            


    

    
      	 	
              3.

            	
              internal
                steps like sample request, literature request, etc
                

            


    

    
      	 	
              4.

            	
              informs
                customer / sales about actions taken


            


    

    


    5.1.7.
      -
      Exhibitions Activities (e.g., providing data) 

    


    
      	 	
              1.

            	
              Customer
                Care Manager receives request for participation


            


    

    
      	 	
              2.

            	
              Upon
                approval Business Support Representatives will support
                

            


    

    
      	 	
              3.

            	
              Coordinate
                action forms / follow up where appropriate / requested by Sales
                

            


    

    


    
      	 	
              5.1.8.

            	
              -
                Coordinate communication process of product / specification changes
                towards distributor / agents including sampling, literature updates,
                collection of feedback, etc applying to one
                industry

            


    

    
      	 	
              1.

            	
              Receives
                input from internal functions (Sales, CCM, IM, etc)
                

            


    

    
      	 	
              2.

            	
              Ensures
                that agent / distributor mailing list is actual (lotus notes address
                database or alternative) 

            


    

    
      	 	
              3.

            	
              Sends
                mailing to agents / distributors in scope


            


    

    
      	 	
              4.

            	
              Collects
                feedback and informs relevant internal parties (Sales, IM, etc)
                

            


    

    


    
      	 	
              5.1.9.

            	
              -
                Maintain address database (agents / distributors and where applicable
                direct customers) 

            


    

    
      	 	
              1.

            	
              receives
                input from different sources (sales, agent / distributor, customer,
                etc)

            


    

    
      	 	
              2.

            	
              updates
                lotus address database to ensure future mailings will be send to
                appropriate contact persons 

            


    

    


    
      	 	
              5.1.10.

            	
              Pricing
                - present process (pricing project in
                place)

            


    

    


    
      	 	
              1.

            	
              Receive
                or request input from Sales / Ind Mngt regarding prices
                

            


    

    
      	 	
              2.

            	
              Inform
                agents / distributor about price increase for specific industry
                

            


    

    
      	 	
              3.

            	
              Maintain
                / Review industry content distributor / agent price lists to ensure
                orders
                are processed at appropriate prices


            


    

    
      	 	
              4.

            	
              Liaise
                with Customer Service in case of questions about
                pricing

            


    

    
      	 	
              5.

            	
              Send
                agents / distributors industry price lists (where
                applicable)

            


    

    


    5.1.11
      -
      Commissions (current process)

    
      	 	
              1.

            	
              Inform
                CSR in case commission percentage has changed following approval
                by Distr
                Mngt and / or other stakeholders 

            


    

    
      	 	
              2.

            	
              Send
                payable commission lists (S. Europe) to agents


            


    

    


    5.1.12
      -
      Rebate process

    1.
      Following agreement made between sales and customer send complete Rebate opening
      form to CS person handling rebates 

    2.
      During
      annual process be involved / inform CS rebate person about 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. discrepancies
      in rebates

    
      	 	
              b.

            	
              completeness
                of total number of rebates in SAP versus
                agreed

            


    

    
      	 	
              c.

            	
              progress
                made versus plan / accrual 

            


    

    
      	 	
              d.

            	
              be
                involved in informing CS to adjust / close rebate
                before

            


    

    critical
      milestones (quarter / year end ) to ensure profits are pulled into appropriate
      period 

    3.
      Support Sales with rebate closure process by issuing complete Rebate closure
      form to CS person handling rebates following to close rebate 

     

    5.1.13
      -
      KPI analysis 

    
      	 	
              1.

            	
              Receive
                agent KPI’s from reporting team

            


    

    
      	 	
              2.

            	
              Analyze
                KPI’s (leadtime, size or order, a.o)


            


    

    
      	 	
              3.

            	
              Come
                up with recommendations towards different stakeholders to improve
                /
                optimize business structure 

            


    

    


    
      	 	
              5.1.14

            	
              -
                Prepare bi annual Agent performance
                reviews

            


    

    
      	 	
              1.

            	
              see
                under section Business Support Generic


            


    

    
      	 	
              5.1.15

            	
              -
                Reporting / Analysis / Business Follow up / Maintenance of competitive
                data

            


    

    
      	 	
              1.

            	
              Issue
                (mid)month reports with Now Looks, open orders (subject to
                demand)

            


    

    
      	 	
              2.

            	
              Issue
                overview status of offers issued

            


    

    
      	 	
              3.

            	
              Compare
                Sales results todate with previous
                year,

            


    

    
      	 	
              4.

            	
              Submit
                comments to Sales Manager subject to Industry demands)
                

            


    

    
      	 	
              5.

            	
              Issue
                Now Looks + Sales Plan together with industry sales (where applicable
                /
                agreed with sales) 

            


    

    
      	 	
              6.

            	
              Follow
                if indent customers place orders 

            


    

    
      	 	
              7.

            	
              Sample
                follow up (content)

            


    

    
      	 	
              8.

            	
              Competitive
                data maintenance (volumes, prices, etc) subject to industry
                

            


    

    


    Business
      Support Generic - Distributors 

    


    
      	 	
              5.2.1.

            	
              -
                Forecasting for distributors

            


    

    1.
      Receive forecast sheets from demand planners for distributors in scope


    2.
      Pass
      sheets to distributors 

    3.
      Ensure
      sheets are returned timely by Distributors

    4.
      Check
      content of forecast sheets and identify / discuss / adjust gaps

    5.
      Send
      final sheet to demand planner

    


    
      	 	
              5.2.2.

            	
              Maintain
                Lotus Notes address contact database


            


    

    1.
      see
      process Business Support Industry above - BSG maintains generic contact info.
      

    


    
      	 	
              5.2.3.

            	
              -
                Mailings to distributors 

            


    

    
      	 	
              1.

            	
              Business
                Support Generic receives input from different stakeholders (IM, DM,
                CCM,
                SCM) regarding generic themes (price increase, packaging changes, etc)
                

            


    

    
      	 	
              2.

            	
              BSG
                sends generic email / attachment to agents / distributors
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    5.2.4.
      -
      Payment - Issues distributors 

    1.
      Receives notification from Sales / ESSC / AR / DM regarding customer or


    agent
      which does not respect payment condition after standard dunning 

    procedure

    2.
      contacts customer / agent subject to agreement with DM to ensure

    payment
      will be effected 

    3.
      Notifies ESSC / DM about status 

    


    5.2.5
      -
      Payment new / adjusted Credit Applications distributors 

    
      	 	
              1.

            	
              Issues
                Credit Apllication form for new distributors / adjusted payment conditions
                

            


    

    2.
      Send
      form to ESSC for approval (cc to DM)

    
      	 	
              3.

            	
              Upon
                approval from ESSC inform distributor, DM, sales and Customer Service
                (to
                adjust SAP Masterdata / Zpro)

            


    

    


    5.2.6
      -
      Performance ratings bi-annually

    1.
      BSG
      assembles input / data from various angles (Sales, CS, ESSC, distributors,
      KPI
      reports, etc)

    2.
      Based
      on input bi-annually a distributor performance rating sheet will be issued
      for
      all distributors /agents.

    3.
      Upon
      completion form will be submitted to Distribution Manager for review with
      distributor

    4.
      Final
      performance sheets are posted on shared drive

    


    


    5.2.7
      -
      KPI analysis distributors

    1.
      Receive distributor KPI’s from reporting team

    2
      Analyze
      KPI’s (leadtime, size or order, a.o) 

    3.
      Come
      up with recommendations towards different stakeholders to improve 

    /
      optimize business structure 

    


    5.2.8
      -
      Coordinate Quarterly settlement process 

    


    1.
      Receive monthly ex stock sales from all distributors in scope 

    2.
      Compare above sales with sales in business warehouse

    3.
      Based
      on minimum volumes propose to sales managers to make restatements to industries
      to reflect “true” industry sales

    4.
      Receive approvals or remarks from Sales Mngrs 

    5.
      Adjust
      restatements if need 

    6.
      Request CS to identify SAP order lines which can be restated 

    7.
      Submit
      data to DM Team to make restatements etc.

     

    5.2.9.-
      Follow up on distributor stock sales and other reports

    1.
      Ensure
      that all distributors submit agreed upon reports to appropriate contacts within
      expected time frames ( monthly sales reports, quarterly reports,
      etc)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    5.2.10.-
      Maintain distributor price lists (current process - part of pricing project
      to
      identify improvements) 

    


    1.
      Manually maintain all distributor price lists based on input from different
      angles (sales, DM, CCM, Bus Support Industry, etc)

    2.
      Ensure
      updated price lists are posted on shared drive for overall access and order
      processing by CS

    3.
      Ensure
      price lists are send out to distributors which are entitled to receive price
      lists 

    


    5.2.11-
      Communicate generic price increases to distributors / maintain price


    lists
      

    


    1.
      Receive input from CCM / DM / Ind Mngt / Sales regarding price
      increase

    2.Inform
      agents / distributor about price increase for specific industry 

    3.
      Maintain / Review industry content distributor price lists to ensure orders
      are
      processed at appropriate prices 

    4.
      Liaise
      with Customer Service in case of questions about pricing

    5.
      Send
      distributors price lists for all industries (where applicable)

    


    5.2.12
      -
      Coordinate price support Distributors 

    


    1.
      Distributors have special prices to retain specific agreed upon
      customers

    2.
      Distributors are charged at normal standard transfer price

    3.
      Business Support receives on monthly / quarterly basis overview
      from

    Distributor
      with customers sales (price - volume) 

    
      	 	
              4.

            	
              Business
                Support matches info with prices agreed upon / volumes sold
                to

            


    

    Distributor
      stock 

    
      	 	
              5.

            	
              Business
                Support submits file to Distribution Manager for approval
                

            


    

    
      	 	
              6.

            	
              Upon
                approval informs CSR to issue Credit Note


            


    

    


    VI
       Other
      generic Customer Service processes

     

    1.
      Preship Sample Process, Inspections , Import licenses 

     

    (Samples
      sent to Customer for testing; track through SAP)

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      CSR Header Notes or instructions in intercie purchase orders for pertinent
      details

    


    3.
      Request made to send pre-ship sample prior to shipment after consultation with
      stakeholders 

    


    4.
      Notify
      Mat. Mngt to allocate batches involved via SAP process


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    5.
      a. For
      import licenses wait for importlicense number 

    .
      upon
      receipt book order etc with DeRijke + standard order process 

    


    5.
      b. pre
      sample 

    Delivery
      to warehouse - instruction to send out turn sample to customer 

    Batches
      allocated by MM

    Upon
      approval from customer follow order process

    If
      not
      approved - cancel delivery 

    New
      sample selection etc 

    


    5.
      c
      inspection 

    Delivery
      made 

    Schedule
      appointment with Inspection office 

    Warehouse
      notified via EDI

    Goods
      prepared for inspection 

    Inspection
      performed 

    If
      ok
      follow order process 

    2.
      Expedited Freight - Hercules Pays Freight

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    If
      customer is paying for freight costs no approval is necessary

    If
      Hercules pays freight :

    


    1.
      Receive order

    


    2.
      Request made to expedite order

    


    3.
      Check
      rates for expedited freight / delivery performance levels with DeRijke


    


    4.
      Obtain
      approval via escalation procedure subject to amount / DOA agreed 

    


    5.
      Contact DeRijke and warehouse / plant with requirement

    


    6.
      Place
      order

    


    3.
      Air
      Freight Policy - Hercules Pays Freight

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    If
      customer is paying for freight costs no approval is necessary

    If
      Hercules pays freight :

    


    1.
      Receive order


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Request made to expedite order

    


    3.
      Check
      rates for expedited freight / delivery performance levels with DeRijke


    


    4.
      Obtain
      approval via escalation procedure subject to amount / DOA agreed 

    


    5.
      Contact DeRijke and warehouse / plant with requirement

    


    6.
      Place
      order

    


     

    4.
      No
      Charge Order Policy

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Request made to ship order at no charge

    


    3.
      Obtain
      approval from Industry Manager / Sales Manager

    


    4.
      Calculate requested ship date using DeRijke leadtimes 

    


    5.
      Enter
      No Charge Order type (TANN order) into SAP

    


    5.
      Orders
      Shipped/Not Billed

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      SAP report (ZVDEL / ZFSAS)

    


    2.
      Investigate each order on report

    


    3.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    6.
      Orders
      Billed not Released to Accounting

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      SAP report (AQSD01W3)

    


    2.
      Investigate each order on report


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    5.
      Mail
      invoice

    


    7.
      Manual
      Invoice - Credit Memo Issuance

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      request for credit memo to be issued

    


    2.
      Review
      all documentation for approvals

    


    3.
      Enter
      credit requests into SAP

    


    4.
      Approve credit request in SAP by supervisor 

    


    5.
      Print
      credit invoice

    


    6.
      Review
      credit invoice

    


    7.
      Mail
      credit invoice to customer

    8.
      How to
      Request a Freight Quote / leadtime 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.Check
      DeRijke website 

    


    2.
      If not
      on website approach DeRijke for any rate / leadtime 

    


    9.
      CUSTOMER
      COMPLAINT PROCESS 

     

    (present
      European process - adjustments in progress)

     

    A.
      Preparation
      of a Customer Complaint/Resolution

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into lotus notes complaint database or Non Conformity form
      

    


    2.
      If
      return is required, CSR enters return order into SAP

    


    3.
      If
      material is to be replaced, CSR enters new order in SAP to be sent to
      customer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      If
      material is to be destroyed, CSR advises customer once approved CCA is approved
      in database by Industry Manager

    


    B.
      How to
      Handle Damaged and Carrier Complaints 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into Non Conformity sheet 

    


    2.
      NC is
      send to European coordinator 

    


    3.
      Upon
      revision EC sends NC to DeRijke for review / corrective actions

    


    4.
      Feedback received from DeRijke and submitted to CSR 

    


    5.
      EC
      maintains status, liabilities etc in overview incl KPI’s for monthly performance
      review with DeRijke 

     

    6.
      If
      return is required CSR enters return order into SAP

    


    7.
      If
      material is to be replaced, CSR enters new order in SAP to be sent to
      customer

    


    8.
      If
      material is to be destroyed, CSR advises customer once approved by Management
      

    


    C.
      Processing of Returns (not only for complaints)

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive notification from customer to return material

    


    2.
      Determine if an approved complaint report is available; if so

    advise
      customer to return material in accordance with complaint report

    


    3.
      Enter
      return order in SAP notating product and quantity to be returned

    


    4.
      Fill
      Return sheet with relevant information to be approved by CC Supervisor and
      Mat
      Mngt  

    


    5.
      Issue
      EDI to notify forwarder to pick up material 

    


    6.
      Send
      form to receiving location (plant or warehouse) to notify

    


    7.
      Receiving location physically receives the material

    


    8.
      Notification from warehouses that material has been received 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Receiving location enters return delivery and post goods issue into SAP (Alizay
      does GR - Antwerp GR by MM)

    


    10.
      CSR
      releases the credit invoice to the customer

    


    11.
      Release Credit note by Supervisor 

    


    11.
      Print
      the invoice

    


    12.
      Review the invoice for accuracy

    


    13.
      Mail
      the invoice when required 

    VII.
      CUSTOMER
      MASTER DATA 

     

    All
      masterdata changes are archived in file for SOX compliance 

     

    A.
      Request for Tax Exemption Certificate

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Determine if a new customer is tax exempt

    


    2.
      Set
      master data at -0- “tax exempt”

    


    3.
      Send
      letter to the customer requesting their tax exemption certificate

    


    4.
      Receive signed tax exemption certificate from customer

    


    5.
      File
      in customer file

    B.
      Update
      and Maintain Tax Code by Customer & Sales Record for GST/VAT

     

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive input from TAX dept. 

    


    2.
      Maintain Zpro either manual or DLSM table 

    C.
      Agent
      Commissions (Create Master Data File)

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Legal
      agreement in place, provides products covered, rate % of commission to be issued
      and on what basis

    


    2.
      Create
      agent number in SAP


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Enter
      % discount in pricing conditions

    


    4.
      Partner agent number to respective zpro

    


     

    D.
      Process for Creating a Sold to/Ship to

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive an order from a new customer with sold to and ship to
      information

    


    2.
      Create
      the address(s) in SAP master data using the information provided by the customer
      filling in the data on the appropriate screens

    


    3.
      Partner sold to, ship to and payer numbers to the sold to party in
      SAP

    


    E.
      Process for Creating / adjusting a payment condition in SAP 

     

    


    1.
      Receive approved credit application form from ESSC

    


    2.
      Process request in SAP

    


    F.
      Salesman Number Changes

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive new salesman assignments

    


    2.
      Partner new salesman number to “Customer Sold To”

    


    3.
      Update
      appropriate ZPRO(s) at the item partner level and makes the change

    


    G.
      IPC
      Changes

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive new IPC assignments

    


    2.
      Partner new IPC to “Customer Sold To” / Ship to location

    


    3.
      Update
      appropriate ZPRO(s) at the IPC code level and makes the change

     

    


     

    H.
      Extend Materials in SAP 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    a.
      existing materials to be extended to new sales org / plant 

    CS
      Masterdata contact liaises with different contacts (procurement, Quality, plant)
      to ensure set up in SAP is complete for order processing

    b.
      new
      materials 

    . CS
      masterdata contact submits request via lotus notes database 

    


     

    


     

    I.
      Synchronize
      SAP Zpro and Masterdata 

     

    


     

    On
      intermittent basis compare ZPRO / Masterdata with appropriate reports Make
      adjustments where need.
      

    


    


     

    VIII REBATE
      PROCESS

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive RRF (Rebate Request Form) from sales representative / business support
      industry repr. via email

    


    2.
      Request sales mngt and business management approval

    


    3.
      Create
      rebate in SAP

    


    4.
      Created after beginning validity, do accruals for time between beginning
      validity and rebate creating

    


    5.
      If
      need (late receipt of rebates a.o.) make make manual accruals for previous
      months

    


    6.
      If
      rebate is not direct (through distributor, agent, or entity not on SAP), do
      monthly accruals 

    


    7.
      After
      ending validity, check rebate and request agreement of sales representative
      to
      settle rebate for specific amount.

    


    8.
      Upon
      agreement of sales representative, request approval of sales mngt and business
      management to settle rebate


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      Settle
      rebate and send rebate credit or order as FOC material to Customer Service
      /
      Customer

    


    10.
      Liaise with CSR that FOC order has been shipped / invoiced 

    


    11.
      Close
      rebate 

    


     

    VIIII` SAMPLE
      PROCESS 

     

    


     

    DIRECT
      CUSTOMERS AND AGENTS

     

    


    
      	
              -

            	
              Customer/Agent
                places sample order with Sales
                Representative

            


    

    
      	
              -

            	
              Sales
                Representative completes standard sample order form and sends to
                Sample
                Administrator

            


    

    
      	
              -

            	
              Sample
                Administrator coordinates the shipment of the sample with the Sample
                Room
                in Zwijndrecht, AWT Duesseldorf or
                Alizay

            


    

    
      	
              -

            	
              Sample
                Room confirms the shipment to the original requester of the sample
                and to
                the Sample Administrator

            


    

    
      	
              -

            	
              On
                a monthly basis excel file with pivot table options will be made
                available
                (for all sales representatives and business support) in a team
                room

            


    

     

    


     

    DISTRIBUTORS

     

    


    
      	
              -

            	
              Distributors
                will place sample orders in standard format directly with the Sample
                Administrator, and will send a copy of the sample request to the
                appropriate Sales Representative/Business Support (see notes
                below)

            


    

    
      	
              -

            	
              Sample
                Administrator coordinates the shipment of the sample with the Sample
                Room
                in Zwijndrecht, AWT Duesseldorf or
                Alizay

            


    

    
      	
              -

            	
              Sample
                Room confirms the shipment to the original requester of the sample
                and to
                the Sample Administrator

            


    

     

    


    


    On
      a
      monthly basis excel file with pivot table options will be made available (for
      all sales representatives and business support) in a team room

    


    X
      REPORTING AND RECORDS RETENTION

     

    1. REPORTING

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Supplier’s responsibilities include, but are not limited to the
      following:

     

    


    1.
      Perform standard reporting requirements as defined

    


    2.
      Provide Ad Hoc reports as requested

    


    2.
      Record
      Retention

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Retain
      source documentation and reports

    


    2.
      Provide scanned document images for source documentation and reports - hard
      copies, CD Rom, Fiche, Film and imaging - in accordance with Hercules policies
      and procedures

    


    3.
      Retrieve archived reports and documentation as requested by
      Hercules

    


    4.
      Maintain documentation in accordance with Hercules policies and
      procedures

    5.
      Dispose of documentation in accordance with Hercules policies and
      procedures

    XI
      PERFORMANCE MEASUREMENT AND EFFECTIVENESS

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Provide consistent metrics and process performance information as defined in
      this document

    


    2.
      Provide explanations relative to performance levels, root-cause analyses,
      corrective measures planned, etc. as requested by Hercules

    


    3.
      Monitor and report performance and service levels, using agreed upon measurement
      processes, tools and methodologies

    


    4.
      Review
      existing processes to evaluate process performance and work with Hercules
      management to develop action plans to improve upon current performance
      levels

    


    XII
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Continuously audit adherence to Hercules accounting rules and
      requirements

    


    2.
      Facilitate Hercules audit of processes, including compliance with defined rules
      and requirements


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.4C

    


    Order
      to Invoice (OTI)

    Europe
      PTV (Paper)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    Table
      of
      Contents

    


    I.
      INTRODUCTION 3

    II.
      GENERAL REQUIREMENTS 3

    II.
      Aqualon in Process 

    III.
      PT&V Division 4

    1.0
       ORDER
      ENTRY4

     

      1.1
        Order entry , including distributors

    

    1.2
      Goods
      Receipt third party orders

    1.3
      Consignment accounts

    1.4
      Export (outside EU) order entry

    1.5
      Stock
      Transfer Orders

    1.6
      Import material for PT&V EU Accounts

     

    
      	
              2.0

            	
              CONTRACT
                ADMINISTRATION..................................................................8

            


    

    
      	
              3.0

            	
              DISTRIBUTOR DISCOUNTS.....................................................................8

            


    

    4.0 AGENT
      COMMISSION..................................................................9

    
      	
               5.0

            	
              PRICING
                AND FREIGHT ACCRUAL ADMINISTRATION.....................9

            


    

    
      	 	
              5.1
                Pricing
                Adminstration

            


    

    5.2
      Freight accruals

    
      	
              6.0

            	
              REBATE
                ADMINISTRATION.........................................................10

            


    

    7.0 WAREHOUSE
      REPLENISHMENT (finished goods).........................10 

    8.0
      CUSTOMER COMPLAINT PROCESS................................................11

    8.1
      Preparation of a customer complaint / Resolution

    8.2
      How
      to handle a Damaged product and Carrier complaint

    8.3
      Processing of a product return

    9.0 CUSTOMER
      MASTER DATA........................................................12

    9.1
      Request for a tax Exempt Certificate

    9.2
      Process for creating a sold to / ship to

    9.3
      Salesman Number Change

    10.0 INVOICING
      AND CREDITING.......................................................13

    10.1
      Orders shipped not billed

    10.2
      Orders billed, not released to accounting

    11.0 REQUEST
      EXTENTION OF MATERIAL..........................................14

    IV.
      REPORTING AND RECORDS RETENTION    11

     

    V.
      PERFORMANCE MEASUREMENT AND EFFECTIVENESS 14

    VI.
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE 15


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      INTRODUCTION

     

    This
      Schedule sets forth the EU Order To Invoice (OTI) Business Process Services
      that
      the Supplier will provide, as of the Commencement Date unless otherwise
      specified. The Statements of Work defined in this Schedule were developed to
      include all in-scope activities performed by affected employees within the
      HERCULES Order To Invoice (OTI) function for EU PTV. The Supplier will be
      responsible for all functions performed by employees affected by the proposed
      outsourcing of services.

     

    II.
      GENERAL REQUIREMENTS

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

     

    1.
      Understand all HERCULES OTI policies and how current processes and systems
      map
      against those policies. Additionally, the Supplier will communicate any issues
      back to HERCULES and retain the responsibility of resolving all
      issues.

    


    2.
      Provide input to HERCULES on policy change opportunities, proposed policy
      changes, industry direction, and how the policy changes will impact then-current
      work processes and Systems.

    


    3.
      Ensure
      that existing and new HERCULES policies are incorporated into the systems and
      processes. 

    


    4.
      Ensure
      that HERCULES established policy guidelines are followed and report policy
      exceptions promptly to HERCULES.

    


    5.
      Identify and resolve issues related to OTI work processes. Provide guidance
      and
      advice to HERCULES on then-current work process design and potential
      implications.

    


    6.
      Comply
      with HERCULES processes and Systems security and access policies.

    


    7.
      Drive
      continuous improvement of the work processes, documentation and
      Services.

    


    8.
      Support HERCULES internal audit and Third-Party audit to ensure compliance
      with
      existing HERCULES and US GAAP rules and requirements in accordance with Section
      XX of the Agreement. 

    


    9.
      Prepare and maintain the process and testing documentation and testing required
      by the Sarbanes-Oxley Act 2002, (US Centric) in accordance with the
      methodologies established 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.

      

    


    10.
      Provide support processing capabilities in the following languages: English,
      French, German, Spanish, Swedish, Finnish, Italian, Portuguese,
      Dutch.

    


    11.
      Provide support processing capabilities for the following hours of operations:
      6:00am to 6:00pm Central European Time.

    


    12.
      Provide support process capabilities in accordance with the monthly closing
      schedule for each country in scope.

    


    III.
      PT&V Division 

     

     

    
      	
              1.0

            	
              ORDER
                ENTRY

            


    

     

    1.1(Customer
      already exists, including distributors) 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              create
                / maintain customer masterdata (sold-to, ship-to, ZPRO, partner
                functions)

            


    

    
      	 	
              2.

            	
              Receive
                order via fax, phone, mail, 

            


    

    


    
      	 	
              3.

            	
              Review
                order for completeness: P.O. Number, product, quantity, requested
                delivery
                date, ship to, (11check points in total)


            


    

    


    
      	 	
              4.

            	
              Pull
                applicable zpro

            


    

    


    
      	 	
              5.

            	
              Enter
                order into SAP

            


    

    


    
      	 	
              6.

            	
              Print order
                acknowledgement

            


    

    


    
      	 	
              7.

            	
              Review
                order details including verification of price (check all orders for
                accuracy and pricing (SOX key
                controls)

            


    

    


    
      	 	
              8.

            	
              Mail
                order acknowledgement

            


    

    


    
      	 	
              9.

            	
              process
                equipment sales based on ERF
                database

            


    

    


    
      	 	
              10.

            	
              send
                purchase orders to 3rd party suppliers and progress the
                orders

            


    

    


    
      	 	
              11.

            	
              produce
                delivery documents for own production materials and resale stock
                from
                warehouses

            


    

    


    
      	 	
              12.

            	
              prepare
                and print shipping papers, including trem cards, COA, packing
                list

            


    

    


    
      	 	
              13.

            	
              liaison
                with transport companies regarding collection dates and
                availability

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

            	
              process
                return orders / transfers

            


    

    1.2
      Goods
      receipt on THIRD PARTY ORDERS 

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Create
                Post Goods Receipts for (third party) Purchase
                0rders

            


    

    


    2. Follo w
      up with
      third party vendors on missing copies of invoices (as Proof of
      Delivery)

    


    
      	 	
              3.

            	
              Monitor
                invoices which fail to release to
                accounting.

            


    

    


    
      	 	
              4.

            	
              Obtain
                Proof of Delivery from carriers

            


    

    


    
      	 	
              5.

            	
              Generates
                late invoicing report and follows up with vendors on any delayed
                shipment
                items

            


    

     

    1.3 Consignment
      Accounts

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Receive
                order

            


    

    


    
      	 	
              2.

            	
              Verify
                if customer is a consignment
                account

            


    

    


    
      	 	
              3.

            	
              Review
                order for completeness: P. O. number, product, quantity, requested
                delivery date

            


    

    


    
      	 	
              4.

            	
              Pull
                zpro

            


    

    


    
      	 	
              5.

            	
              Create
                a PO in case product is 3rd
                party vendor

            


    

    


    
      	 	
              6.

            	
              Enter
                replenishment order (KB) into SAP

            


    

    


    
      	 	
              7.

            	
              Print
                order acknowledgement

            


    

    


    
      	 	
              8.

            	
              Review
                order details (check all orders for accuracy and pricing (SOX key
                controls)

            


    

    


    


    
      	 	
              9.

            	
              Mail
                order acknowledgement

            


    

    1.4
      EXPORT (outside EU) ORDER ENTRY 

     

    


    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Receive
                order via e-mail, fax 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. Review
      order for completeness; P. O. number, product, quantity, price, requested
      delivery date, ship to, INCO terms

    


    
      	 	
              3.

            	
              Determine
                if letter of credit will be used

            


    

    


    
      	 	
              4.

            	
              Determine
                if trading company will be utilized

            


    

    


    
      	 	
              5.

            	
              Validate
                order quantity if containerized

            


    

    


    
      	 	
              6.

            	
              Pull
                zpro

            


    

    


    
      	 	
              7.

            	
              Enter
                order into SAP; manually enter price and freight costs (obtained
                from
                Logistics partner)

            


    

    


    
      	 	
              8.

            	
              Print
                order acknowledgement

            


    

    


    
      	 	
              9.

            	
              Review
                order details including price
                verification

            


    

    


    
      	 	
              10.

            	
              Create
                and courier export documents for customs clearance to shipping
                location

            


    

    1.5
      Stock
      Transfer Orders (INTER-COMPANY ORDER ENTRY)

     

    
      	 	
              1.

            	
              Create
                a Stock Transport Purchase Order

            


    

    
      	 	
              1.

            	
              Complete
                the Item Overview Screen

            


    

    
      	 	
              2.

            	
              Enter
                Header Text if needed

            


    

    


    
      	 	
              2.

            	
              Create
                output to print STO for the supplying and receiving
                locations

            


    

    


    
      	 	
              3.

            	
              Update
                the source list to add the supplying plant.


            


    

    


    
      	 	
              4.

            	
              Update
                PO acknowledgement date and quantity in
                STO.

            


    

    


    
      	 	
              5.

            	
              Display
                Delivery Due List and Create Delivery
                Document

            


    

    


    
      	 	
              6.

            	
              Check
                partners in the delivery

            


    

    


    
      	 	
              7.

            	
              Create
                a Zero quantity delivery for PT&V going to Logistic partner
                DeRijke

            


    

    


    
      	 	
              8.

            	
              Complete
                the batch selection and picking
                process

            


    

    


    
      	 	
              9.

            	
              Automatic
                Update to STO with valuation type.

            


    

    


    
      	 	
              10.

            	
              Change
                delivery to print shipping papers

            


    

    


    
      	 	
              11.

            	
              Post
                Goods Issue - when shipment has departed


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              12.

            	
              Partial
                delivery on STO when batch valuation type on 2nd delivery is not
                the same
                as 1st delivery.

            


    

    


    


    


    1.6 Import
      Material for PT&V EU. Accounts

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive order

    


    2.
      Review
      order for completeness: P. O. number, product, quantity, requested delivery,
      INCO terms, special requests, U.S. port of entry, pricing

    


    3.
      Pull
      zpro

    


    4.
      Enter
      order into SAP; bill block order

    


    5.
      Auto
      create a purchase order to Hercules Inc.

    


    6.
      Verify
      sales order and purchase order are linked

    


    7.
      Print
      order acknowledgement

    


    8.
      Review
      order details

    


    9.
      Mail
      order acknowledgement to customer

    


    2.0 CONTRACT
      ADMINISTRATION

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    Receive
      (monthly usage) reports from sales for monthly billing.

    


    
      	 	
              1.

            	
              Create
                debit invoices for contracts

            


    

    


    
      	 	
              2.

            	
              Process
                inventory adjustments for contract
                products

            


    

    


    
      	 	
              3.

            	
              Enter
                Consignment (“KE”) order into SAP

            


    

    


    
      	 	
              4.

            	
              Create
                KE delivery note

            


    

    


    
      	 	
              5.

            	
              Create
                and print invoice

            


    

    


    
      	 	
              6.

            	
              Review
                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.

      

    


    


    
      	 	
              7.

            	
              Mail
                invoice to customer

            


    

    


    
      	 	
              8.

            	
              Receives
                approvals for any changes to be preformed on
                contracts.

            


    

    


    
      	 	
              9.

            	
              Perform
                additions, modifications, deletions on contracts on a daily
                basis

            


    

    


    
      	 	
              10.

            	
              Interface
                with credit to resolve issues

            


    

    


    
      	 	
              11.

            	
              Interacts
                with Sales Reps for inventory and pricing
                issues

            


    

    


    


    3.0 Distributor
      Discounts

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Enter
      PGI 

    


    2.
      Review
      invoice details in SAP

    


    3.
      Remove
      bill block

    


    4.
      Print
      invoice

    


    5.
      Review
      invoice

    


    6.
      Mail
      invoice

    


    4.0 Agent
      Commissions (Create Master Data File)

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Legal
                agreement in place, provides products covered, rate % of commission
                to be
                issued and on what basis

            


    

    


    
      	 	
              2.

            	
              Create
                agent number in SAP

            


    

    


    
      	 	
              3.

            	
              Enter
                % discount in pricing conditions

            


    

    


    
      	 	
              4.

            	
              Partner
                agent number to respective zpro

            


    

    


    
      	 	
              5.

            	
              Run
                report ZVPRI202 and get validation of correctness from agent and
                distribution mgr.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    5.0 PRICING
      AND FREIGHT ACCRUAL ADMINISTRATION

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    5.1
      Pricing Administration:

    
      	 	
              1.

            	
              Notified
                on Price request from sales via lotus
                notes

            


    

    


    
      	 	
              2.

            	
              Notify
                Customer / Material master administrator in CSR when material need
                to be
                extended

            


    

    


    
      	 	
              3.

            	
              One
                (1) or two (2) approvals are required depending on the business for
                price
                to be accepted in the system

            


    

    


    
      	 	
              4.

            	
              Enter
                Price request directly into SAP pricing conditions
                

            


    

    


    
      	 	
              5.

            	
              Review
                exception report to monitor timeliness of approval
                process

            


    

    


    
      	 	
              6.

            	
              Escalate
                delinquent approvals

            


    

    


    
      	 	
              7.

            	
              Notify
                Customer Service to update new prices on existing and new
                orders

            


    

    


    
      	 	
              8.

            	
              Maintain
                price list based on input from SBU management in price list Lotus
                Notes
                database

            


    

    


    
      	 	
              9.

            	
              Maintain
                corporate pricing in price list Lotus Notes
                database

            


    

    


    
      	 	
              10.

            	
              Interfaces
                with sales to resolve any pricing
                issues

            


    

    


    
      	 	
              11.

            	
              Run
                and review price override report and take appropriate action to correct
                pricing conditions in SAP

            


    

    


    5.2
      Freight accrual Administration:

    


    1.
      Update
      freight condition records in SAP based on input from European Freight
      manager.

    


    2.
      Review
      manual freight accrual input on orders and invoices and make
      corrections.

    


    3.
      Check
      the freight bill from the logistic partner. Investigate freight bills that
      require scrutiny , interface with Herc. logistic / CSR / ...logistics partner to
      resolve issues.

    


    


     6.0 REBATE
      ADMINISTRATION

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Receives
                info on rebate agreement with customer from Herc. Sales
                department.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

            	
              Set
                up rebate agreement in SAP

            


    

    


    
      	 	
              3.

            	
              Run
                rebate report and send out to sales management on quarterly basis
                for
                review

            


    

    


    
      	 	
              4.

            	
              Correct
                on a monthly basis the
                accrual amount and payment amount to be
                equal.

            


    

    


    
      	 	
              5.

            	
              Adjust
                the rebate agreement based on info from sales (manually adjust
                retroactieve)

            


    

    


    
      	 	
              6.

            	
              Settle
                rebate agreement at end of agreement period based on info from
                sales.

            


    

    


     

    7.0
       WAREHOUSE
      REPLENISHMENT (finished goods).

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Set
                up and maintain MRP data in SAP based on info from and communication
                with
                Inventory manager.

            


    

    


    
      	 	
              a.

            	
              Liaison
                with suppliers and sister companies re production volumes, forecasts
                and
                availability

            


    

    
      	 	
              b.

            	
              Liason
                with sales on sales forecast

            


    

    


    


    
      	 	
              2.

            	
              Create
                Purchase Order (PO or STO) for stock replenishment of resale inventories
                at plants or warehouses.

            


    

    


    
      	 	
              3.

            	
              Where
                applicable, review data on pre loaded tanker shedule from logistic
                partner.

            


    

    


    
      	 	
              4.

            	
              Maintain
                spreadsheet to keep track of expire
                date.

            


    

    


    8.0 CUSTOMER
      COMPLAINT PROCESS

     

    8.1 Preparation
      of a Customer Complaint/Resolution

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into lotus notes complaint database

    


    2.
      If
      return is required as requested by sales in product return database PT&V EU,
      CSR enters return order into SAP

    


    3.
      If
      material is to be replaced as requested by sales in product return database
      PT&V EU, CSR enters new order in SAP to be sent to customer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      If
      material is to be destroyed as requested by sales in product return database
      PT&V EU,, CSR contacts master requisitioner to create PO

    


    8.2 How
      to
      Handle Damaged and Carrier Complaints

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      CSR
      enters complaint into lotus notes complaint database

    


    2.
      If
      return is required as requested by sales in product return database PT&V EU,
      CSR enters return order into SAP

     

    3.
      If
      material is to be replaced as requested by sales in product return database
      PT&V EU, CSR enters new order in SAP to be sent to customer

    


    4.
      If
      material is to be destroyed as requested by sales in product return database
      PT&V EU,, CSR contacts master requisitioner to create PO

    


    8.3 Processing
      of Product Returns

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    
      	 	
              1.

            	
              Receive
                notification from customer or sales to return
                material

            


    

    


    
      	 	
              2.

            	
              Determine
                if an approved complaint report is available in the PT&V EU Product
                Return Lotus Notes database; if so advise customer to return material
                in
                accordance with complaint report

            


    

    


    
      	 	
              3.

            	
              Enter
                return order in SAP notating product and quantity to be
                returned

            


    

    


    
      	 	
              4.

            	
              Communication
                by mail to receiving location (plant ,warehouse or 3rd party vendor
                location)

            


    

    


    
      	 	
              5.

            	
              Organizing
                transport with logistic partner

            


    

    


    
      	 	
              6.

            	
              Receiving
                location physically receives the
                material

            


    

    


    
      	 	
              7.

            	
              Receiving
                Herc. location enters return delivery and post goods issue into
                SAP

            


    

    
      	 	
              8.

            	
              Receiving
                3rd
                party vendor location informs Herc. CSR that goods are received and
                send
                (credit) invoice if applicable.

            


    

    


    
      	 	
              9.

            	
              CSR
                releases the credit invoice to the customer (as instructed in product
                return database)

            


    

    


    
      	 	
              10.

            	
              Print
                the 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.

      

    


    


    
      	 	
              11.

            	
              Review
                the invoice for accuracy

            


    

    


    
      	 	
              12.

            	
              Mail
                the credit invoice to the customer when required
                

            


    

    


    


    9.0 CUSTOMER
      MASTER DATA

     

    9.1 Request
      for Tax Exemption Certificate

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Determine if a new customer is tax exempt

    


    2.
      Set
      master data at -0- “tax exempt”

    


    3.
      Send
      letter to the customer requesting their tax exemption certificate

    


    4.
      Receive signed tax exemption certificate from customer

    


    5.
      File
      in customer file

    


    9.2 Process
      for Creating a Sold to/Ship to

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive an order from a new customer with sold to and ship to
      information

    


    2.
      Create
      the address(s) in SAP master data using the information provided by the customer
      filling in the data on the appropriate screens

    


    3.
      Partner sold to, ship to and payer numbers to the sold to party in
      SAP

    


    9.3 Salesman
      Number Changes

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Receive new salesman assignments

    


    2.
      Partner new salesman number to “Customer Sold To”

    


    3.
      Update
      appropriate ZPRO(s) at the item partner level and makes the change

    


    10.0
      Invoicing and crediting

    
      	 	
              1.

            	
              review
                of the automatic freight accruals in sap, advise
                deviations

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

            	
              review
                of the automatic freight accruals in sap, advise
                deviations

            


    

    


    
      	 	
              3.

            	
              run
                billing due list (SOX key controls)

            


    

    


    10.1 Orders
      Shipped/Not Billed

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      SAP report (ZFSAS100)

    


    2.
      Investigate each order on report

    


    3.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    10.2 Orders
      Billed not Released to Accounting

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Review
      SAP report (ZFSAR100)

    


    2.
      Investigate each order on report

    


    3.
      Contact respective customer service representative to take action needed to
      finalize invoice

    


    4.
      Print
      invoice

    


    5.
      Mail
      invoice

    


    


    11.0
      Request extension of material /some master data
      maintenance

    


    
      	 	
              1.

            	
              request
                new product / pack codes or the extention of existing material
                codes

            


    

    


    
      	 	
              2.

            	
              liaison
                with process technology and procurement re source of supply and other
                masterdata

            


    

    


    
      	 	
              3.

            	
              update
                source list on STO, ZPRO and all sales order partner
                functions

            


    

    IV.
      REPORTING AND RECORDS RETENTION

     

    1. REPORTING

     

    The
      Supplier’s responsibilities include, but are not limited to 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.

      

    


    


    1.
      Perform standard reporting requirements as defined

    


    2.
      Provide Ad Hoc reports as requested

    


    2. Record
      Retention

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Retain
      source documentation and reports

    


    2.
      Provide scanned document images for source documentation and reports - hard
      copies, CD Rom, Fiche, Film and imaging - in accordance with Hercules policies
      and procedures

    


    3.
      Retrieve archived reports and documentation as requested by
      Hercules

    


    4.
      Maintain documentation in accordance with Hercules policies and
      procedures

    5.
      Dispose of documentation in accordance with Hercules policies and
      procedures

    


    V.
      PERFORMANCE MEASUREMENT AND EFFECTIVENESS

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Provide consistent metrics and process performance information as defined in
      the
      Service Level Schedule

    


    2.
      Provide explanations relative to performance levels, root-cause analyses,
      corrective measures planned, etc. as requested by Hercules

    


    3.
      Monitor and report performance and service levels, using agreed upon measurement
      processes, tools and methodologies

    


    4.
      Review
      existing processes to evaluate process performance and work with Hercules
      management to develop action plans to improve upon current performance
      levels

    


    VI.
      MONITOR AND COMMUNICATE SERVICE COMPLIANCE

     

    The
      Supplier’s responsibilities include, but are not limited to the
      following:

    


    1.
      Continuously audit adherence to Hercules accounting rules and
      requirements

    


    2.
      Facilitate Hercules audit of processes, including compliance with defined rules
      and requirements


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.5

    


    INVOICE
      TO CASH (ITC)

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     Table
      of Contents

    


    


    1.0 INTRODUCTION3

    2.0 GENERAL
      REQUIREMENTS (N.A. AND EUROPE)3

    3.0 ACCOUNTS
      RECEIVABLE (N.A.)4

    3.0 ACCOUNTS
      RECEIVABLE (EUROPE)6

    4.0 REVENUE
      ACCOUNTING (N.A. & EUR)10

    5.0 CREDIT
      PROCESSING (N.A. & EUR)11

    6.0 COLLECTIONS
      (N.A. + EUROPE)13

    7.0 CUSTOMER
      MAINTENANCE ACTIVITIES (N.A. AND EUROPE)17

    8.0 ESCHEATMENT
      (UNCLAIMED PROPERTY) (N.A. ONLY)17

    9.0 BANKRUPTCY
      (N.A.)17

    9.0 BANKRUPTCY
      (EUROPE)18

    10.0 OTHER
      ITC ACTIVITIES (N.A. + EUROPE)18

    12.0 REPORTING
      & RECORDS RETENTION (N.A.+ EUROPE)18

    13.0 PERFORMANCE
      MEASUREMENT (N.A.+ EUROPE)19

    14.0 MONITOR
      AND COMMUNICATE SERVICE COMPLIANCE (N.A.+ EUROPE)19

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    1.0 INTRODUCTION

     

    


    The
      invoice to cash (“ITC”) business process Services include the Services described
      in this Schedule. Supplier will provide such Services as of the Commencement
      Date. 

    2.0 GENERAL
      REQUIREMENTS (N.A. AND EUROPE)  

     

    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	
              1.
                Understand all Hercules ITC policies and how current processes and
                systems
                map against those policies.

            	
              X

            	 
	 	
              1.1
                Communicate any escalated issues back to Hercules for
                resolution.

            	
              X

            	 
	 	
              1.2
                Respond to Supplier regarding such escalated issues.

            	 	
              X

            
	 	
              2.
                Provide input to Hercules on policy change opportunities, proposed
                policy
                changes, industry direction, and how the policy changes will impact
                then-current work processes and Systems.

            	
              X

            	 
	 	
              3.
                Ensure that existing and new Hercules policies are incorporated into
                the
                systems and processes.

            	
              X

            	 
	 	
              3A.
                Communicate new policies and procedures to Supplier.

            	 	
              X

            
	 	
              4.
                Ensure that Hercules established policy guidelines are followed and
                report
                policy exceptions to Hercules within 1 business day of
                occurrence.

            	
              X

            	 
	 	
              4A.
                Respond to Policy exceptions.

            	 	
              X

            
	 	
              5.
                Identify and resolve issues related to ITC work processes. Provide
                guidance and advice to Hercules on the-current work process design
                and
                potential implications.

            	
              X

            	 
	 	
              5A.
                Approve any ITC work process change.

            	 	
              X

            
	 	
              6.
                Comply with Hercules processes and Systems security and access
                policies.

            	
              X

            	 
	 	
              6A.
                Grant appropriate System access

            	 	
              X

            
	 	
              7.
                Drive continuous improvement of the work processes, documentation,
                and
                Services.

            	
              X

            	 
	 	
              7A.
                Review and approve any significant process changes.

            	 	
              X

            
	 	
              8.
                Support Hercules internal audit and third-party audit to ensure compliance
                with existing Hercules and US GAAP rules and requirements in accordance
                with Sections 9.4 and 15.7 of the Agreement.

            	
              X

            	 
	 	
              9.
                Prepare and maintain the process and testing documentation and testing
                required by the Sarbanes-Oxley Act 2002, in accordance with the
                methodologies established by Hercules.

            	
              X

            	 
	 	
              10.
                Provide support processing capabilities in the following languages:
                North
                America only English with some French; Europe: English, French, German,
                Spanish, Italian, Dutch, Russian, Swedish, Finnish.

            	
              X

            	 
	 	
              11.
                Provide support processing capabilities for the following hours of
                operations: North America: 8 AM - 6 PM EST for Customer Contact;
                Anytime
                for non-customer contact; Europe: 8 AM - 6 PM CET for Customer Contact;
                anytime for non-customer contacts.

            	
              X

            	 
	 	
              12.
                Provide support process capabilities in accordance with the monthly
                closing schedule.

            	
              X

            	 


    

    


    3.0 ACCOUNTS
      RECEIVABLE (N.A.)  

     

    


    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	
              3.1

            	
              Process
                Manual Customer Payments

            	 	 
	 	
              1.
                Forward all checks received locally to appropriate
                lockbox.

            	 	
              X

            
	
              3.2

            	
              Process
                Lockbox Payments

            	 	 
	 	
              1.
                Receive electronic payment information from bank, prepare, batch,
                log, and
                update entries and apply cash to customer invoices.

            	
              X

            	 
	 	
              2.
                Receive image of check from lockbox provider.

            	
              X

            	 
	 	
              3.
                Audit and balance each electronic file transmission and resolve
                exceptions.

            	
              X

            	 
	 	
              4.
                Process electronic payments.

            	
              X

            	 
	
              3.3

            	
              Reconcile
                Unapplied Payments

            	 	 
	 	
              1.
                Create schedule of charge-backs and unapplied cash exceptions; review
                within Supplier’s tolerance limits; escalate to Hercules if outside of
                Supplier tolerance limits.

            	
              X

            	 
	 	
              2.
                Assist Hercules management in review and approval of chargeback and
                unapplied cash exceptions.

            	
              X

            	 
	 	
              2A.
                Review and approve exceptions outside of Supplier tolerance
                limits

            	 	
              X

            
	 	
              3.
                Provide weekly chargeback and unapplied cash exceptions file to
                Hercules.

            	
              X

            	 
	 	
              4.
                Resolve and process unapplied cash based upon research, collaboration
                with
                collections, and approved management decisions.

            	
              X

            	 
	
              3.5

            	
              Other
                Payment Processing Activities

            	 	 
	 	
              1.
                Complete or assist in daily reconciliation of cash not
                applied.

            	
              X

            	 
	 	
              2.
                Analyze and clear payments against multiple accounts for a single
                customer.

            	
              X

            	 
	 	
              3.
                Enter approved debit and credit memo tax adjustments to customer
                accounts.

            	
              X

            	 
	 	
              4.
                Analyze and clear payments offset by customer credit notes and/or
                vendor
                debit notes.

            	
              X

            	 
	 	
              Inform
                Hercules of provision for reversals of doubtful debt.

            	
              X

            	 
	 	
              4A.
                Provide direction for the provision for the reversal of the doubtful
                debt.

            	 	
              X

            
	 	
              5.
                Clear payments according to Hercules directions for provision for
                reversals of doubtful debt.

            	
              X

            	 
	 	
              6.
                Research and provide resolution recommendation for Hercules approval
                of
                short payments and overpayments greater than tolerance
                levels.

            	
              X

            	 
	 	
              6A.
                Hercules to review and notify regarding approval of short payments
                and
                overpayments greater than tolerance levels.

            	 	
              X

            
	 	
              7.
                Process non-trade accounts receivable cash receipts in accordance
                with
                Hercules policies.

            	
              X

            	 
	 	
              8.
                Respond to inquiries relating to customer account
                reconciliations.

            	
              X

            	 
	 	
              9.
                Escalate written customer communication according to Hercules policy
                guidelines.

            	
              X

            	 
	 	
              9A.
                Hercules to respond to Supplier or customer as
                appropriate.

            	 	
              X

            
	 	
              10.
                Prepare and send customer statements based on customer or Hercules
                request.

            	
              X

            	 
	 	
              11.
                Reconcile customer account per Hercules policies and
                procedures.

            	
              X

            	 
	 	
              12.
                Prepare write-off journal entries and clear payments over/under that
                are
                within Hercules write-off tolerance levels.

            	
              X

            	 
	 	
              12A.
                Hercules to approve journal entries over write-off tolerance
                levels

            	 	
              X

            
	 	
              13.
                Create correcting journal entry and clear payment for short payment
                due to
                rebates.

            	
              X

            	 
	 	
              14.
                By month end all cash in treasury / cash not applied accounts must
                be
                applied; all amounts remaining require an explanation.

            	
              X

            	 
	
              3.6

            	
              Aged
                Accounts Receivable

            	 	 
	 	
              1.
                Generate aging reports and complete analysis, per Hercules
                policies.

            	
              X

            	 
	 	
              2.
                Review reports and analysis with Hercules.

            	
              X

            	 
	 	
              3.
                Respond to Hercules inquiries related to aging analysis.

            	
              X

            	 
	
              3.7

            	
              Payment
                of Commissions to Agents

            	 	 
	 	
              1.
                Prepare and review weekly commission due proposal Report.

            	
              X

            	 
	 	
              2.
                Submit proposed due commissions to Hercules for approval.

            	
              X

            	 
	 	
              2A.
                Hercules to review and advise of approval decision

            	 	
              X

            
	 	
              3.
                Submit approved commissions proposal to accounts payable to incorporate
                in
                their payment proposal.

            	
              X

            	 
	 	
              4.
                Resolve any commission payment issues or escalate as
                appropriate.

            	
              X

            	 
	
              3.8

            	
              Reimbursement
                of credit balances to Customers

            	 	 
	 	
              1.
                Prepare supporting documentation for customer refunds, such as credit
                and
                rebate notes.

            	
              X

            	 
	 	
              2.
                Review and process customer refunds under Supplier authority
                limits.

            	
              X

            	 
	 	
              3.
                Provide recommendations and supporting documentation for refunds
                above
                Supplier authority limits to Hercules for approval.

            	
              X

            	 
	 	
              4.
                Hercules reviews and communicates decision of customer refunds above
                Supplier authority limits.

            	 	
              X

            
	 	
              5.
                Submit the request to accounts receivable processor to mark outstanding
                credit note for reimbursement.

            	
              X

            	 
	 	
              6.
                Prepare and review weekly credit memo Report.

            	
              X

            	 
	 	
              7.
                Submit proposed credit memo reimbursement Report to Hercules for
                approval.

            	
              X

            	 
	 	
              8.
                Hercules to review and advise of approval decision.

            	 	
              X

            
	 	
              9.
                Submit approved credit memo reimbursement proposal to accounts payable
                to
                incorporate in their payment proposal.

            	
              X

            	 
	 	
              10.
                Resolve any commission payment issues.

            	
              X

            	 
	
              3.9

            	
              Management
                of ERS (self billing) customers

            	 	 
	 	
              1.
                Sales or customer notifies Supplier of change to ERS billing and
                Supplier
                updates customer profile appropriately.

            	
              X

            	 
	 	
              2.
                Verify that customers ERS invoice (self bill) equals Hercules
                invoice.

            	
              X

            	 
	 	
              3.
                If customer’s ERS invoice (self bill) differs from Hercules invoice, take
                appropriate action to have the ERS invoice (self bill) corrected
                by
                customer or contact customer service to have invoice
                corrected.

            	
              X

            	 
	 	
              4.
                Once payment is received, reconcile any differences within 1 business
                day
                of receipt.

            	
              X

            	 


    

    3.0 ACCOUNTS
      RECEIVABLE (Europe)  

     

    
      	
              #

            	
              Task

            	
              Supplier

            	
              Hercules

            
	
              3.1

            	
              Process
                Manual Customer Payments: 

            	 	 
	 	
              Cash
                in Transit - Cheques mainly apply for UK, France, Germany.

            	
              X

            	 
	 	
              1.
                Hercules will forward all locally received checks to the
                bank.

            	 	 
	 	
              2.
                Cash will be processed per Hercules standard cash application
                process.

            	
              X

            	 
	 	
              3.
                A quarterly reconciliation is required to identify that all checks
                sent to
                bank are posted.

            	
              X

            	 
	
              3.2

            	
              Process
                Cash allocation to invoices

            	 	 
	 	
              1.
                Receive electronic payment information from bank, prepare, batch,
                log, and
                update entries and apply cash to customer invoices.

            	
              X

            	 
	 	
              3.
                Audit and balance each electronic file transmission and resolve
                exceptions.

            	
              X

            	 
	 	
              4.
                Process electronic payments according to rules defined for each customer
                profile.

            	
              X

            	 
	 	
              5.
                Allocate amounts paid and open on the treasury clearing account relating
                to vendor’s SAP accounts.

            	
              X

            	 
	 	
              6.
                Allocate amounts paid/received and open on the treasury clearing
                account
                relating to the general ledger accounts.

            	
              X

            	 
	 	
              7.
                Obtain bank cost specification for documentary and LC payments and
                correctly book reclaimable VAT.

            	
              X

            	 
	
              3.3

            	
              Reconcile
                Unapplied Payments, Prepayments and partial
                payments

            	 	 
	 	
              1.
                Create schedule of charge-backs and unapplied cash exceptions; Supplier
                to
                review within its tolerance limits; inform Hercules to review items
                outside of Supplier’s tolerance limits.

            	
              X

            	 
	 	
              2.
                Assist Hercules management in review and approval of chargeback and
                unapplied cash exceptions.

            	
              X

            	 
	 	
              3.
                Provide weekly chargeback and unapplied cash exceptions file to
                Hercules.

            	
              X

            	 
	 	
              4.
                Resolve and process unapplied cash based upon research and collaboration
                with collections.

            	
              X

            	 
	 	
              5.
                Book prepayments with reference pre-payment on the customer payer
                account
                and inform the credit representative by e-mail, so that blocked orders
                waiting for prepayment can be released.

            	
              X

            	 
	
              3.5

            	
              Other
                Payment Processing Activities

            	 	 
	 	
              1.
                Complete or assist in daily reconciliation of cash not
                applied.

            	
              X

            	 
	 	
              2.
                Analyze and clear payments against multiple accounts for a single
                customer.

            	
              X

            	 
	 	
              3.
                Enter approved debit and credit memo adjustments to customer
                accounts.

            	
              X

            	 
	 	
              4.
                Analyze and clear payments offset by customer credit notes and/or
                vendor
                debit notes.

            	
              X

            	 
	 	
              5.
                Clear payments according to Hercules directions for provision for
                reversals of doubtful debt.

            	
              X

            	 
	 	
              Inform
                Hercules of provision for reversals of doubtful debt.

            	
              X

            	 
	 	
              Hercules
                to provide direction for the provision for the reversal of the
                doubtful.

            	 	
              X

            
	 	
              6.
                Research and provide resolution recommendation for Hercules approval
                of
                short payments and overpayments greater than tolerance
                levels.

            	
              X

            	 
	 	
              Hercules
                to review and notify Supplier regarding approval of short payments
                and
                overpayments greater than tolerance levels.

            	 	
              X

            
	 	
              7.
                Process non-accounts receivable cash receipts in accordance with
                Hercules
                policies.

            	
              X

            	 
	 	
              8.
                Respond to inquiries relating to customer account
                reconciliations.

            	
              X

            	 
	 	
              9.
                Escalate written customer communication according to Hercules policy
                guidelines.

            	
              X

            	 
	 	
              Hercules
                to respond to Supplier or customer, as appropriate

            	 	
              X

            
	 	
              10.
                Prepare and send customer statements based on customer or Hercules
                request.

            	
              X

            	 
	 	
              11.
                Reconcile customer account per Hercules policies and
                procedures.

            	
              X

            	 
	 	
              12.
                Prepare write-off or recovery journal entries and clear payments
                over/under that are within Hercules write-off tolerance
                levels.

            	
              X

            	 
	 	
              13.
                Create correcting journal entry and clear payment for short payment
                due to
                rebates.

            	
              X

            	 
	 	
              14.
                Germany - Direct Debit process: Run payment proposal list and submit
                to
                credit representative for review and input the direct debit list
                in bank
                Internet program for Hercules GmbH. Supply direct debit documentation
                to
                Hercules management and request approval to submit file to bank for
                collection and process the amounts received. Take action on direct
                debits
                rejected and inform Hercules management.

            	
              X

            	 
	 	
              16.
                Italy - Riba process: Run payment proposal list and submit to credit
                representative for review for Hercules Italy, taking into account
                local
                payment culture. Create electronic file to be sent to financial
                institution in Italy. Obtain Hercules approval. Take action on rejected
                Ribas, inform Hercules on rejections and update SAP and obtain wire
                payments instead.

            	
              X

            	 
	 	
              17.
                Spain - Remessa process: Run payment proposal list and submit to
                credit
                representative for review for Hercules Quimica Spain. Create electronic
                file to be sent to the local Hercules Spain entity for further processing
                with financial institution. Obtain Hercules approval. Take action
                on
                rejected Remessas, i.e., update SAP and obtain wire payments
                instead.

            	
              X

            	 
	 	
              18.
                France - BOR/LCR process: process French Bills of Exchange received
                via
                dedicated PC and send to bank via bank software in order to debit
                customers accounts. This process is only done for Bills of Exchange
                as
                sent by the customers.

            	
              X

            	 
	 	
              Take
                action on rejected BOR/LCR, i.e. update SAP and obtain wire payments
                instead.

            	
              X

            	 
	 	
              19.
                By month end all cash in treasury / cash not applied accounts must
                be
                applied; all amounts remaining require an explanation.

            	
              X

            	 
	
              3.6

            	
              Aged
                Accounts Receivable

            	 	 
	 	
              1.
                Generate aging Reports and complete analysis, per Hercules
                policy.

            	
              X

            	 
	 	
              2.
                Review reports and analysis with Hercules.

            	
              X

            	 
	
              3.7

            	
              Commission
                Payments to Agents 

            	 	 
	 	
              1.
                Review each quarter which commissions are due for agents.

            	
              X

            	 
	 	
              2.
                Request agent to send a debit invoice depending on legal requirements
                or
                pay out commission credit notes. Obtain Hercules approval before
                pay
                out.

            	
              X

            	 
	 	
              Hercules
                to review and advise of approval decision

            	 	
              X

            
	 	
              3.
                Receive and check correctness of commission debit note sent by the
                agent.

            	
              X

            	 
	 	
              Resolve
                any commission payment issues or escalate as appropriate.

            	
              X

            	 
	 	
              4.
                Book agents debit invoice on a suspense account and clear commission
                items
                in the receivable books - report to accounts payable the commission
                notes
                to be booked on the vendor account with clearance to the suspense
                account.

            	
              X

            	 
	 	
              5.
                Handle agent’s requests why occasionally commission notes are
                reversed.

            	
              X

            	 
	 	
              6.
                Block commissions for agents who are also distributors and have overdue
                invoices to Hercules.

            	
              X

            	 
	 	
              7.
                Keep agent's original debit note for audit purposes and send to the
                European entity for local storage if applicable.

            	
              X

            	 
	 	
              8.
                Ensure commission is not paid or paid back when Hercules is not paid
                by
                the final customer.

            	
              X

            	 
	
              3.8

            	
              Reimbursement
                of credit balances to Customers

            	 	 
	 	
              1.
                Prepare supporting documentation for customer refunds, such as credit
                and
                rebate notes.

            	
              X

            	 
	 	
              2.
                Review and process customer refunds under Supplier authority
                limits

            	
              X

            	 
	 	
              3.
                Provide recommendations and supporting documentation for refunds
                above
                Supplier authority limits to Hercules for approval.

            	
              X

            	 
	 	
              4.
                Hercules reviews and communicates decision of customer refunds above
                Supplier authority limits.

            	 	
              X

            
	 	
              5.
                Submit the request to accounts receivable processor to mark outstanding
                credit note for reimbursement.

            	
              X

            	 
	 	
              6.
                Review weekly credit memo Report.

            	
              X

            	 
	 	
              7.
                Submit proposed due credit memo reimbursement Report to Hercules
                for
                approval.

            	
              X

            	 
	 	
              8.
                Hercules to review and advise of approval decision.

            	 	
              X

            
	 	
              9.
                Submit approved credit memo reimbursement proposal to accounts payable
                to
                incorporate in their payment proposal.

            	
              X

            	 
	 	
              10.
                Resolve any commission payment issues.

            	
              X

            	 
	
              3.9

            	
              Management
                of ERS (self billing) customers

            	 	 
	 	
              1.
                Sales or customer notifies Supplier of change to ERS billing and
                Supplier
                updates customer profile appropriately.

            	
              X

            	 
	 	
              2.
                Verify that customers ERS invoice (self bill) equals Hercules
                invoice.

            	
              X

            	 
	 	
              3.
                If customer’s ERS invoice (self bill) differs from Hercules invoice, take
                appropriate action to have the ERS invoice (self bill) corrected
                by
                customer or contact customer service to have invoice
                corrected.

            	
              X

            	 
	 	
              4.
                Once payment is received reconcile any differences within 1 business
                day
                of receipt.

            	
              X

            	 


    

    4.0 REVENUE
      ACCOUNTING (N.A. & Eur)  

     

    
      	
              #

            	
              Task

            	
              Supplier

            	
              Hercules

            
	
              4.1

            	
              Reconciliations

            	 	 
	 	
              1.
                Prepare balance sheet reconciliations for accounts receivable
                accounts.

            	
              X

            	 
	 	
              2.
                Research and resolve reconciling differences.

            	
              X

            	 
	 	
              3.
                Review and approve accounts receivable account reconciliations in
                accordance with Supplier-approval thresholds.

            	
              X

            	 
	 	
              Enter
                confirmation of review in database (current-state is a Lotus Notes
                database).

            	
              X

            	 
	 	
              4.
                Provide accounts receivable account reconciliations that exceed Supplier
                -approval threshold to Hercules for approval.

            	
              X

            	 
	 	
              Hercules
                review and advises of approval decision for accounts reconciliations
                that
                exceed Supplier thresholds.

            	 	
              X

            
	 	
              Enter
                confirmation of review in database (current-state is Lotus Notes
                database).

            	 	
              X

            
	 	
              5.
                Reconcile the accounts receivable sub-ledgers to the general
                ledger.

            	
              X

            	 
	 	
              6.
                Reconcile commissions payable.

            	
              X

            	 
	
              4.2

            	
              Period
                Close

            	 	 
	 	
              1.
                Produce variance analysis Reports to support the close process and
                in
                accordance with the Service Levels.

            	
              X

            	 
	 	
              2.
                Prepare detailed account analysis as needed for Hercules management
                reviews.

            	
              X

            	 
	 	
              3.
                Create month end reporting from downloaded SAP data into excel as
                prescribed by Hercules.

            	
              X

            	 
	 	
              4.
                Verify and allocate correct business area to open accounts receivable
                and
                communicate to the area controller for correct Hyperion receivable
                reporting

            	
              X

            	 
	 	
              5.
                Review aged accounts receivable and calculate bad debt reserve in
                accordance with Hercules guidelines, securing that the calculation
                is not
                mis-stated by cash on account or cash not applied.

            	
              X

            	 
	 	
              Hercules
                to review results of calculation and approve any adjustments to the
                reserve.

            	 	
              X

            
	 	
              Supplier
                to communicate to Hercules business area and advise Hercules credit
                if
                business manager does not approve bad debt reserve entry.

            	
              X

            	 
	 	
              Upon
                approval from Hercules (both Hercules credit and business area),
                post
                entries as and if necessary.

            	
              X

            	 
	 	
              6.
                Restate commissions to accounts payables from accounts receivables
                per
                Hercules guidelines. 

            	
              X

            	 


    

    5.0 CREDIT
      PROCESSING (N.A. & Eur)  

     

    
      	
              #

            	
              Task

            	
              Supplier

            	
              Hercules

            
	
              5.1

            	
              Establish
                Credit Limits

            	 	 
	 	
              1.
                Assist Hercules in the development of credit ratings, credit limits,
                and
                related policies and procedures.

            	
              X

            	 
	 	
              2.
                Receive credit requests / applications and forward to
                Supplier.

            	 	
              X

            
	 	
              3.
                Obtain information necessary for analysis per Hercules guidelines
                (e.g.,
                up-to-date sales forecast from Hercules sales, credit rating(s) from
                agency reports, etc).

            	
              X

            	 
	 	
              3.
                Supplier to consult with Hercules on how to obtain missing
                information.

            	
              X

            	 
	 	
              Hercules
                to respond to Supplier request for information Supplier is unable
                to
                obtain.

            	 	
              X

            
	 	
              4.
                Perform and provide the analysis to support the approval for credit
                requests / applications.

            	
              X

            	 
	 	
              5.
                Approve customer credit limits for amounts within Supplier
                threshold.

            	
              X

            	 
	 	
              6.
                Provide credit limit recommendations for amounts above Supplier threshold
                to Hercules for approval.

            	
              X

            	 
	 	
              Hercules
                to review and advise of approval decision for credit limits above
                Supplier
                thresholds.

            	 	
              X

            
	 	
              7.
                Configure credit risk profile and credit limits in
                system(s).

            	
              X

            	 
	 	
              9.
                Review if payment term is secure and/or appropriate for the geographical
                area depending on Hercules policy.

            	 	
              X

            
	 	
              If
                extended payment terms are requested, ensure necessary approvals
                per
                Hercules guidelines.

            	
              X

            	 
	 	
              Hercules
                to approve all extended terms per guidelines.

            	 	
              X

            
	 	
              10.
                Communicate on credit line/payment term decision to
                Hercules.

            	
              X

            	 
	
              5.2

            	
              Maintain
                Credit Limits

            	 	 
	 	
              1.
                Re-evaluate credit limits for customers according to Hercules guidelines
                or as requested by Hercules.

            	
              X

            	 
	 	
              2.
                Obtain required credit rating information and perform credit
                analysis.

            	
              X

            	 
	 	
              9.
                Consult Hercules sales for up to date sales forecasts and new credit
                applications
                information, if required.

            	
              X

            	 
	 	
              Hercules
                sales to respond to Supplier request for sales forecast.

            	 	
              X

            
	 	
              3.
                Determine upgrade/downgrade to credit limits for those within
                Supplier-approval threshold.

            	
              X

            	 
	 	
              4.
                Approve upgrades/downgrades to credit limits within Supplier-approval
                thresholds.

            	
              X

            	 
	 	
              5.
                Recommend upgrade/downgrade to credit limits to Hercules for approval
                of
                credit limits outside of Supplier-approval threshold.

            	
              X

            	 
	 	
              Hercules
                will review and advise of approval decision for those customers outside
                of
                Supplier approval threshold.

            	 	
              X

            
	 	
              6.
                Update credit limits in system(s) upon approval by Hercules and for
                those
                within Supplier-approval threshold.

            	
              X

            	 
	 	
              7.
                Recommend options for reducing Hercules risk exposure.

            	
              X

            	 
	 	
              Respond
                to recommendation for exposure reduction.

            	 	
              X

            
	 	
              8.
                Provide credit analysis reporting as required by Hercules.

            	
              X

            	 
	 	
              10.
                Secure proper signature of credit limit in line with authority
                level.

            	
              X

            	 
	
              5.3

            	
              Manage
                Credit Limits

            	 	 
	 	
              1.
                Identify customers who have exceeded established credit
                limits.

            	
              X

            	 
	 	
              2.
                Take action on customers exceeding established credit limits according
                to
                Hercules policy guidelines.

            	
              X

            	 
	 	
              3.
                Recommend accounts where credit facilities should be suspended (e.g.,
                stop
                shipments and/or services) as the result of unsuccessful collection
                action
                and in consultation with Hercules.

            	
              X

            	 
	 	
              Hercules
                to respond to suspended recommendation. Hercules responsible for
                approving
                stop shipments and/or services.

            	 	
              X

            
	 	
              4.
                Provide recommendations on changes to selling terms, required security
                interests, letters of credit, etc. to minimize Hercules loss from
                customers.

            	
              X

            	 
	 	
              Hercules
                to respond to recommendations. Hercules responsible for approving
                changes
                to selling terms, required security interests, letters of credit,
                etc.

            	 	
              X

            
	 	
              5.
                Implement approved recommendations.

            	
              X

            	 
	 	
              6.
                Document issues for customers whose financial stability is in question
                for
                potential use in litigation in a bankruptcy action.

            	
              X

            	 
	 	
              7.
                Provide supporting documentation for a bankruptcy action.

            	
              X

            	 
	 	
              Hercules
                to file proof of claim for bankruptcy.

            	 	
              X

            
	
              5.4

            	
              Other
                Credit Activities

            	 	 
	 	
              1.
                Document and communicate to Hercules internal Hercules policy issues
                and
                process defects which cause customer credit issues.

            	
              X

            	 
	 	
              2.
                Participate as requested by Hercules on process improvement teams
                and new
                product or service offering teams.

            	
              X

            	 
	 	
              3.
                Ensure that no bank account information is entered in the customer
                master
                without approval from management.

            	
              X

            	 
	 	
              4.
                Ensure that credit masters are up to date at all times to avoid
                risk.

            	
              X

            	 


    

    6.0 COLLECTIONS
      (N.A. + Europe)  

     

    
      	
              #

            	
              Task

            	
              Supplier

            	
              Hercules

            
	
              6.1

            	
              Collect
                Past Due Accounts

            	 	 
	 	
              1.
                Contact customers to initiate collection activity.

            	
              X

            	 
	 	
              2.
                Coordinate collaborative collection efforts requiring support from
                other
                Hercules departments.

            	
              X

            	 
	 	
              3.
                Categorize new accounts (for example: high, medium, low
                risk).

            	
              X

            	 
	 	
              Provide
                guidance as necessary for categorization of new accounts.

            	 	
              X

            
	 	
              4.
                Document external and internal discussions regarding collections
                matters.

            	
              X

            	 
	 	
              5.
                Escalate issues requiring resolution to Hercules within 1 business
                day.

            	
              X

            	 
	 	
              Hercules
                to respond to escalated issues and identify action plan.

            	 	
              X

            
	 	
              6.
                Communicate customer dissatisfaction/complaints (e.g., billing errors,
                service problems, etc.) to Hercules within 1 business day.

            	
              X

            	 
	 	
              Hercules
                to respond with appropriate action plan.

            	 	
              X

            
	 	
              7.
                Manage collection of delinquent accounts for assigned accounts as
                defined
                by Hercules.

            	
              X

            	 
	 	
              8.
                Produce and send collection notices (dunning letters) and demand
                letters
                in accordance with Hercules policy guidelines.

            	
              X

            	 
	 	
              9.
                Invoke and revoke automatic system distribution of collection notices
                and
                demand letters per Hercules approval.

            	
              X

            	 
	 	
              Hercules
                to approve invoke and revoke of automatic system
                distribution.

            	 	
              X

            
	 	
              10.
                Prepare electronic collections files and forms for transfer to Hercules
                legal department and outside collections contractors.

            	
              X

            	 
	 	
              Hercules
                to approve transfer to Hercules legal or outside collections
                contractors.

            	 	
              X

            
	 	
              Transfer
                Hercules approved electronic collections files and forms.

            	
              X

            	 
	 	
              11.
                Track, research, resolve, and document issues and inquiries regarding
                collections payments.

            	
              X

            	 
	 	
              12.
                Make collections calls to customers in applicable languages in accordance
                with the timing and frequency defined by Hercules.

            	
              X

            	 
	 	
              13.
                Communicate to Hercules (regional/ branch offices, etc.) customer
                balances
                and accounts receivable information per request.

            	
              X

            	 
	 	
              14.
                Resolve customer claims and disputes according to Hercules policy
                guidelines.

            	
              X

            	 
	 	
              15.
                Abide by local regulations concerning allowable times and methods
                of
                making collection calls, lien placement, account cancellation process,
                and
                other local collection laws in accordance with Section 15.7 of the
                Agreement.

            	
              X

            	 
	 	
              16.
                In the event of continued non-contact, escalate to appropriate party
                within customer and / or Hercules to expedite response.

            	
              X

            	 
	 	
              17.
                Discuss Customer payments plans with Hercules management.

            	
              X

            	 
	 	
              Hercules
                to review and respond with recommended action regarding payment
                plan.

            	 	
              X

            
	 	
              18.
                Communicate with customers on payments received without specification
                (non-allocatable amounts).

            	
              X

            	 
	 	
              19.
                Communicate with Hercules on customers not abiding to set payment
                terms.

            	
              X

            	 
	 	
              Hercules
                to review and respond with recommended action regarding customers
                not
                abiding to set payment terms.

            	 	
              X

            
	 	
              20.
                Identify root cause resolution for non-paid invoices and communicate
                with
                Hercules as appropriate.

            	
              X

            	 
	 	
              21.
                Resolve issues with outstanding credit and debit memos according
                to
                Hercules policy.

            	
              X

            	 
	
              6.2

            	
              Customer
                Inquiry and Dispute Management

            	 	 
	 	
              1.
                Receive incoming calls.

            	
              X

            	 
	 	
              2.
                Determine type of call (such as billing, complaint).

            	
              X

            	 
	 	
              3.
                Update customer file in System with call information.

            	
              X

            	 
	 	
              4.
                Provide information to the appropriate person to work/resolve the
                issue
                within 1 business day.

            	
              X

            	 
	 	
              5.
                Receive customer communication about a dispute.

            	
              X

            	 
	 	
              6.
                Document dispute in Collections system.

            	
              X

            	 
	 	
              7.
                Stop Dunning Letters on disputed accounts.

            	
              X

            	 
	 	
              8.
                Monitor disputes to ensure action is being taken on each disputed
                item.

            	
              X

            	 
	 	
              9.
                Escalate disputed items to Hercules within 1 business day.

            	
              X

            	 
	 	
              Respond
                to escalation of disputed item.

            	 	
              X

            
	 	
              10.
                Code disputed item according to Hercules guideline.

            	
              X

            	 
	 	
              11.
                Provide schedule to Hercules for review weekly.

            	
              X

            	 
	 	
              12.
                Resolve standard disputes using frequently asked questions (FAQs)
                and
                other approved tools provided by Hercules.

            	
              X

            	 
	 	
              13.
                Escalate non-standard disputes to Hercules within 1 business day
                of
                dispute.

            	
              X

            	 
	 	
              14.
                Work with Hercules to resolve non-standard disputes.

            	
              X

            	 
	 	
              Work
                with Supplier to resolve non-standard disputes.

            	 	
              X

            
	 	
              15.
                Meet with Hercules as requested to review dispute issues.

            	
              X

            	 
	 	
              16.
                Manage all disputes to resolution.

            	
              X

            	 
	 	
              17.
                Produce reports of disputes as required by Hercules

            	
              X

            	 
	
              6.3

            	
              Collections
                - Litigation and Collection Agencies 

            	 	 
	 	
              1.
                Create electronic file on overdue accounts.

            	
              X

            	 
	 	
              2.
                Send file with recommendations to Hercules to determine
                placement.

            	
              X

            	 
	 	
              Review,
                identify and communicate accounts for placement.

            	 	
              X

            
	 	
              3.
                Notify sales that the account is being placed with an outside collection
                agency.

            	 	
              X

            
	 	
              4.
                Monitor, track, and report the status of collection accounts that
                have
                been transferred to agent(s) in customer file.

            	
              X

            	 
	 	
              5.
                Send electronic claim forms to agent(s) when Hercules’ approval has been
                obtained.

            	
              X

            	 
	 	
              6.
                Monitor, track, and report the status of collection accounts where
                electronic claim forms have been provided to agent(s).

            	
              X

            	 
	 	
              7.
                Receive and process recoveries received by third-party
                agent(s).

            	
              X

            	 
	 	
              8.
                Update customer master appropriately.

            	
              X

            	 
	 	
              9.
                Communicate recovery to Hercules. Obtain approval from Hercules for
                agency
                charges and provide supporting documentation as requested.

            	
              X

            	 
	 	
              Hercules
                to approve any agency charges.

            	 	
              X

            
	 	
              Process
                the approved transaction.

            	
              X

            	 
	 	
              10.
                When the debt is recovered the person responsible for changing the
                information in the credit and master maintenance database is advised
                to
                change to the appropriate risk code.

            	
              X

            	 
	 	
              11.
                If the customer requests to do business with Hercules again, Supplier
                to
                advise of procedure based on Hercules policy.

            	
              X

            	 
	
              6.4

            	
              Collection
                Accounting 

            	 	 
	 	
              1.
                Submit collections adjustments and backup documentation to Hercules
                per
                policy.

            	
              X

            	 
	 	
              2.
                Conduct collections meeting with Hercules monthly.

            	
              X

            	 
	 	
              3.
                Analyze customer aging accounts and prepare recommendation and supporting
                documentation for bad debt or uneconomical to pursue debtors write
                offs.

            	
              X

            	 
	 	
              4.
                Review bad debt write off recommendation with Hercules on a monthly
                basis.

            	
              X

            	 
	 	
              5.
                Prepare bad debt write off journal entry for Hercules approval on
                a
                monthly basis.

            	
              X

            	 
	 	
              Approve
                bad debt write off entries.

            	 	
              X

            
	 	
              6.
                Reconcile and analyze customers’ open accounts to secure payment,
                determine liability, and/or clear outstanding items.

            	
              X

            	 
	 	
              7.
                Prepare, raise, and submit credit adjustments recommendation to Hercules
                for approval.

            	
              X

            	 
	 	
              Approve
                credit adjustments

            	 	
              X

            
	
              6.5

            	
              Other
                Collection Activities

            	 	 
	 	
              1.
                Monitor and report collection amounts versus budgets.

            	
              X

            	 
	 	
              2.
                Provide Hercules with best practices and procedures regarding collection
                management and modify to fit Hercules specific
                requirements.

            	
              X

            	 
	 	
              3.
                File liens in accordance with Hercules policy guidelines.

            	
              X

            	 
	 	
              4.
                Work with Hercules legal to handle disposition of lien
                filings.

            	
              X

            	 
	 	
              5.
                Update System(s) for change of account information requests (for
                example:
                name changes, incorrect addresses, phone number changes).

            	
              X

            	 
	 	
              6.
                Research credits balances and initiate refunds of credit balances
                according to Hercules policy.

            	
              X

            	 
	 	
              7.
                Ensure compliance with payment arrangements outside stated terms
                (such as
                promissory notes) and advise Hercules as appropriate.

            	
              X

            	 
	
              6.6

            	
              Deduction
                Management 

            	 	 
	 	
              1.
                Receive and scan deduction customer short
                payments/documents.

            	
              X

            	 
	 	
              2.
                Audit deduction to ensure accuracy (e.g., correct remittance information,
                correct account information, amount correct, and only one item per
                deduction).

            	
              X

            	 
	 	
              3.
                Process corrections identified from audit of deduction.

            	
              X

            	 
	 	
              4.
                Analyze backup to determine if deduction is valid and within Supplier’s
                authority.

            	
              X

            	 
	 	
              5.
                Provide to Hercules for approval if deduction is valid and dollar
                amount
                is above Supplier authority.

            	
              X

            	 
	 	
              Review
                and advise of approval decision of deduction if above Supplier
                authority.

            	 	
              X

            
	 	
              6.
                Respond to customer on those deductions determined to be
                invalid.

            	
              X

            	 
	 	
              Perform
                customer account maintenance related to the deduction as
                necessary.

            	
              X

            	 
	 	
              7.
                File supporting documentation for processed deductions.

            	
              X

            	 
	
              6.7

            	
              Letters
                of Credit and documentary collections 

            	 	 
	 	
              1.
                Review credit letters for credit security purposes on predefined
                points by
                Hercules.

            	
              X

            	 
	 	
              2.
                Update Hercules control file and excel sheet with copies of letters
                of
                credits received.

            	
              X

            	 
	 	
              3.
                Communicate with CS on letters of credit received and approved; request
                amendments to letters of credits.

            	
              X

            	 
	 	
              4.
                Release orders for which the letter of credit is received and
                approved.

            	 	
              X

            
	 	
              5.
                Follow up with the bank on non-paid letters of credits and documentary
                collections.

            	
              X

            	 
	 	
              6.
                Intentionally blank.

            	 	 
	 	
              7.
                Research non-receipt of letter of credit.

            	
              X

            	 
	 	
              8.
                Resolve unpaid documentary collections.

            	
              X

            	 
	 	
              9.
                Secure bank charges for letters of credit and documentary collections
                are
                in line with Hercules agreements with the banks.

            	
              X

            	 


    

    7.0 CUSTOMER
      MAINTENANCE ACTIVITIES (N.A. and EUROPE) 

     

    
      	 	
              Task

            	
              Hercules

            	
              Supplier

            
	 	
              1.
                Receive a request from the customer service representative (“CSR”) to open
                a payer in SAP; enter all information provided, including name of
                company,
                address, contact name and phone number.

            	
              X

            	 
	 	
              2.
                Set up customer in system, including electronic banking/payment
                information.

            	
              X

            	 
	 	
              3.
                Enter partner payer number to sold-to-party in SAP.

            	
              X

            	 
	 	
              4.
                Audit customer master record per Hercules policy.

            	
              X

            	 


    

    8.0 ESCHEATMENT
      (UNCLAIMED PROPERTY) (N.A. only)  

     

    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	
              1.
                Determine annual escheatment dates for each state and develop deliverable
                time line.

            	
              X

            	 
	 	
              2.
                Analyze and document revenues/funds to be escheated to each state
                and
                provide to Hercules.

            	
              X

            	 
	 	
              2A.
                Hercules to approve items to be escheated

            	 	
              X

            
	 	
              3.
                Prepare and post journal entries for revenue/funds to be
                escheated.

            	
              X

            	 
	 	
              4.
                Obtain approval for release of check for escheated revenue/funds
                and
                release to state.

            	
              X

            	 


    

    9.0 BANKRUPTCY
      (N.A.)  

     

    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	
              1.
                Receive bankruptcy court order.

            	
              X

            	 
	 	
              2.
                Based on the bankruptcy date, adjust the Customer’s billing to
                pre-bankruptcy and post-bankruptcy amounts.

            	
              X

            	 
	 	
              3.
                Provide the pre-bankruptcy billing and accounts receivable balance
                to
                Hercules for their filing with the courts.

            	
              X

            	 
	 	
              Hercules
                to file proof of claim for bankruptcy.

            	 	
              X

            
	 	
              4.
                Prepare write off forms for appropriate signatures.

            	
              X

            	 
	 	
              Hercules
                to review, approve and sign write off forms

            	 	
              X

            
	 	
              Clear
                receivables falling under bankruptcy

            	
              X

            	 
	 	
              5.
                Update customer master data.

            	
              X

            	 


    

    9.0 BANKRUPTCY
      (Europe)  

     

    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	
              1.
                Receive bankruptcy court order.

            	
              X

            	 
	 	
              2.
                Based on the bankruptcy date, adjust the customer’s billing to
                pre-bankruptcy and post-bankruptcy amounts.

            	
              X

            	 
	 	
              Hercules
                to file proof of claim for bankruptcy.

            	 	
              X

            
	 	
              3.
                Provide the pre-bankruptcy billing and accounts receivable balance
                to
                Hercules for their filing with the courts.

            	
              X

            	 
	 	
              Clear
                receivables falling under bankruptcy.

            	
              X

            	 
	 	
              4.
                Secure VAT is claimed back for bankrupt customers respecting different
                legislation in each European country.

            	 	
              X

            
	 	
              5.
                Prepare write off forms for appropriate signatures and clear receivables
                falling under bankruptcy.

            	
              X

            	 
	 	
              6.
                Update customer master data.

            	
              X

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    0.0 OTHER
      ITC
      ACTIVITIES (N.A. + EUROPE)  

     

    
      	 	
              Task

            	
              Hercules

            	
              Supplier

            
	 	
              1.
                Provide or make available ITC technical and process guidance and
                direction
                to Supplier, business units, shared services departments, and corporate
                groups as required.

            	
              X

            	 
	 	
              2.
                Receive, track, and resolve inquiries from any requesting authorized
                internal departments or third parties.

            	
              X

            	 


    

    12.0 REPORTING
      & RECORDS RETENTION (N.A.+ EUROPE) 

     

    
      	 	
              Task

            	
              Supplier

            	
              Hercules

            
	
              12.1

            	
              Reporting

            	 	 
	 	
              1.
                Perform standard reporting requirements as set forth in Schedule
                R.

            	
              X

            	 
	 	
              2.
                Provide ad hoc reports as requested.

            	
              X

            	 
	
              12.2

            	
              Record
                Retention

            	 	 
	 	
              1.
                Retain source documentation and reports-hard copies, CD ROM, Fiche,
                Film,
                and Imaging-in accordance with Hercules policies and
                procedures.

            	
              X

            	 
	 	
              2.
                Provide scanned document images for source documentation through
                an
                electronic imaging system.

            	
              X

            	 
	 	
              3.
                Retrieve archived reports and documentation as requested by
                Hercules.

            	
              X

            	 
	 	
              4.
                Maintain documentation in accordance with Hercules policies and
                procedures.

            	
              X

            	 
	 	
              5.
                Dispose of documentation in accordance with Hercules policies and
                procedures.

            	
              X

            	 


    

    13.0 PERFORMANCE
      MEASUREMENT (N.A.+ EUROPE)  

     

    
      	 	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	 	
              1.
                Provide consistent metrics and accounts receivable process performance
                information as set forth in Schedules E, G and R.

            	
              X

            	 
	 	 	
              2.
                Provide explanations relative to performance levels, root-cause analyses,
                corrective measures planned, etc. as requested by
                Hercules.

            	
              X

            	 
	 	 	
              3.
                Monitor and report performance and Service Levels, using agreed-upon
                measurement processes, tools, and methodologies.

            	
              X

            	 
	 	 	
              4.
                Review existing processes to evaluate ITC process performance and
                work
                with Hercules management to develop action plans to improve upon
                current
                performance levels.

            	
              X

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    4.0 MONITOR
      AND COMMUNICATE SERVICE COMPLIANCE (N.A.+ EUROPE)

     

    
      	 	 	
              Task

            	
              Supplier

            	
              Hercules

            
	 	 	
              1.
                Continuously audit adherence to Hercules ITC accounting rules and
                requirements.

            	
              X

            	 
	 	 	
              2.
                Facilitate Hercules audit of ITC processes, including compliance
                with
                defined rules and requirements.

            	
              X

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.6

    


    General
      Accounting

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    


    Table
      Of Contents

    


    


    1.0
       INTRODUCTION
      (NORTH AMERICA)3

    2.0 MONTHLY
      PROCESSING3

    3.0 INTER-COMPANY
      ACCOUNTING4

    4.0 INTANGIBLES4

    5.0 PERIOD
      CLOSING4

    6.0 ACCOUNT
      RECONCILIATION5

    7.0 REIMBURSABLE
      EXPENSES6

    8.0 HELP
      TICKETS / MASTER FILE MAINTENANCE6

    9.0 FIXED
      ASSETS7

    


     

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    


     

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    1.0
       INTRODUCTION
      (North America)

    The
      general accounting business process Services include the Services set forth
      below. Supplier shall provide such Services as of the Commencement Date.


    


    2.0 MONTHLY
      PROCESSING 

     

    
      	
              #

            	
              Task

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Create
                month end checklist, including standard journals, accruals, and other
                closing responsibilities. 

            	
              X

            	
               

            
	
              2. 

            	
              Follow
                established month end checklist, including standard journals, accruals,
                cycles, assessments, reports, etc. Document steps completed for control
                purposes (including Sarbanes Oxley related control
                purposes).

            	
               

            	
              X

            
	
              3. 

            	
              Prepare
                journal entries (“JE’s”), including JEs for legal, freight, relocation,
                debt, interest, bank fees, prepaid insurance, amortization of real
                estate
                commissions, interest on the benchmark loan, Florida Power and Light
                credits, debt issuance, intangibles, accounts payable, GE variance
                sharing, GR/IR clearing, South Africa, inter-company and
                others.

            	
               

            	
              X

            
	
              4. 

            	
              Approve
                standard journal entries and journal entries less than a pre-determined
                threshold set by Hercules.

            	
               

            	
              X

            
	
              5. 

            	
              Approval
                of journal entries greater than a pre-determined threshold (to be
                defined
                during the Transition Period), in accordance with Hercules approval
                hierarchy. Identify any issues/errors.

            	
              X

            	
               

            
	
              6. 

            	
              Correct
                issues/errors identified above. Resubmit for approval.

            	
               

            	
              X

            
	
              7. 

            	
              Post
                journal entries, including processing of journal entries
                prepared/submitted by non-controller departments, using approval
                process
                described above.

            	
               

            	
              X

            
	
              8. 

            	
              Validate
                recurring entry job runs or scheduled on the 28th calendar day of
                each
                month, and make corrections as necessary. Manually post as
                necessary.

            	
               

            	
              X

            
	
              9. 

            	
              File
                journal entries with supporting documentation.

            	
               

            	
              X

            
	
              10. 

            	
              Provide
                journal entry and supporting documentation to Hercules in electronic
                format.

            	
               

            	
              X

            
	
              11. 

            	
              Perform
                all applicable Sarbanes Oxley related controls, as specified by
                Hercules.

            	
               

            	
              X

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    3.0 INTER-COMPANY
      ACCOUNTING

    


    
      	
              #

            	
              Task

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Book
                monthly accruals for intercompany services (e.g., management group
                fee,
                know how, service fees).

            	
               

            	
              X

            
	
              2. 

            	
              Reconcile
                inter-company receivables and payables and verify eliminations on
                a
                consolidated basis in accordance with verification procedures pre-defined
                by Hercules.

            	
               

            	
              X

            
	
              3. 

            	
              Provide
                via email a report showing explanations for large dollar reconciling
                variances per Hercules-defined thresholds to Hercules in accordance
                with
                pre-defined quantitative analysis rules, the monthly checklist and
                policy
                guidelines established by Hercules for this purpose.

            	
               

            	
              X

            
	
              4. 

            	
              Reconcile
                inter-company accounts assigned to the U.S. group as defined in the
                account reconciliation process.

            	
               

            	
              X

            


    

    


    4.0 INTANGIBLES

     

    
      	
              #

            	
              Intangibles

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Maintain
                detailed schedules for patents, licenses, trademarks, trade names,
                etc.

            	
               

            	
              X

            
	
              2. 

            	
              Record
                amortization and any impairment as required.

            	
               

            	
              X

            
	
              3. 

            	
              Approve
                amortization and any impairment entries required.

            	
              X

            	
               

            
	
              4. 

            	
              Record
                amortization and any impairment as required for amounts above established
                approval thresholds (to be defined during the Transition Period)
                or
                retained responsibilities.

            	
              X

            	
               

            
	
              5. 

            	
              Reconcile
                intangible accounts, including accumulated amortization, as defined
                in the
                account reconciliation process set forth in the Policy and Procedures
                Manual.

            	
               

            	
              X

            


    

    


    


    5.0 PERIOD
      CLOSING 

     

    
      	
              #

            	
              Period
                Closing

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Develop
                accounting period-end timetables.

            	
              X

            	
               

            
	
              2. 

            	
              Run
                assessments / distribution and order settlement jobs. Investigate
                and
                correct any non-allocated costs, with Hercules approval using approval
                process described above, within the period-end timetable.

            	
               

            	
              X

            
	
              3. 

            	
              Verify
                that all cost centers and orders have cleared or settled (i.e., zeroed
                out) and resolve all issues before the end of the third workday,
                with
                Hercules approval using approval process described herein.

            	
               

            	
              X

            
	
              4. 

            	
              Run
                SAP reconciliation ledger. Investigate and correct any errors before
                the
                end of the third workday, with Hercules approval using the approval
                process described herein.

            	
               

            	
              X

            
	
              5. 

            	
              After
                the reconciliation ledger has completed, input tax computations to
                the
                general ledger.

            	
               

            	
              X

            
	
              6. 

            	
              On
                the morning of the fourth workday, run profit center accounting (“PCA”)
                reports to ensure all accounts have been properly allocated across
                businesses.

            	
               

            	
              X

            
	
              7. 

            	
              Verify
                all PCA cycles have been settled.

            	
               

            	
              X

            
	
              8. 

            	
              Check
                all profit centers are allocated and resolve any issues, with Hercules
                approval using approval process described herein.

            	
               

            	
              X

            
	
              9. 

            	
              Any
                closing issues identified after the SAP closing on the third work
                night,
                which requires SAP system to be reopened for that period, to be escalated
                to Hercules for resolution.

            	
               

            	
              X

            
	
              10. 

            	
              Hercules
                to reopen the period, if necessary

            	
              X

            	
               

            
	
              11. 

            	
              Provide
                assistance with any closing issues after the third workday that required
                the period to be reopened (e.g., posting journal entries, re-running
                cycles, etc.)

            	
               

            	
              X

            
	
              12. 

            	
              Prepare
                miscellaneous deferred charges report and divested entity accrual
                report
                on the fourth workday and submit to the manager of general ledger
                accounting.

            	
               

            	
              X

            
	
              13. 

            	
              Perform
                all applicable controls, as specified by Hercules or required under
                Sections 9.4 of 15.7 of the Agreement.

            	
               

            	
              X

            


    

    6.0 ACCOUNT
      RECONCILIATION 

     

    
      	
              #

            	
              Task

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Prepare
                list of account reconciliations.

            	
              X

            	
               

            
	
              2. 

            	
              Reconcile
                assigned accounts, providing analysis of the account activity, which
                should include explanations and support for the activity. Identify
                any
                reconciling differences. Reconciliations should include screen shots
                of
                the SAP balance being reconciled, and any third party report being
                reconciled to SAP.

            	
               

            	
              X

            
	
              3. 

            	
              Provide
                explanations for all reconciling variances in accordance with Hercules
                policy guidelines.

            	
               

            	
              X

            
	
              4. 

            	
              Submit
                reconciliations with related explanations and support to Hercules
                for
                approval.

            	
               

            	
              X

            
	
              5. 

            	
              Propose
                and obtain approval for any correcting journal entries.

            	
               

            	
              X

            
	
              6. 

            	
              Satisfy
                auditor requests for account fluxes for responsible
                accounts.

            	
               

            	
              X

            
	
              7. 

            	
              Update
                account reconciliation database for any new general ledger accounts
                or
                statistical orders as master data is updated.

            	
               

            	
              X

            
	
              8. 

            	
              Quarterly,
                review the account reconciliation database for
                completeness.

            	
               

            	
              X

            
	
              9. 

            	
              Prepare
                quarterly KPI report.

            	
              X

            	
               

            


    

    


     

    7.0 Reimbursable
      Expenses 

     

    
      	
              #

            	
              Reimbursable
                Expenses

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Analyze
                and gather requisite supporting documentation and prepare third party
                and
                inter-company invoices and journal entries, including those related
                to
                South Africa.

            	
               

            	
              X

            
	
              2. 

            	
              Approve
                inter-company invoices and journal entries in accordance with Hercules
                approval hierarchy and greater than a predetermined threshold.
                

            	
              X

            	
               

            
	
              3. 

            	
              Distribute
                approved invoices with supporting documentation to receiving
                company.

            	
               

            	
              X

            


    

    8.0 
      HELP
      TICKETS / MASTER FILE MAINTENANCE

     

    


    
      	
              #

            	
              Help
                Tickets / Master File Maintenance

            	
               Hercules

            	
               Supplier

            
	
              1. 

            	
              Receive
                all requests (add, change, block/unblock) via the Remedy help ticket
                database for updates to the SAP master data (e.g., G/L accounts,
                Cost
                Elements, Cost Centers, Profit Centers, Orders, Applicable groups,
                Cycles,
                etc), as well as other requests which include help with GRIR clearing,
                mass changes to the account reconciliation database, updating recurring
                entries, and others.

            	
               

            	
              X

            
	
              2. 

            	
              Submit
                requests for master file updates to Hercules for approval in accordance
                with Hercules approval hierarchy.

            	
               

            	
              X

            
	
              3. 

            	
              Approve
                requests for master file updates to Hercules for approval in accordance
                with Hercules approval hierarchy.

            	
              X

            	
               

            
	
              4. 

            	
              Update
                account reconciliation database for any new general ledger accounts
                or
                statistical orders, as master data is updated.

            	
               

            	
              X

            
	
              5. 

            	
              Maintain
                SAP master data (add, changes, blocks) relative to SAP’s FI/CO
                modules.

            	
               

            	
              X

            


    

    


    


    9.0 
      FIXED
      ASSETS 

     

    


    As
      part
      of the Transition Services, the Parties will address local statutory accounting
      requirements for the tasks below, subject to Section 15.7 of the
      Agreement.

    


    
      	
              #

            	
              Task

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Open
                approved capital spending requests in 3.1 Project System module in
                SAP
                (“PJS”).

            	
               

            	
               

            
	
              2. 

            	
              Approve
                capital project or short form projects (“SFP”) in appropriations
                database.

            	
              X

            	
               

            
	
              3. 

            	
              Approve
                customer equipment request (“CER”) for PTV customer
                equipment.

            	
              X

            	
               

            
	
              4. 

            	
              Create
                WBS elements consistent with proper asset class stratification for
                final
                assets when capital appropriation or CER is approved.

            	
               

            	
              X

            
	
              5. 

            	
              Review
                appropriation request to determine compliance with capital vs. expense
                policy. If not in compliance, project manager is notified that the
                project
                (or portions thereof) cannot be capitalized.

            	
               

            	
              X

            
	
              6. 

            	
              Notify
                project manager and manager of AR&C, that a project has been opened in
                SAP along with its project number.

            	
               

            	
              X

            
	
              7. 

            	
              Maintain
                KPI of opening within 48 hours of approval (unless there are legitimate
                reasons for taking longer).

            	
               

            	
              X

            
	
              8. 

            	
              SAP
                Master Data Maintenance

            	
               

            	
               

            
	
              9. 

            	
              Schedule
                dates for settling project system, running depreciation, and performing
                annual system rollover.

            	
              X

            	
               

            
	
              10. 

            	
              "Settle"
                Project System monthly and notify Manager-AR&C of
                completion.

            	
               

            	
              X

            
	
              11. 

            	
              "Run"
                depreciation monthly and notify Manager-AR&C of
                completion.

            	
               

            	
              X

            
	
              12. 

            	
              Post
                transaction for using 900 general ledgers.

            	 	
              X

            
	
              13. 

            	
              Perform
                annual fixed asset system rollover and notify Manager-AR&C of
                completion.

            	
               

            	
              X

            
	
              14. 

            	
              Asset
                Retirements in 3.1 Fixed Asset System

            	
               

            	
               

            
	
              15. 

            	
              Retirement
                requests communicated to Supplier in various formats.

            	
              X

            	
               

            
	
              16. 

            	
              Assets
                are retired upon receipt of an asset listing (approved by
                Manager-AR&C) for physical verifications, scrapped assets, or other
                asset removals. Retirement transactions are noted with a proper text
                description. Activity is reported back to the requestor and
                Manager-AR&C.

            	
               

            	
              X

            
	
              17. 

            	
              Assets
                are retired on scheduled date based upon receipt of Sheet 17 of an
                Appropriation Request or Sheet 21 of an SFP. Retirement transactions
                are
                noted with proper text description. Activity is reported to requestor
                and
                Manager-AR&C and is filed in project folder. 

            	
               

            	
              X

            
	
              18. 

            	
              Assets
                are retired upon receipt of a request from Manager-AR&C for assets
                that are sold. Retirement transactions are noted with proper text
                description. Activity is reported to Manager-AR&C.

            	
               

            	
              X

            
	
              19. 

            	
              Monitor
                and correct, if necessary, activity in gain/loss account to reflect
                proper
                profit centers and notify Manager-AR&C of completion.

            	
               

            	
              X

            
	
              20. 

            	
              Asset
                Transfers in 3.1 Fixed Asset System

            	
               

            	
               

            
	
              21. 

            	
              Transfer
                requests communicated to Supplier.

            	
              X

            	
               

            
	
              22. 

            	
              Assets
                are transferred upon receipt of a request from Manager-AR&C between
                3.1 companies. Activity is reported to Manager-AR&C. Depreciation
                lives need to be adjusted for receiving company assets.

            	
               

            	
              X

            
	
              23. 

            	
              Assets
                are transferred upon receipt of a request from Manager-AR&C between a
                3.1 company and a non-3.1 company. Activity is reported to
                Manager-AR&C. Depreciation lives need to be adjusted for receiving
                company assets

            	
               

            	
              X

            
	
              24. 

            	
              Assets
                are transferred upon receipt of a request from Manager-AR&C between
                plants within a 3.1 company. Activity is reported to requestor and
                Manager-AR&C.

            	
               

            	
              X

            
	
              25. 

            	
              Cost
                centers and/or locations are changed for assets within a plant based
                on
                request from local controller. Activity is reported to requestor
                and
                Manager-AR&C.

            	
               

            	
              X

            
	
              26. 

            	
              Pre-Project
                Expenses -- Global in $US

            	
               

            	
               

            
	
              27. 

            	
              Open
                internal orders for pre-project expenses.

            	
              X

            	
               

            
	
              28. 

            	
              Approve
                pre-project expenditures for materials.

            	
              X

            	
               

            
	
              29. 

            	
              Issue
                monthly report for pre-project expenses (SAP 3.1 and 4.6 corps) to
                distribution list supplied by Manager-AR&C..

            	
               

            	
              X

            
	
              30. 

            	
              Monitor
                policy compliance and follow-up on acts of non-compliance.

            	
               

            	
              X

            
	
              31. 

            	
              CAPEX
                Reporting -- Global in $US

            	
               

            	
               

            
	
              32. 

            	
              Supply
                criteria for level of detail required, e.g.
                location, business, major project.

            	
              X

            	
               

            
	
              33. 

            	
              Perform
                assets acquisition reconciliation (reconciles PJS to FXA).

            	
               

            	
              X

            
	
              34. 

            	
              Convert
                data for 3.1 companies from PJS to $US.

            	
               

            	
              X

            
	
              35. 

            	
              Collect
                data for 4.6 companies and Mexico from local sources and Hyperion
                in
                $US.

            	
               

            	
              X

            
	
              36. 

            	
              Forward
                data (collected above) to person responsible for publishing
                report.

            	
               

            	
              X

            
	
              37. 

            	
              Close
                Capital Projects in 3.1 Project System

            	
               

            	
               

            
	
              38. 

            	
              Issue
                closing notice.

            	
              X

            	
               

            
	
              39. 

            	
              Detail
                assets with proper descriptions, values, and asset classes and "settle"
                to
                Fixed Asset System (“FXA”) when closing notice is received. Activity is
                reported back to project manager and Manager-AR&C.

            	
               

            	
              X

            
	
              40. 

            	
              Determine
                if tax basis is different from book basis and local GAAP
                (statutory).

            	
               

            	
              X

            
	
              41. 

            	
              Determine
                if depreciation rate or method is different from default, book and
                tax and
                local GAAP (statutory).

            	
               

            	
              X

            
	
              42. 

            	
              Maintain
                current KPI of closing within 1 month of closing notice
                receipt.

            	
               

            	
              X

            
	
              43. 

            	
              Monitor
                status of open projects to ensure closing notices are not
                delinquent.

            	
               

            	
              X

            
	
              44. 

            	
              Accounting
                for Corporate Engineering

            	
               

            	
               

            
	
              45. 

            	
              Establish
                annual budget and cost centers.

            	
              X

            	
               

            
	
              46. 

            	
              "Settle"
                Corporate Engineering cost centers at month end.

            	
               

            	
              X

            
	
              47. 

            	
              Monitor
                Deferred Engineering costs during year for possible
                adjustment.

            	
               

            	
              X

            
	
              48. 

            	
              Report
                results to management.

            	
               

            	
              X

            
	
              49. 

            	
              Lease
                vs. Buy - Monitor Lease Policy

            	
               

            	
               

            
	
              50. 

            	
              Lease
                request data communicated to Supplier and Treasury.

            	
              X

            	
               

            
	
              51. 

            	
              Supplier
                determines if capital or operating lease.

            	
               

            	
              X

            
	
              52. 

            	
              Treasury
                determines economics of buy vs. lease.

            	
              X

            	
               

            
	
              53. 

            	
              If
                capital lease, needs approval by controller.

            	
              X

            	
               

            
	
              54. 

            	
              Acquisitions
                in 3.1 Fixed Asset System

            	
               

            	
               

            
	
              55. 

            	
              List
                of asset descriptions, depreciation lives, and values supplied to
                Supplier.

            	
              X

            	
               

            
	
              56. 

            	
              Assets
                set-up in Fixed Asset System.

            	
               

            	
              X

            
	
              57. 

            	
              Insurance
                Replacement Values in 3.1 Fixed Asset System

            	
               

            	
               

            
	
              58. 

            	
              Inflation
                factors supplied to Supplier.

            	
              X

            	
               

            
	
              59. 

            	
              Book
                95 values updated in Fixed Asset System.

            	
               

            	
              X

            
	
              60. 

            	
              Specialized
                Fixed Asset Accounting

            	
               

            	
               

            
	
              61. 

            	
              Provide
                specific direction, and/or amortization schedules, to Supplier so
                that
                specific and/or recurring journal entries can be made by
                Supplier.

            	
              X

            	
               

            
	
              62. 

            	
              Provide
                fixed asset data to Supplier for mass changes requiring a DLSM for
                retirements, post-capitalizations, etc.

            	 	
              X

            
	
              63. 

            	
              Prepare
                journals for shared assets with third parties to reflect HPC costs
                and
                deferred liabilities.

            	
               

            	
              X

            
	
              64. 

            	
              Prepare
                journals to reflect reclassification of fixed assets to assets held
                for
                sale.

            	
               

            	
              X

            
	
              65. 

            	
              Prepare
                journals to reflect impact of deferred customer equipment
                sales.

            	
               

            	
              X

            
	
              66. 

            	
              Prepare
                journals to adjust system depreciation for assets that are no longer
                to be
                depreciated.

            	
               

            	
              X

            
	
              67. 

            	
              Post
                capitalized interest to proper WBS in Project System.

            	
               

            	
              X

            
	
              68. 

            	
              Report
                all overrides of depreciation default for new or existing assets
                to
                Manager-AR&C.

            	
               

            	
              X

            
	
              69. 

            	
              Prepare
                journals for tenant improvement allowances and deferred rent
                adjustments.

            	
               

            	
              X

            
	
              70. 

            	
              Prepare
                journals for Microsoft Enterprise Agreement.

            	
               

            	
              X

            
	
              71. 

            	
              Prepare
                and post DLSM’s for mass data changes to fixed asset
                records.

            	 	
              X

            
	
              72. 

            	
              Maintenance
                of Customer Data in Customer Equipment Assets

            	
               

            	
               

            
	
              73. 

            	
              Provide
                changes in customer data.

            	
              X

            	
               

            
	
              74. 

            	
              Make
                customer data changes in Fixed Assets System with notification to
                Manager-AR&C. 

            	
               

            	
              X

            
	
              75. A
                Hercules representative currently doing this work is located in
                Jacksonville in the PTV Business Analysis/Sales Reporting function
                and
                will be replaced by Supplier under this Agreement. Such individual’s
                activities will be deemed part of the Services. Parties to create
                a
                Statement of Work further describing such individuals activities
                during
                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.

      

    

     

    


    


    


    


    


    


    


    


    HERCULES

    


    Schedule
      E.7

    


    Business
      Analysis

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


     TABLE
      OF CONTENTS

    


    


    1.0 Introduction
      - Global Business Analysis3

     

    2.0 General
      Requirements3

     

    3.0 Corporate
      Indirect Expense Analysis and Budgeting3

     

    4.0 Line
      of Sight Reporting, Analysis and Budgeting3

     

    5.0 Business
      Indirect Expense Reporting, Analysis & Budgeting4

     

    6.0 Working
      Capital Reporting & Analysis4

     

    7.0 Sales
      Reporting, Analysis and Budgeting4

     

    8.0 SHERA
      Line of Sight expense5

     

    9.0 Finance
      Line of Sight expense5

     

    10.0 Environmental
      Expense Reporting, Analysis & Budgeting5

     

    11.0 Raw
      material/ Procurement Reporting, Analysis & Budgeting6

     

    12. Reports6

     

    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    1.0Introduction
      - Global Business Analysis 

     

    Business
      analysis activities include preparation of budgets, actual vs. budget tracking,
      monthly re-forecasts and compilation of cost center budgeting. This also
      includes report generation for various business units within the organization
      and report analysis.

    


     

    2.0General
      Requirements

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              1. 

            	
              Formulate
                basic planning guidelines

            	
              X

            	 
	
              2. 

            	
              Develop
                the reporting pattern for planning cycles

            	
              X

            	 
	
              3. 

            	
              Develop
                the data collation and reporting package

            	
              X

            	 
	
              4. 

            	
              Roll
                out the package and instructions across businesses

            	
              X

            	 
	
              5. 

            	
              Collate
                the data

            	 	
              X

            
	
              6. 

            	
              Prepare
                draft budget package

            	 	
              X

            
	
              7. 

            	
              Review
                the data 

            	
              X

            	 
	
              8. 

            	
              Approve
                the budget

            	
              X

            	 
	
              9. 

            	
              Roll
                out the budget to the businesses

            	
              X

            	 
	
              10. 

            	
              Compare
                actuals, budgets and forecast

            	 	
              X

            
	
              11. 

            	
              Report
                out the variances identified

            	 	
              X

            


    

     

    3.0Corporate
      Indirect Expense Analysis and Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              12. 

            	
              Prepare
                pre close report (Flash Report)

            	 	
              X

            
	
              13. 

            	
              Prepare
                accruals / deferrals of expenses

            	 	
              X

            
	
              14. 

            	
              Final
                report for the month

            	 	
              X

            
	
              15. 

            	
              Prepare
                expense bridges vs. plan and prior year

            	 	
              X

            
	
              16. 

            	
              Research
                questions received from department heads / Authorized Users- Prepare
                adhoc
                reports as needed

            	 	
              X

            
	
              17. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              18. 

            	
              Maintain
                cost center hierarchies for reporting basis -- ensure the mapping
                and the
                reporting is correct

            	 	
              X

            
	
              19. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              20. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              21. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            


    

     

    4.0Line
      of
      Sight Reporting, Analysis and Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              22. 

            	
              Prepare
                final report for the month (regional summary)

            	 	
              X

            
	
              23. 

            	
              Research
                questions received from department heads / Authorized Users - Prepare
                adhoc reports as needed

            	 	
              X

            
	
              24. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              25. 

            	
              Maintain
                Cost center hierarchies for reporting basis -- ensure the mapping
                and the
                reporting is correct

            	 	
              X

            
	
              26. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              27. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              28. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            
	
              29. 

            	
              Load
                budgets into Excel reporting models 

            	 	
              X

            


    

     

    5.0Business
      Indirect Expense Reporting, Analysis & Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              30. 

            	
              Prepare
                pre close report (flash Report)

            	 	
              X

            
	
              31. 

            	
              Prepare
                accruals / deferrals of expenses - sales incentives

            	 	
              X

            
	
              32. 

            	
              Final
                report for the month

            	 	
              X

            
	
              33. 

            	
              Prepare
                expense bridges vs. plan and prior year - Qtrly

            	 	
              X

            
	
              34. 

            	
              Research
                questions received from department heads / Authorized
                Users

            	 	
              X

            
	
              35. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              36. 

            	
              Maintain
                cost center hierarchies for reporting basis -- ensure the mapping
                and the
                reporting is correct

            	 	
              X

            
	
              37. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              38. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              39. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            
	
              40. 

            	
              Load
                budgets into Excel
                reporting models

            	 	
              X

            


    

     

    6.0Working
      Capital Reporting & Analysis

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              41. 

            	
              Prepare
                accounts receivable, inventory & payables cash generated
                reports

            	 	
              X

            
	
              42. 

            	
              Prepare
                ratio reports for above categories

            	 	
              X

            
	
              43. 

            	
              Research
                questions received from department heads / Authorized Users - prepare
                ad-hoc reports as needed

            	 	
              X

            
	
              44. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              45. 

            	
              Maintain
                hierarchies for reporting basis

            	 	
              X

            
	
              46. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              47. 

            	
              Track
                budgets along with actual results

            	 	
              X

            


    

     

    7.0Sales
      Reporting, Analysis and Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              48. 

            	
              Prepare
                sales and profitability reports - sales incentive tracking, end market
                reporting, product line reporting, new product launches,
                others.

            	 	
              X

            
	
              49. 

            	
              Research
                questions received from department heads / Authorized Users - prepare
                adhoc reports as needed

            	 	
              X

            
	
              50. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              51. 

            	
              Maintain
                customer / market segment hierarchies for reporting basis

            	 	
              X

            
	
              52. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              53. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              54. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            
	
              7.1

            	
              Other
                PTV Sales Activities

            	 	 
	
              55. 

            	
              Maintain
                equipment asset listings

            	 	
              X

            
	
              56. 

            	
              Restate
                sales data in the business warehouse (BW)

            	 	
              X

            


    

     

    8.0SHERA
      Line of Sight expense

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              57. 

            	
              Run
                and download SAP reports

            	 	
              X

            
	
              58. 

            	
              Research
                questions received from department heads / Authorized Users- prepare
                adhoc
                reports as needed

            	 	
              X

            
	
              59. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              60. 

            	
              Maintain
                cost center hierarchies for reporting basis

            	 	
              X

            
	
              61. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              62. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              63. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            


    

     

    9.0Finance
      Line of Sight expense

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              64. 

            	
              Run
                SAP reports and download for distribution

            	 	
              X

            
	
              65. 

            	
              Research
                questions received from department heads / Authorized Users- prepare
                adhoc
                reports as needed

            	 	
              X

            
	
              66. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              67. 

            	
              Maintain
                cost center hierarchies for reporting basis

            	 	
              X

            
	
              68. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              69. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              70. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            


    

     

    10.0Environmental
      Expense Reporting, Analysis & Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              71. 

            	
              Run
                SAP reports and download for distribution

            	 	
              X

            
	
              72. 

            	
              Develop
                maintain worldwide balance sheet rollforward of accounts

            	 	
              X

            
	
              73. 

            	
              Research
                questions received from department heads / Authorized Users- prepare
                adhoc
                reports as needed

            	 	
              X

            
	
              74. 

            	
              Agree
                reports to control totals (Hyperion system)

            	 	
              X

            
	
              75. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              76. 

            	
              Load
                budgets into SAP

            	 	
              X

            
	
              77. 

            	
              Load
                budgets into Hyperion as requested

            	 	
              X

            
	
              78. 

            	
              Load
                budgets/ forecasts into Excel reporting models

            	 	
              X

            


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    1.0Raw
      material/ Procurement Reporting, Analysis & Budgeting

     

    
      	
              S
                No.

            	
              Business
                Analysis Services (Tasks)

            	
              Hercules

            	
              Supplier

            
	
              79. 

            	
              Run
                and Distribute SAP BW reports for spending by major raw material,
                spending
                by SBU, by plant, by owner.

            	 	
              X

            
	
              80. 

            	
              Research
                questions received from department heads / Authorized Users- prepare
                adhoc
                reports as needed

            	 	
              X

            
	
              81. 

            	
              Develop/maintain
                templates for capturing budgets (annual process)

            	
              X

            	 
	
              82. 

            	
              Load
                budgets / forecasts into SAP

            	 	
              X

            
	
              83. 

            	
              Load
                budgets / forecasts into Hyperion as requested

            	 	
              X

            
	
              84. 

            	
              Load
                budgets / forecasts into excel reporting model

            	 	
              X

            


    

    


     

    12.Reports

     

    Supplier
      shall provide the business analysis related deliverable and Reports set forth
      in
Attachment
      E.7A
      and as
      described in that Attachment.

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.8

    


    Sarbanes
      Oxley

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Table
      of Contents

    


    1.0
       Introduction

    2.0
       Policies
      and Procedures

    3.0
       Initial
      Transfer of In-Scope Processes

    4.0  Business
      Level Risk Assessment

    5.0 Controls
      Assessment 

    6.0 Sarbanes-Oxley
      Testing

    7.0 SAS
      70 Type II Audits

    8.0 Ongoing
      Sarbanes-Oxley Support

    9.0 Representations

    10.0 General 

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      	
              Hercules
                Requirements

            	
              Hercules

              Responsibility

            	
              Supplier

              Responsibility

            
	
              1.0 Introduction

            	 	 
	
              This
                Schedule sets forth the control framework and related Sarbanes Oxley
                (“SOX”) compliance activities that govern all Services to be provided by
                the Supplier. This Schedule sets forth the responsibilities of Supplier
                in
                delivering all Services in a SOX-compliant manner. Supplier will
                be
                responsible for the functions noted in the Supplier Responsibility
                column.

            	 	 
	
              2.0 Policies
                and Procedures

            	 	 
	
              Hercules'
                and Supplier's responsibilities include the following:

            	 	 
	
              1. Develop
                accounting policies, procedures, and instructions (including record
                retention) and communicate to Supplier.

            	
              X

            	 
	
              2. Deliver
                services, record transactions, etc. based on Hercules accounting
                policies,
                procedures, and instructions to the extent applicable to Supplier's
                areas
                of responsibility. 

            	 	
              X

            
	
              3. Maintain
                updated documentation (e.g., process narratives, process flows, control
                objectives, control activities) related to the controls and services
                performed.

            	 	
              X

            
	
              4. Approve
                changes and revisions to documentation.

            	
              X

            	 
	
              5. Address
                issues and perform required actions as a result of Hercules internal
                control policy changes.

            	 	
              X

            
	
              6. Review
                potential control issues, audit results and recommendations as a
                part of
                the regularly scheduled monthly governance meeting. Any meetings
                required
                to address specific issues and their resolution will be scheduled
                as per
                Hercules request. 

            	 	
              X

            
	
              3.0 Initial
                Transfer of In-Scope Processes

            	 	 
	
              Hercules'
                and Supplier's responsibilities include the following:

            	 	 
	
              1. Provide
                existing process documentation, including control objectives and
                control
                activities, to Supplier during knowledge transfer.

            	
              X

            	 
	
              2. Work
                with Supplier to verify that Supplier understands the processes,
                control
                objectives, activities, and testing requirements.

            	
              X

            	 
	
              3. Work
                with Hercules to verify understanding of Hercules processes, control
                objectives, activities, and testing requirements.

            	 	
              X

            
	
              4. In
                consultation with Hercules personnel, revise/update existing, or
                as
                required prepare new, documentation (process flows, narratives, etc)
                to
                support the control activities and services to be executed by Supplier.
                

            	 	
              X

            
	
              5. Review
                and approve all revisions/updates to and/or new documentation for
                the
                control activities to be executed by the Supplier.

            	
              X

            	 
	
              6. Assist
                Hercules to manage the transition from the current state (where Hercules
                is responsible for designing, implementing, and reporting on internal
                controls over the activities within scope) to the proposed state
                (where
                Hercules is responsible for the design of controls but Supplier implements
                and reports on such controls).

            	 	
              X

            
	
              7. Intentionally
                blank.

            	 	 
	
              8. Design
                key controls for the Services.

            	
              X

            	 
	
              9. Implement,
                with Hercules approval, and appropriate support from Hercules’ auditors,
                changes to procedures that incorporate Hercules required control
                changes.

            	 	
              X
                

            
	
              4.0 Business
                Level Risk Identification and Assessment

            	 	 
	
              Hercules'
                and Supplier's responsibilities include the following:

            	 	 
	
              1. Manage/coordinate
                overall business risk assessment process for Hercules’ business
                environment.

            	
              X

            	 
	
              2. Participate
                in the business risk assessment process as required by
                Hercules.

            	 	
              X

            
	
              3. Evaluate
                business level risks.

            	
              X

            	 
	
              4. Support
                and execute remediation of business level risks as requested or authorized
                by Hercules within a timeframe agreed to by Hercules and Supplier.
                For any
                material and significant control risks and/or key control deficiencies
                identified, remediate intra-quarter to the extent possible or identify
                mitigating / compensating controls to address the risks.

            	 	
              X

            
	
              5. Provide
                data requested by Hercules to support enterprise risk assessment
                memo.

            	 	
              X

            
	
              6. Prepare,
                at transition and then annually, an enterprise risk assessment
                memo.

            	
              X

            	 
	
              5.0 Controls
                Assessment

            	 	 
	
              Hercules'
                and Supplier's responsibilities include the following:

            	 	 
	
              1. Define
                and communicate instructions to Supplier regarding its role in supporting
                the controls risk assessment.

            	
              X

            	 
	
              2. Provide
                timelines, standards, and requirements for controls assessment
                support.

            	
              X

            	 
	
              3. Complete
                Hercules management controls and review controls assessment checklist
                as
                instructed by Hercules using the Hercules specified compliance tool.
                Update the assessment as necessary in response to changes in the
                control
                environment and communicate identified risks to Hercules as soon
                as
                identified.

            	 	
              X

            
	
              4. Work
                with Supplier to assess the design effectiveness of the key financial
                control points / processes.

            	
              X

            	 
	
              4.1. Recommend
                options for corrective actions for any operating or design deficiencies
                identified relative to Services and control activities performed/executed
                by Supplier.

            	 	
              X

            
	
              5. Review
                and approve corrective actions to operating or design deficiencies
                identified relative to Services and control activities performed/executed
                by Supplier.

            	
              X

            	 
	
              6. Provide
                support for Hercules assessment of the design effectiveness of the
                key
                financial control points/processes.

            	 	
              X

            
	
              7. Evaluate
                control risks.

            	
              X

            	
              X

            
	
              8. Update
                assessment for changes in the control environment.

            	 	
              X

            
	
              9. Communicate
                identified risks/deficiencies to Hercules.

            	 	
              X

            
	
              10. Recommend
                corrective actions for deficiencies.

            	 	
              X

            
	
              11. Review
                and approve corrective action plans and related process
                changes.

            	
              X

            	 
	
              12. Support
                and execute remediation of control risks as requested/authorized
                by
                Hercules within the timeframe agreed upon with Hercules.

            	 	
              X

            
	
              13. Update
                documentation and maintain appropriate audit trails.

            	 	
              X

            
	
              6.0 Sarbanes-Oxley
                Testing

            	 	 
	
              Hercules'
                and Supplier's responsibilities include the following:

            	 	 
	
              1. Establish
                timelines, standards, sample sizes, and criteria for testing controls
                and
                retesting following remediation if applicable.

            	
              X

            	 
	
              2. Perform
                control assessment testing per criteria provided by Hercules; this
                testing
                shall be performed at a minimum, three times per year by
                Supplier.

            	 	
              X

            
	
              3. Provide
                support and participate in testing performed by third
                parties.

            	 	
              X

            
	
              4. Evaluate
                testing results and approve satisfactory areas.

            	
              X

            	 
	
              5. Recommend
                appropriate corrective actions to remediate weaknesses identified
                by
                management testing and/or auditors and implement Hercules approved
                corrective actions.

            	 	
              X

            
	
              6. Approve
                appropriate corrective actions to remediate weaknesses identified
                by
                management testing and/or auditors.

            	
              X

            	 
	
              7. Implement
                Hercules approved corrective action plans.

            	 	
              X

            
	
              8. Remediate
                exceptions found in testing of key SOX controls.

            	 	
              X

            
	
              9. Retest
                key control areas that had testing exceptions. 

            	 	
              X

            
	
              10. Repeat
                remediation/retesting cycle until key control areas are free of testing
                exceptions.

            	 	
              X

            
	
              11. Support
                Hercules designated auditors and their audit, documentation and other
                requirements as instructed by Hercules. 

            	 	
              X

            
	
              7.0 SAS
                70 Type II Audits

            	 	 
	
              Subject
                to Section 9.12(i) of the Agreement, Hercules' and Supplier's
                responsibilities include:

            	 	 
	
              1. Contract
                with auditor for the conduct of the SAS 70 audit.

            	 	
              X

            
	
              2. Schedule
                SAS 70 Type II review at Supplier Facilities.

            	 	
              X

            
	
              3. Coordinate
                with Hercules to plan the scope and timing of each SAS 70 Type II
                review
                in accordance with Section 9.12 of the Agreement. At a minimum the
                SAS 70
                Type II audit will include the following general control
                objectives:

            	 	
              X

            
	
              3.1. Security
                management

            	 	
              X

            
	
              3.2. Asset
                classification and management / data security

            	 	
              X

            
	
              3.3. Personnel
                security

            	 	
              X

            
	
              3.4. Physical
                and environmental security

            	 	
              X

            
	
              3.5. Operations
                management

            	 	
              X

            
	
              3.6. System
                access management and network security

            	 	
              X

            
	
              3.7. Communications
                security

            	 	
              X

            
	
              3.8. Application
                development, maintenance, and implementation event
                journaling

            	 	
              X

            
	
              4. Maintain
                appropriate control environment over the computer processing and
                input/output controls, including updated documentation (process
                narratives, process flows, control objectives, control activities)
                in a
                format that facilitates SAS 70 Type II reviews. 

            	 	
              X

            
	
              5. Coordinate
                the reviews so they are completed in a timely manner in accordance
                with
                the Section 9.12 of the Agreement.

            	 	
              X

            
	
              6. Work
                with the auditor to resolve issues and queries during the
                review.

            	 	
              X

            
	
              7. Remediate
                exceptions found during the audit.

            	 	
              X

            
	
              8. Provide
                SAS 70 Type II report to Hercules as set forth in the Section 9.12(i)
                of
                the Agreement. 

            	 	
              X

            
	
              9. Proactively/affirmatively
                advise Hercules of all input/output and monitoring controls Hercules
                is
                required to implement and perform in conjunction with the
                Services.

            	 	
              X

            
	
              10. Comply
                with changes in reporting requirements issued by the PCAOB, SEC,
                or other
                regulatory bodies in accordance with Section 15.7 of the
                Agreement.

            	 	
              X

            
	
              11. Review
                SAS 70 Type II final report and subsequent events report. Evaluate
                whether
                controls are adequate. 

            	
              X

            	 
	
              8.0 Ongoing
                Sarbanes-Oxley and Other Regulatory Support

            	 	 
	
              Supplier's
                responsibilities include the following:

            	 	 
	
              1. Cooperate
                with and assist Hercules in maintaining effective internal controls
                over
                financial reporting. 

            	 	
              X

            
	
              2. Cooperate
                with and assist Hercules in meeting Hercules obligations under Sections
                302, 404 and 906 of the Sarbanes Oxley Act of 2002.

            	 	
              X

            
	
              3. Assist
                in the preparation and maintenance of the process and testing
                documentation and testing required by the Sarbanes-Oxley Act of 2002,
                in
                accordance with the methodologies established by Hercules.


            	 	
              X

            
	
              4. Comply
                with changes in control and reporting requirements issued by the
                PCAOB,
                SEC, or other regulatory bodies.

            	 	
              X

            
	
              9.0 Representations

            	 	 
	
              Supplier's
                responsibilities include the following:

            	 	 
	
              1. Provide
                Hercules with a quarterly management representation letter that represents
                that the Supplier has communicated any adverse internal control issues
                if
                applicable to Hercules and certifies that:

            	 	
              X

            
	
              1.1. Supplier
                is not aware of any fraud or irregularities.

            	 	
              X

            
	
              1.2. Supplier
                has notified Hercules of all known material liabilities.

            	 	
              X

            
	
              1.3. All
                internal process and procedures have been followed.

            	 	
              X

            
	
              1.4. All
                financial records and related data in the possession and control
                of
                Supplier has been made available upon request to the Hercules designated
                auditors for review and examination.

            	 	
              X

            
	
              1.5. There
                have been no material changes to the control environment.

            	 	
              X

            
	
              10.0 General

            	 	 
	
              Hercules
                and Suppliers responsibilities include the following:

            	 	 
	
              1. Define
                escalation process with Hercules for Supplier to obtain clarification
                of
                internal control issues and questions.

            	
              X

            	 
	
              2. Communicate
                material issues to Hercules as they arise via the issues management
                process. Perform Root Cause Analysis of such issues, and identify
                and
                implement required remediation. For any material and significant
                control
                risks and/or key control deficiencies identified, remediate intra-quarter
                to the extent possible or identify mitigating / compensating controls
                to
                address the risks.

            	 	
              X

            
	
              3. As
                requested by Hercules, participate in quarterly financial reporting
                and
                controls committee meetings with a focus on control and financial
                reporting activities, as per the agreed Communications
                Plan

            	 	
              X

            
	
              4. Record
                and update all open controls issues in the Hercules-designated tracking
                tool. 

            	 	
              X

            
	
              5. Provide
                personnel to participate, as reasonably requested by Hercules, in
                internal
                control workshops/ assessment activities, with costs (if any) to
                be borne
                by Hercules.

            	 	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.9

    


    Applications
      Development

    and

    Maintenance

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


     

    Table
      of Contents

    


    1.0 GENERAL3

    2.0 RESOURCES.3

    3.0 METHODOLOGIES,
      STANDARDS and ARCHITECTURE5

     3.1 Application
      Methodologies, Tools and Practices5

     

    3.2 Application
      Standards6

     

    3.3 Application
      Architecture6

    
      4.0APPLICATION
        PRODUCTION SYSTEMS SUPPORT

    

     

     

    5.0 ADM
      Project/Enhancement Work9

    6.0 Non-SAP
      Production Support/Projects/Enhancements10

    7.0 Intentionally
      blank11

     9.1 Reports11

     

    9.2 Reviews12

     

      10.0
        Change Management

    

     

     

    11.0 Application
      Release Control13

    12.0 Existing
      or New Application Integration13

    13.0 Application
      Disaster Recovery AND Business Continuity14

    14.0 OTHER
      Technology support14

    


     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    11.0 GENERAL

     

    As
      of the
      Commencement Date, the Supplier will be responsible for providing Application
      development and maintenance (ADM) Services required in this Statement of Work.
      The Supplier will provide ADM Services for the Applications Software and
      technologies described in Attachment E.9A. The Supplier will be initially
      responsible for providing ADM Services for the Hercules Applications and
      technologies existing as of the Commencement Date. Both Parties agree that
      the
      Applications and technologies in the Hercules portfolio will change over time,
      including changes to existing Applications, retirement of existing Applications,
      and development and implementation of new Applications. 

    


    If
      Hercules (or a Hercules Third Party Contractor) (i) develops or implements
      an
      extension or change to any of the Applications or technologies set forth in
      Attachment
      E.9A,
      or (ii)
      adds new technologies or Applications to Hercules’ information technology
      environment that is similar to the existing technologies or Software set forth
      in Attachment
      E.9A,
      Attachment
      E.9A
      shall be
      accordingly amended to incorporate such extension, change, or new technology
      or
      Application. 

    


    The
      Supplier shall interact with the Hercules Third Party Contractor who is
      responsible for the delivery of IT infrastructure services and the management
      of
      certain IT operational processes. As such, some of the interactions defined
      in
      this Statement of Work between the Supplier and Hercules may actually be
      interactions with the Hercules Third Party Contractors. The Supplier will
      interact with that such Hercules Third Party Contractors in the same manner
      as
      they would with Hercules pursuant to Section 4.6 of the Agreement. 

     

    
      	
              12.0

            	
              RESOURCES. 

            


    

     

    The
      Supplier’s responsibilities include:

     

     

    
      	
              1.

            	
              Providing
                dedicated resources in accordance with Schedule
                M.:

            


    

     

    For
      purposes of further definition, the resources set forth in Schedule M shall
      have
      competencies relating to the following:

     

    SAP
      Financials: modules FI-GL/AP/AR/AM, CO-CCA/PA, EC-PCA, IO, PS, Cash Management
      along with all integration to satellite systems and outside parties (e.g.
      banks.) Treasury / In-house Cash modules may be added to this portfolio as
      part
      of the planned technical upgrade.

     

    SAP
      Supply Chain Management: MM,WM, PP, PM, QM, EH&S, IM, Barcode software along
      with all integration to satellite systems and outside parties (e.g. Odyssey,
      Barcode systems, etc.)

     

    SAP
      Sales
      and Distribution: SD, MM along with all integration to satellite systems and
      outside parties (e.g. Odyssey, Aspentech, etc.)

     

    Business
      Intelligence: SAP BW and QlikTech

     

    These
      competencies may evolve over time to include other SAP modules, other
      Applications, or other technologies. 

     

     

    
      	
              2.

            	
              Providing
                pooled production support and project / enhancement support hours
                for
                requests directed to the Supplier for the non-SAP technologies listed
                in
                Attachment E.9A (Hercules Applications and Technologies Portfolio).
                The
                level of support for this work will be the equivalent of (or better
                than)
                the current output from 2.5 Hercules FTEs (2.5x2080 hours). The mix
                and
                level of resources assigned to the pool of hours should be defined
                by the
                Supplier and it will be managed with input from Hercules.
                

            


    

     

     

    
      	
              3.

            	
              Balancing
                the assignment and flexibility of staff between application productions
                systems support and enhancement/project work to insure that all Service
                Levels and Critical Deliverables are provided in accordance with
                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.

      

    


     

    
      	
              4.

            	
              Insuring
                that the staff meet the following minimum experience and qualification
                requirements:

            


    

     

    
      	
              Role

            	
              Minimum
                Experience

            	
              Minimum
                Qualifications

            
	
              Senior
                Expert

            	
              • 7-10
                years configuration experience on particular modules required


              • Experience
                on Version 3.1 or higher

              • Experience
                on mySAP ERP

              • 7-10
                years of experience working with business users and related business
                processes 

            	
              • BS
                Degree in Computer Science from an accredited University.

              • SAP
                Training in Version 3.1 and 4.0 or higher.

              • Excellent
                command of English language.

              • Excellent
                communication skills, both oral and written.

              • Excellent
                understanding of related business processes

              • Excellent
                understanding of integration with other business
                processes

            
	
              Expert

            	
              • 5
                yrs configuration experience on particular modules required

              • Experience
                on Version 4.6 or higher

              • Experience
                on mySAP ERP

              • At
                least 5 years of experience working with business users and related
                business processes

            	
              • BS
                Degree in Computer Science from an accredited University

              • SAP
                Training in Version 4.0 or higher

              • Excellent
                command of English language.

              • Excellent
                communication skills, both oral and written.

              • Excellent
                understanding of related business processes

              • Excellent
                understanding of integration with other business
                processes

            
	
              Consultant

            	
              Minimum
                Experience

              •         
                2
                to 4 years of configuration experience on particular modules
                required

              •         
                Experience
                on Version 4.6 or higher

              •         
                2
                years of experience working with business users and related business
                processes

               

            	
              Minimum
                Qualification

              •        BS
                Degree from an accredited University

              •        Excellent
                command of English language

              •        Excellent
                communication skills, both oral and written

              •        Good
                understanding of the specific module

              •
                Good understanding of related business processes 

              •
                Good understanding of integration with other business
                processes

            
	
              Non-SAP
                Resources

            	
              • Minimum
                of four years of design and development experience with key technologies
                in the Hercules architecture including :

              • Lotus
                Notes experience with formula language, workflow, security, agents,
                outlines, framesets, pages and LotusScript coding language.

              • Experience
                with multi-database application architecture, and Web-enabled
                applications:

              • Visual
                Studio

              • Visual
                Basic

              • QlikTech

              • Microsoft
                Office

              • XML

              • SQL
                Server

              • Oracle

              • FrontPage

              • Crystal
                Reports

              • Etc.

            	
              • BS
                degree in Computer Science or related field.

              • Excellent
                command of English language.

              • Excellent
                communication skills, both oral and written.

              • Excellent
                understanding of related business processes

              • Excellent
                understanding of integration with other business processes

               

            
	
              SAP
                Technical Developer

            	
              • 4+
                years of ABAP development in multiple environments

              • 7+
                years of Applications development in diverse technologies

              • Advanced
                to expert level knowledge and understanding of SAP architecture,
                applications systems design and integration

              • Experience
                and knowledge of Organization Management in

              support
                of Workflow implementation 

              • 2+
                years of SAP experience in Workflow development 

            	
              • BS
                degree in Computer Science or related field.

              • Introductory
                Project Management Training 

              • SAP
                Partner Certified in ABAP Development and / or Workflow highly
                desired.

            


    

    


     

    


     

     

    
      	
              5.

            	
              Committing
                to Hercules that the ADM resources will be productive, will meet
                the
                experience requirements and be well trained, and will meet the delivery
                projections and Service Level commitments in support of Hercules’s
                Applications, as such Applications may be changed, supplemented or
                replaced over the Term of the Agreement. This commitment applies
                to
                ensuring that projects or enhancement work as approved by Hercules
                is
                completed on a timely basis, in accordance to corresponding agreed
                upon
                project plans. 

            


    

     

     

    
      	
              6.

            	
              Committing
                to Hercules that the ADM resources will meet the agreed delivery
                projections and approved Service
                Level commitments in support of Hercules’s Applications, as such
                Applications may be changed, supplemented or replaced over the Term
                of the
                Agreement.

            


    

     

     

    
      	
              7.

            	
              Managing
                the ADM staff so that any individual’s unavailability due to any type of
                absence (including job vacancy or attrition) will not degrade Supplier’s
                ability to meet applicable Service Levels and commitments. Supplier
                will
                ensure that: (i) work is not slowed down, (ii) Service Levels are
                not
                degraded by the unavailability of an employee, (iii) Supplier shall
                accomplish the amount of work that the individual would have been
                able to
                accomplish had the absence not
                occurred.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    13.0  METHODOLOGIES,
      STANDARDS
      and ARCHITECTURE

     

     

    
      	 	
              13.1

            	
              Application
                Methodologies, Tools and
                Practices

            


    

     

    Supplier’s
      responsibilities include:

     

     

    
      	
              1.

            	
              Conforming
                to Hercules Application development and support
                methodologies.

            


    

     

     

    
      	
              2.

            	
              Using
                Hercules change management and support
                methodologies.

            


    

     

     

    
      	
              3.

            	
              Verifying
                conformance to Hercules requirements and programming standards.
                

            


    

     

     

    
      	
              4.

            	
              Complying
                with Hercules SOX 404 methodologies and
                controls.

            


    

     

     

    
      	 	
              13.2

            	
              Application
                Standards

            


    

     

    Supplier’s
      responsibilities include:

     

     

    
      	
              1.

            	
              Conforming
                to Hercules’ existing user interface, machine interface, and programming
                standards (for example, GUI, EDI and IP) for the development, enhancement,
                and maintenance activities. These standards will be documented by
                Supplier
                in the Policy and Procedure Manual in accordance with Section 9.1
                of the
                Agreement.

            


    

     

     

    
      	
              2.

            	
              Highlighting
                to Hercules the financial and operational impacts of Application
                standards
                on third party software products and tools. Hercules will have the
                right,
                after discussion with Supplier, to waive the approved standards if
                Hercules deems such waiver
                appropriate.

            


    

     

     

    
      	
              3.

            	
              Develop
                Supplier specific processes and procedures to meet Applications standards
                after the Application standards have been documented and agreed to
                by both
                Hercules and Supplier.

            


    

     

     

    
      	
              4.

            	
              Ensuring
                compliance with Hercules’ enterprise architecture as reviewed by both
                Hercules and Supplier, and approved by
                Hercules.

            


    

     

     

    
      	
              5.

            	
              Highlighting
                to Hercules the impacts of Application architecture related to any
                new /
                changes to third party software products and
                tools.

            


    

     

     

    
      	 	
              13.3

            	
              Application
                Architecture

            


    

     

    Supplier’s
      responsibilities include:

     

     

    
      	
              1.

            	
              Participating
                in the development of, distributing, communicating, using and complying
                with Hercules’ approved Applications architecture and design
                guidelines.

            


    

     

     

    
      	
              2.

            	
              Certifying
                and maintaining audit compliance with design
                guidelines.

            


    

     

     

    
      	
              14.0

            	
              APPLICATION
                PRODUCTION SYSTEMS SUPPORT

            


    

     

    Supplier’s
      responsibilities include:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. Providing
      answers to inquiries not answered by the help desk and passed to the Application
      production Systems support group as a help ticket

     

     

    
      	
              2.

            	
              Performing
                Application production systems Services associated with help tickets
                related to the following:

            


    

     

    


     

    
      	 	
              ·

            	
              Escalated
                / reassigned issues referred by Hercules IT resources (including
                Hercules
                Third Party Contractors)

            


    

     

    
      	 	
              ·

            	
              Severity
                1 and 2 tickets that need to be addressed during non-US working
                hours

            


    

     

    
      	 	
              ·

            	
              All
                Severity 3 and 4 tickets 

            


    

     

    


     

     

    
      	
              3.

            	
              Such
                Services include the resolution of problems (e.g., by modifying databases,
                application code, data and/or other operational modifications).Analyzing
                the severity level on each assigned ticket; requesting changes in
                severity
                levels and implementing such changes only after consultation and
                concurrence with Hercules’ designated representative (e.g., the original
                requestor or a Hercules IT or ADM
                representative).

            


    

     

     

    
      	
              4.

            	
              The
                responsibilities as described below:

            


    

     

    


     

    
      	
               

            	
              Hercules

            	
              Supplier

            
	
              Task

            	
              Director

            	
              IT
                Experts

            	
              Business
                Users

            	
              On-Site
                PM

            	
              Off-shore
                PM

            	
              Offshore
                Team

            
	
              Application
                Production Systems Support

            	
              A

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Responding
                to Help Desk Tickets (Severity 1 & Severity 2) received during 5pm to
                8am EST and any time during weekends and holidays.

               

              At
                all times, making available necessary Supplier Personnel to assist
                Hercules in resolving Severity 1 and 2 tickets.

            	
              A

            	
              C

            	
              C 

            	
              I

            	
              I

            	
              R

            
	
              Managing
                help desk queues, including analysis of severity levels

            	
              A

            	
              C

            	
              C

            	
              I

            	
              I

            	
              R

            
	
              Management
                of work assignment

            	
              A

            	
              R

            	 	
              C

            	
              C

            	 
	
              Coordinating
                with other IT groups any work needed to respond / resolve assigned
                tickets

            	
              A

            	
              C

            	 	
              R

            	
              R

            	
              R

            
	
              Responding
                to all Help Desk Tickets for Severity 3 & 4

            	
              A

            	
               I

            	
               

            	
               

            	
               

            	
              R

            
	
              Following
                communication procedures acknowledging the receipt of
                tickets

            	
              A

            	
              I

            	 	 	 	
              R

            
	
              Problem
                Analysis - for all assigned tickets

            	
              A

            	
              C

            	
              I,C

            	
              I

            	
              I

            	
              R

            
	
              Problem
                Resolution for all assigned tickets, including:

              - gathering
                required diagnosis data from Hercules, ISV, infrastructure teams,
                etc.

              - taking
                the actions necessary to reinstate both the Application and the Services
                to Hercules, including coordination with IT infrastructure operations
                to
                restart or amend production schedules and/or fixing the problem and/or
                invalid data in the appropriate environment

              - testing
                the correction

              - coordinating
                and scheduling the installation of the correction(s) into
                production

              - submitting
                the change to production via production change management
                procedures

              - monitoring
                the running of the corrected software, schedule and/or data until
                the
                problem is acknowledged to have been corrected by the ticket
                originator

            	
              A

            	
              C

            	
              I,C

            	
              I

            	
              I

            	
              R

            
	
              Ticket
                Updates - for assigned tickets

            	
              A

            	
              C

            	
               I

            	
              I

            	
              I

            	
              R

            
	
              Communication
                with Business User on assigned ticket resolution; following Hercules
                problem and incident management procedures in communicating status
                of
                problem resolution

            	
              A

            	
              R

            	
              I

            	 	 	
              R

            
	
              Verification
                of solution and approving ticket closure

            	
              A

            	
               I

            	
              R

            	
               

            	
               

            	
              I 

            
	
              Manage
                Offshore Support Team

            	
               I

            	
               I

            	
               

            	
              A

            	
              R

            	
               

            
	
              Update
                User Procedures / technical documentation / other relevant documentation
                for assigned tickets

            	
               I

            	
              I 

            	
               

            	
              A

            	
              A

            	
              R

            
	 	 	 	 	 	 	 
	
              Review
                Firefighter Reports

            	
              A

            	
              R

            	
               

            	
               C

            	
               C

            	
              C

            
	
              Review
                and fix issues using Firefighter access

            	
              A

            	
              C

            	
               

            	
              R

            	
              R

            	
               

            
	
              Manage
                and limit the use of Firefighter access

            	
              A

            	
              R

            	 	
              C

            	 	 
	 	 	 	 	 	 	 
	
              Coordination
                of production changes with Hercules and other Resources / Regions
                

            	
              I

            	
              I,C

            	 	
              A

            	
              A

            	
              R

            
	
              Supporting
                interface processing / resolving assigned issues 

            	 	
              I
                C

            	
              C

            	
              A

            	
              A

            	
              R

            
	
              Identifying
                integration, application and/or database problems with third party
                software, and working with other IT and third party resources to
                resolve
                problems

            	
              I

            	
              C

            	
              C

            	
              A
                

            	
              A

            	
              R

            
	
              Perform
                Root Cause Analysis for any assigned Severity 1 and 2
                issues

            	
              I

            	
              C

            	
              C

            	
              A

            	
              A

            	
              R

            
	
              Assessing
                opportunities to reduce (or avoid) costs associated with Application
                support and operations, regardless of platform

            	
              I

            	
              I

            	 	
              A

            	
              A

            	
              R

            
	 	 	 	 	 	 	 
	
              Define
                security and authorization changes required and work with other groups
                to
                implement them, including testing.

            	
              I

            	
              C

            	
              I

            	
              A

            	
              A

            	
              R

            
	
              Identifying
                and reporting to Hercules opportunities that may increase user
                satisfaction and decrease problems/trouble reports and provide any
                Supplier financial or planning data required

            	
              I

            	
              I

            	 	
              R

            	
              R

            	
              C

            
	
              Responding
                to ad hoc user inquiries and providing user assistance.

            	
              I

            	
              I

            	
              C

            	
              A

            	
              A

            	
              R

            
	
              Performance
                Analysis

              - -
                Analyzing application performance and trends and making recommendations
                for application tuning, code restructuring and any other opportunities
                to
                reduce maintenance requirements. For the avoidance of doubt, this
                is not
                performance monitoring related to Basis support.

            	
              I

            	
              I,C

            	
               

            	
              A

            	
              A

            	
              R 

            
	
              Service
                Level compliance for all assigned tickets

            	
              I

            	
              I
                

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Communicating
                and coordinating the priorities for the completion of all application
                production systems support work; balancing user satisfaction versus
                development and support productivity in responding to users and reporting
                on possible training needs.

            	
              I

            	
              A

            	 	
              R

            	
              R

            	
              I

            
	
              Establishing
                priorities for all assigned Severity 3 and 4 work, including
                prioritization of staff assignments between Application production
                systems
                support and enhancement/project activities

            	
              A

            	
              R

            	
              I,C

            	
              C

            	
              C

            	
              C

            
	
              Follow
                and respond to audit requirements (ad-hoc requests)

            	
              I

            	
              A

            	 	
              R

            	
              R

            	
              R

            
	
              Implement
                and follow all Hercules processes and procedures

            	
              A

            	
              R

            	 	
              I,C

            	
              I,C

            	
              I,C

            


    

    Key:

     

    A
      =
      Manage

     

    C
      =
      Consulted

     

    I
      =
      Informed

     

    R
      =
      Responsible

     

    
      	
              15.0

            	
              ADM
                Project/Enhancement Work 

            


    

     

    ADM
      project and enhancement work is aimed at enhancing current Software capabilities
      and/or creating new Software to provide new capabilities.

     

    Prior
      to
      the Effective Date, Hercules resources performed both production support work
      (e.g., correction of existing functionality and answering inquiries regarding
      existing functionality) and project / enhancement work. During 2006, statistics
      demonstrated that Hercules resources spent 45% to 50% of their time performing
      production support work and the remaining time on project and enhancement work.
      

     

    Supplier
      resources assigned to the Hercules account shall perform both production support
      and project and enhancement work.

     

    Hercules
      distinguishes ADM project work from enhancement work as described in this
      paragraph. ADM project work means any Application or a System change that (i)
      is
      not production support (e.g., business as usual or a break-fix), and (ii) is
      not
      an enhancement (e.g., it takes more than 40 hours of work). These hours are
      measured as

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    time
      to
      be spent by IT and business users (e.g., to perform Blueprint, testing, go-live
      prep, work) to implement the requirement. An enhancement is any change that
      will
      require less than 40 hours of work and is not business as usual or a break
      fix.
      The approval and management process for projects requires further steps than
      the
      approval and management process for enhancements. Such steps shall be further
      described in the Policy and Procedures Manual. 

     

    Supplier’s
      responsibilities include:

     

    
      	
               

            	
              Hercules

            	
              Supplier

            
	
              Task

            	
              Director

            	
              IT
                Experts

            	
              Business
                Users

            	
              On-Site
                PM

            	
              Off-shore
                PM

            	
              Offshore
                Team

            
	
              Project
                / Enhancement Work

            	 	 	 	 	 	 
	
              Assist
                Hercules representatives in prioritizing project/enhancement
                requests

            	
              A

            	
              R

            	
              I

            	
              R

            	
              I

            	
               

            
	
              Obtaining
                authorization through the Change Control Process

            	 	 	 	 	 	 
	
              Project
                High Level Analysis

            	
              A

            	
              R

            	
              C

            	
               C

            	
              C 

            	
              C 

            
	
              Review
                requests from Business Users

            	
              A

            	
              R

            	
              C

            	
              I

            	
               

            	
               

            
	
              Assign
                request to design/development teams

            	
              A

            	
              R

            	
               

            	
              R

            	
              C

            	
              I

            
	
              Provide
                Project Effort and Timeline Estimates for Offshore work

            	
               

            	
              C

            	
              I

            	
              R

            	
              R

            	
               

            
	
              Blueprinting
                Documentation 

            	
              A

            	
              R

            	
               

            	
              I

            	
              I

            	
              C

            
	
              Review
                of Blueprint Documentation 

            	
               

            	
              I

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Create
                Functional and Technical Design Specifications 

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Configuration
                & Technical Development

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Review
                Configuration & Technical Development

            	
              A

            	
              R

            	
               

            	
              I

            	
              I

            	
              C

            
	
              Issues
                / Clarifications

            	
              A

            	
              R

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Preparation
                of User Acceptance Test Plan

            	
               

            	
              C

            	
               C,R

            	
              A

            	
              A

            	
              R

            
	
              Preparation
                of Unit Test Scripts

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Preparation
                of Integration and User Acceptance Test Scripts

            	
               

            	
              C

            	
              C,R 

            	
              A

            	
              A

            	
              R

            
	
              Unit
                Testing

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Integration
                Testing / User Acceptance Testing / Systems Test

            	
               

            	
              C

            	
               R

            	
              A

            	
              A

            	
              A

            
	
              Defect
                fixing

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Coordination
                of User Acceptance Testing (may be done with Hercules and/or Supplier
                Business groups)

            	
              A

            	
              R

            	
              R

            	
              I

            	
              I

            	
              C

            
	
              User
                Training for Project work (As part of User Acceptance Test)
                

            	
              A

            	
              R

            	
              R

            	
              I

            	
              I

            	
              C

            
	
              User
                training for enhancement work 

            	 	 	
              R,I

            	
              A

            	
              A

            	
              R

            
	
              Supplier
                production support resource training on project / enhancement changes
                to
                related configuration, process, data or programs

            	 	
              I

            	 	
              A

            	
              A

            	
              R

            
	
              Project
                Documentation

            	
               

            	
              I

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Managing
                timeline for offshore tasks

            	
               

            	
               

            	
               

            	
              A

            	
              R

            	
               

            
	
              Managing
                timeline for Hercules tasks

            	
              A

            	
              R

            	
               

            	
               

            	
               

            	
               

            
	
              Update
                Project Portfolio 

            	
              A

            	
               R

            	
               

            	
              C

            	
              C

            	
               

            
	
              Update
                Application Portfolio

            	
              A

            	
               R

            	
               

            	
              C

            	
              C

            	
               

            
	
              Participate
                in ITBT preparation

            	
              A

            	
              R

            	
               

            	
              R

            	
              R

            	
               

            
	
              Participate
                in ITBT meetings

            	
              A

            	
              R

            	
               

            	
              R

            	
              R

            	
               

            
	
              Implement
                support packs and / or Hercules refresh (excluding Basis work, including
                coordination with other IT groups)

            	
               

            	
              C

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Manage
                Project Partner resources

            	
               A

            	
               

            	
               

            	
              R

            	
              R

            	
               I,C

            
	
              Enter
                master data for projects upon aproval and agreement with
                Hercules

            	
               

            	
               

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Prepare
                and provide detailed project plans for offshore tasks

            	
               

            	
               

            	
               

            	
              A

            	
              A

            	
              R

            
	
              Prepare
                and provide detailed project plans for Hercules tasks

            	
              A

            	
              R

            	
               

            	
               

            	
               

            	
               

            
	
              Consolidate
                project plans for project work

            	
               

            	
              A

            	
               

            	
              R

            	
               

            	
               

            
	
              Help
                determine if project will result in SOX issues

            	
               I

            	
               A

            	
               I,C

            	
              I

            	
              I

            	
               R

            
	
              Establishing
                access controls related to the new enhancements / projects and work
                with
                other groups to implement the related access controls.

            	
              I

            	
              I

            	
              C

            	
              A

            	
              A

            	
              R

            


    

    Key:

     

    A
      =
      Manage

     

    C
      =
      Consulted

     

    I
      =
      Informed

     

    R
      =
      Responsible

    


     

     

    
      	
              16.0

            	
              Non-SAP
                Production Support/Projects/Enhancements 

            


    

     

    For
      the
      technologies listed in Attachment E.9A and identified as non-SAP Hercules
      Technologies & Applications the Supplier will act as a support resource for
      applications either developed in IT, in the user community, by third parties
      contracted by the user community or by the Supplier under the
      project/enhancement category. 

     

    Supplier
      will be responsible for all tasks related to these technologies for all types
      of
      work (e.g., production support, projects and enhancements). These tasks include
      but are not limited to requirement gathering, analysis, blueprint, realization,
      all types of testing, go-live preparation, user training, data conversion
      preparation and loading, go-live and steady state support, help desk issue
      resolution at all levels, etc.

     

    Supplier’s
      responsibilities include:

     

     

    
      	
              1.

            	
              Following
                all procedures for production support and project/enhancement activities
                for all requests received against the non-SAP
                technologies.

            


    

     

     

    
      	
              2.

            	
              Tracking
                and reporting hours expended by support ticket in order to substantiate
                the productivity of the team supporting these technologies. At a
                minimum
                the volume of closed tickets will be comparable to the volume of
                closed
                tickets performed by Hercules staff prior to the Commencement
                Date.

            


    

     

     

    
      	
              3.

            	
              Providing
                2.5x2080 hours per year of support for this activity (the equivalent
                of
                the baseline resource hours)

            


    

     

     

    
      	
              17.0

            	
              Intentionally
                blank

            


    

     

     

    
      	
              18.0

            	
              Schedule

            


    

     

    Offshore
      resources shall be available for support and project / enhancement work from
      2:30am to 11:30am EST; provided, however, the Parties acknowledge that any
      Hercules requested change that does not (i) increase total number of hours
      and
      (ii) alter the start and stop times above by more than 2 hours is not a New
      Service. . As needed and depending on specifics related to project and
      enhancement work, specific resources may be required to be available during
      other hours. .

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    19.0 PERFORMANCE
      REPORTING

     

     

    
      	 	
              19.1

            	
              Reports

            


    

     

    Subject
      to Schedules
      G and R,
      beginning no later than thirty days after the first full calendar month of
      Service following the date of the end of transition and monthly thereafter,
      Supplier will provide Hercules with a report of the performance level attained
      against the Service Levels, reports relating to the performance measures below
      and other reports additional to the current performance measures agreed to
      between Supplier and Hercules.

    


    


    


    Tickets/Escalations/Levels:

    


    
      	 	
              Ø

            	
              Resolution
                duration (by severity, system,
                module)

            


    

    
      	 	
              Ø

            	
              Resolution
                rate by support level 

            


    

    
      	 	
              Ø

            	
              Backlog
                by severity (aged unresolved tickets) by system/module
                

            


    

    
      	 	
              Ø

            	
              Average
                time to respond (by
                severity/system/module)

            


    

    
      	 	
              Ø

            	
              Breakdown
                of tickets opened by severity (monthly
                report)

            


    

    
      	 	
              Ø

            	
              Breakdown
                of tickets closed by severity (monthly
                report)

            


    

    
      	 	
              Ø

            	
              Breakdown
                of tickets opened by category (monthly
                report)

            


    

    
      	 	
              Ø

            	
              Resolution
                time 

            


    

    
      	 	
              Ø

            	
              Response
                time

            


    

    


    Enhancements
      and project work will be measured by reports including:

     

    
      	 	
              -

            	
              A
                report of project/enhancement milestones and the hours expended and
                progress made against the
                milestones

            


    

     

    
      	 	
              -

            	
              A
                report of the quality of all project/enhancement implementations.
                The
                quality of deliverables is measured by recording any production releases
                rejected for implementation by the infrastructure operations team,
                any
                releases to production that result in the generation of production
                support
                tickets and pre-production quality/readiness reviews conducted by
                Hercules
                IT experts 

            


    

    


    Overall
      productivity increases.

    Supplier
      shall increase the percentage of work spent on projects / enhancements and
      reduce the percentage of work spent on production support. The split shall
      change from the current 50% project/enhancement work and 50% production support
      / administrative work to 70% project / enhancement work and 30% production
      support / administrative work. The split described in the preceding sentence
      shall be achieved 6 months after the SAP technical upgrade is completed.


    


     

    
      	 	
              19.2

            	
              Reviews

            


    

     

    The
      Suppliers responsibilities include:

     

     

    
      	
              1.

            	
              Supplier’s
                Project Managers will conduct status and planning meetings and conference
                calls with Hercules according to the schedule below, or as agreed
                with
                Hercules’ Director - Global Business Solutions, to discuss SLA’s,
                performance reports, support volumes, and outstanding issues. The
                parties
                involved in the review sessions include: Hercules Director - Global
                Business Solutions, Hercules IT SME’s, Supplier’s On-site Project Manager,
                Supplier Offshore Project Manager , and relevant third party
                Representatives if needed.

            


    

     

     

    
      	
              2.

            	
              Participating
                in daily calls (as needed or requested by Hercules) and weekly
                pre-scheduled meetings/conference calls (or such other period 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.

      

    


     

    
      	
              3.

            	
              Beginning
                with the first month after transition, participating in the Information
                Technology Business Team meeting (“ITBT”) and all other meetings as
                required in Schedule S. Project/Enhancements Services: Application
                Project Management

            


    

     

    The
      Supplier’s responsibilities include:

     

    
      	 	
              6.

            	
              Upon
                receipt of a request for a project or enhancement Service, preparing
                and
                deliverying a proposal to Hercules within ten (10) business days
                of
                receipt of such 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; such proposal shall
                to
                include the following:

            


    

     

     

    6.1. A
      project
      plan describing the approach and project timeline.

     

     

    6.2. Cost
      and
      resource estimates for each phase of the development or enhancement (e.g.,
      blueprint, design, realization, integration / user acceptance testing, training,
      implementation). 

     

     

    6.3. Cost
      estimates for the ongoing maintenance and support resource requirements and
      costs for the Application(s) post-implementation.

     

     

    
      	 	
              7.

            	
              Utilizing
                Hercules standard methodologies and tools to plan, monitor and control
                projects throughout the development
                lifecycle.

            


    

     

     

    
      	 	
              8.

            	
              Utilizing
                project management principles that meet the following
                requirements:

            


    

     

     

    8.1. Using
      Hercules’s approved project management tools (currently Microsoft
      Project).

     

     

    8.2. Recommending,
      maintaining and updating a list of the Supplier’s work activities and
      projects.

     

     

    8.3. Developing,
      maintaining and updating project schedules.

     

     

    8.4. Monitoring,
      tracking and reporting actual results versus forecasted results.

     

     

    8.5. Monitoring
      and reporting progress, and instituting corrective action against the
      plan.

     

     

    8.6. Holding
      status update meetings according to the project plan.

     

     

    8.7. Establishing
      a critical business resource list required for each project.

     

     

    8.8. Providing
      necessary resources for Application Software support and projects.

     

     

    8.9. Assessing
      technology or operational risks.

     

     

    
      	 	
              9.

            	
              Developing
                and providing to Hercules a project scorecard summarized for all
                projects.
                The scorecard will at a minimum contain a project description,
                red-yellow-green indication for project schedule, project cost to
                date,
                and overall project status.

            


    

     

     

    
      	
              20.0

            	
              Change
                Management

            


    

     

    The
      Supplier’s responsibilities include:

     

    
      	 	
              10.

            	
              Receiving,
                monitoring and reporting change requests from Authorized
                Users.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

            	
              Maintaining
                a change log for all change requests, to include current status of
                change
                request using the agreed upon
                tools.

            


    

     

     

    
      	 	
              12.

            	
              Estimating
                time and costs for changes.

            


    

     

     

    
      	 	
              13.

            	
              Identifying
                and communicating proposed changes to Hercules through change management
                procedures approved by Hercules.

            


    

     

     

    
      	 	
              14.

            	
              Performing
                changes after receiving approval from
                Hercules.

            


    

     

     

    
      	 	
              15.

            	
              Hercules
                may pre-approve routine, minor, or emergency changes through the
                change
                management and Change Control
                Procedures.

            


    

     

     

    
      	 	
              16.

            	
              Conducting
                reviews of changes with Hercules after implementing the
                changes.

            


    

     

     

    
      	 	
              17.

            	
              Complying
                with SOX requirements related to change
                management.

            


    

     

     

    
      	
              21.0

            	
              Application
                Release Control

            


    

     

    The
      Supplier’s responsibilities include:

     

    
      	 	
              18.

            	
              Supporting
                Hercules’ process for priority setting, planning and scheduling of
                releases.

            


    

     

     

    
      	 	
              19.

            	
              Complying
                with or, with Hercules approval, improving Hercules’ Service delivery and
                release management processes in accordance with the existing Hercules
                business planning, work authorization, and release management
                processes.

            


    

     

     

    
      	 	
              20.

            	
              Monitoring
                the release schedule and reporting all schedule exceptions to Hercules
                as
                required by the release management
                process.

            


    

     

     

    
      	 	
              21.

            	
              Maintaining
                source code and version control.

            


    

     

     

    
      	 	
              22.

            	
              Complying
                with SOX controls related to application
                releases.

            


    

     

     

    
      	
              22.0

            	
              Existing
                or New Application
                Integration

            


    

     

    The
      Supplier’s responsibilities include:

     

    
      	 	
              23.

            	
              Supporting
                the integration of existing and new Applications with Supplier, Hercules
                or other third party provided
                Applications.

            


    

     

     

    
      	 	
              24.

            	
              Providing
                input to Hercules to evaluate compatibility, benefits and
                risks.

            


    

     

     

    
      	 	
              25.

            	
              Integrating
                new or modified Applications in testing
                procedures.

            


    

     

     

    
      	 	
              26.

            	
              Resolving
                compatibility issues.

            


    

     

     

    
      	 	
              27.

            	
              Tracking
                compatibility issues resolution.

            


    

     

     

    
      	 	
              28.

            	
              Making
                local modifications to tables and reference data for integration
                into the
                local environment.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    
      	 	
              29.

            	
              Localizing
                Software as required to conform to local language, currency, numeric
                punctuation etc.

            


    

     

     

    
      	 	
              30.

            	
              Ensuring
                compatibility with current end user computing (EUC)
                Applications.

            


    

     

     

    
      	 	
              31.

            	
              Providing
                expertise, training, benefits/risks and advisory services to Hercules
                on
                new Applications technologies.

            


    

     

     

    
      	
              23.0

            	
              Application
                Disaster Recovery
                AND Business Continuity

            


    

     

    The
      Supplier’s responsibilities include:

     

    
      	 	
              32.

            	
              Providing
                disaster recovery and business continuity support as required under
                the
                Agreement.

            


    

     

     

    
      	 	
              33.

            	
              Provide
                input to other Hercules groups to develop and maintaining Application
                recovery plans as the Application or business needs
                change.

            


    

     

     

    
      	 	
              34.

            	
              Following
                corresponding Application recovery plan testing as defined in the
                corresponding policies and
                procedures.

            


    

     

     

    
      	 	
              35.

            	
              Implementing
                the disaster recovery and business continuity plan upon the occurrence
                of
                a disaster or disruption.

            


    

     

     

    
      	
              24.0

            	
              OTHER
                Technology support

            


    

     

    With
      respect to any change, development, implementation or addition of any
      Applications or technologies, the Supplier’s responsibilities
      include:

     

    
      	 	
              36.

            	
              Conducting
                quality assurance reviews for compliance with Hercules’ standards and
                methodology.

            


    

     

     

    
      	 	
              37.

            	
              Subject
                to Hercules’ prior written consent, supplying interface requirements
                including Application source code.

            


    

     

     

    
      	 	
              38.

            	
              Assisting
                with interface testing.

            


    

     

     

    
      	 	
              39.

            	
              Reviewing
                and coordinating implementation of such Application or
                technologies.

            


    

     

     

    
      	 	
              40.

            	
              Providing
                deficiency reports and production
                sign-offs.

            


    

     

     

    
      	 	
              41.

            	
              Supporting
                and maintaining such Application or technology as part of the Services
                as
                required under 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

    


    Attachment
      E.9A

    


    Hercules
      ADM Technology Portfolio

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Table
      of Contents

    


    Hercules
      ADM Technologies Portfolio: 3

     Hercules
      Technologies3

     

    Technologies
      Detailed Scope4

    Hercules
      ADM Technology Portfolio 8

     

     

    Supported
      Technologies  8

     

    Partial
      List of Non-SAP Technologies (not including Lotus
      Notes)9

     

    List
      of Critical non-SAP 16

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      ADM Technologies Portfolio:

    


    The
      following technologies are included in the scope of technologies to be supported
      by the ADM Supplier. 

     

    
      	
              Hercules
                Technologies

            	
              IN
                SCOPE NORTH AMERICA AND EUROPE

            	
              IN
                SCOPE ASIA PACIFIC AND LATIN AMERICA

            	
              NOT
                IN SCOPE

            
	
              SAP
                R/3 

            	 	 	 
	
              Master
                Data Maintenance

            	 	 	
              X

            
	
              Master
                Data Advice 

            	
              X

            	
              X

            	 
	
              Finance
                - General Ledger (FI-GL)

            	
              X

            	
              X

            	 
	
              Finance
                - Accounts Receivable (FI-AR)

            	
              X

            	
              X

            	 
	
              Finance
                - Accounts Payable (FI-AP)

            	
              X

            	
              X

            	 
	
              Cash
                Management

            	
              X

            	
              X

            	 
	
              Controlling
                (CO)

            	
              X

            	
              X

            	 
	
              Profit
                Center Accounting (PCA)

            	
              X

            	
              X

            	 
	
              Internal
                Orders 

            	
              X

            	
              X

            	 
	
              Project
                Systems (PS)

            	
              X

            	
              X

            	 
	
              Profitability
                Accounting

            	
              X

            	
              X

            	 
	
              Human
                Resources (HR) - Integration / Mini Master

            	
              X

            	
              X

            	 
	
              Materials
                Management (MM)

            	
              X

            	
              X

            	 
	
              Production
                Planning (PP)

            	
              X

            	
              X

            	 
	
              Plant
                Maintenance (PM)

            	
              X

            	
              X

            	 
	
              Production
                Planning (PP)

            	
              X

            	
              X

            	 
	
              Quality
                Management (QM)

            	
              X

            	
              X

            	 
	
              Sales
                and Distribution (SD)

            	
              X

            	
              X

            	 
	
              Material
                Ledger

            	 	
              X

            	 
	
              Warehouse
                Management (WM)

            	
              X

            	
              X

            	 
	
              ABAP

            	
              X

            	
              X

            	 
	
              CROSS-TECHNOLOGY

            	
              X

            	
              X

            	 
	
              Business
                Warehouse (BW)

            	
              X

            	
              X

            	 
	
              Lotus
                Notes Technologies

            	
              X

            	
              X

            	 
	
              Integration
                to Core ERP system.

            	
              X

            	
              X

            	 


    

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Technologies
      Detailed Scope

    


    


    
      	
              HERCULES
                TECHNOLOGIES

            	
              IN
                SCOPE NORTH AMERICA AND EUROPE

            	
              IN
                SCOPE ASIA PACIFIC AND LATIN AMERICA

            	
              NOT
                IN SCOPE

            
	
              SAP
                R/3 

            	 	 	 
	
              Master
                Data Maintenance

            	 	 	
              X

            
	
              Finance
                - General Ledger (FI-GL)

            	
              X

            	
              X

            	 
	
              Finance
                - Accounts Receivable (FI-AR)

            	
              X

            	
              X

            	 
	
              Finance
                - Accounts Payable (FI-AP)

            	
              X

            	
              X

            	 
	
              Cash
                Management

            	
              X

            	 	 
	
              Controlling
                (CO)

            	
              X

            	
              X

            	 
	
              Profit
                Center Accounting (PCA)

            	
              X

            	
              X

            	 
	
              Internal
                Orders 

            	
              X

            	
              X

            	 
	
              Project
                Systems (PS)

            	
              X

            	
              X

            	 
	
              Profitability
                Accounting

            	
              X

            	
              X

            	 
	
              Human
                Resources (HR) - Integration / Mini Master

            	
              X

            	
              X

            	 
	
              Materials
                Management (MM)

            	
              X

            	
              X

            	 
	
              Production
                Planning (PP)

            	
              X

            	
              X

            	 
	
              Plant
                Maintenance (PM)

            	
              X

            	
              X

            	 
	
              Production
                Planning (PP)

            	
              X

            	
              X

            	 
	
              Quality
                Management (QM)

            	
              X

            	
              X

            	 
	
              Sales
                and Distribution (SD)

            	
              X

            	
              X

            	 
	
              Material
                Ledger

            	 	
              X

            	 
	
              Warehouse
                Management (WM)

            	
              X

            	
              X

            	 
	
              ABAP

            	
              X

            	
              X

            	 
	
              ABAP/4
                Workbench

            	
              X

            	
              X

            	 
	
              ABAP/4
                Dictionary

            	
              X

            	
              X

            	 
	
              ABAP/4
                Query

            	
              X

            	
              X

            	 
	
              · SAPscript

            	
              X

            	
              X

            	 
	
              · SmartForms

            	
              X

            	
              X

            	 
	
              · Jetforms

            	
              X

            	
              X

            	 
	
              CROSS-TECHNOLOGY

            	 	 	 
	
              Workflow
                Management

            	
              X

            	
              X

            	 
	
              Scripts
                to send / receive files for EDI and Interfaces 

            	
              X

            	
              X

            	 
	
              EDI
                / IDOC’s

            	
              X

            	
              X

            	 
	
              Business Warehouse
                (BW)

            	
              X

            	
              X

            	 
	
              Lotus
                Notes 

            	
              X

            	
              X

            	 
	
              Integration
                to Core ERP system:

            	 	 	 
	
              Freight
                outsourcers

            	
              X

            	
              X

            	 
	
              Aspentech

            	
              X

            	 	 
	
              Salesview

            	
              X

            	 	 
	
              Taxware

            	
              X

            	 	 
	
              T&E
                systems

            	
              X

            	
              X

            	 
	
              GE
                Capital 

            	
              X

            	
              X

            	 
	
              IXOS

            	
              X

            	
              X

            	 
	
              Golden
                Tax

            	 	
              X

            	 
	
              GE
                Betz

            	
              X

            	
              X

            	 
	
              PNC

            	
              X

            	
              X

            	 
	
              Bank
                Interfaces

            	
              X

            	
              X

            	 
	
              Hyperion

            	
              X

            	
              X

            	 
	
              AMEX

            	
              X

            	
              X

            	 
	
              Topcall

            	
              X

            	
              X

            	 
	
              eZorder

            	
              X

            	 	 
	
              HR
                Payroll Processing Providers 

            	
              X

            	
              X

            	 
	
              MSDGen

            	
              X

            	 	 
	
              TremCard

            	
              X

            	
              X

            	 
	
              Drum
                Label Production

            	
              X

            	
              X

            	 
	
              IT/2

            	
              X

            	
              X

            	 
	
              TaxFactory

            	
              X

            	 	 
	
              Pinnacle

            	
              X

            	
              X

            	 
	
              DBDirect

            	
              X

            	
              X

            	 
	
              Datapass

            	
              X

            	
              X

            	 
	
              RMS

            	
              X

            	
              X

            	 
	
              MK
                Technologies 

            	
              X

            	
              X

            	 
	
              LabelMatrix

            	
              X

            	
              X

            	 
	
              DMI

            	
              X

            	
              X

            	 
	
              BarTender

            	
              X

            	
              X

            	 
	
              SmartLabel

            	
              X

            	
              X

            	 
	
              DART

            	
              X

            	
              X

            	 
	
              D&B

            	
              X

            	
              X

            	 
	
              Tymetrix

            	
              X

            	
              X

            	 
	
              Analyste

            	
              X

            	
              X

            	 
	
              Elster

            	
              X

            	 	 
	
              Insource

            	
              X

            	
              X

            	 
	
              Told
                and SKAT

            	
              X

            	
              X

            	 
	
              API

            	
              X

            	
              X

            	 
	
              CMS

            	
              X

            	
              X

            	 
	
              Spanish
                VAT

            	
              X

            	 	 
	
              Odyssey

            	
              X

            	 	 
	
              DeRijke

            	 	
              X

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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
      ADM Technology Portfolio:

    Supported
      Technologies

    The
      following technologies are supported by the non-SAP Application Development
      and
      Support Teams:

    
      	
              HERCULES
                TECHNOLOGIES

            	
              IN
                SCOPE NORTH AMERICA AND EUROPE

            	
              IN
                SCOPE ASIA PACIFIC AND LATIN AMERICA

            	
              NOT
                IN SCOPE

            
	
              Other
                Technologies

            	 	 	 
	
              Lotus
                Notes 

            	
              X

            	
              X

            	 
	
              Visual
                Studio

            	
              X

            	
              X

            	 
	
              Visual
                Basic

            	
              X

            	
              X

            	 
	
              QlikTech

            	
              X

            	
              X

            	 
	
              Microsoft
                Office

            	
              X

            	
              X

            	 
	
              ASupplier’

            	
              X

            	
              X

            	 
	
              XML

            	
              X

            	
              X

            	 
	
              SQL
                Server

            	
              X

            	
              X

            	 
	
              Oracle

            	
              X

            	
              X

            	 
	
              FrontPage
                

            	
              X

            	
              X

            	 
	
              Crystal
                Reports

            	
              X

            	
              X

            	 


    

    


    


    


    


    


    


    Partial
      List of Non-SAP Technologies (not including Lotus Notes)

    The
      technologies listed below are a partial list of the technologies that are
      supported within each technology.

    

      Hercules
        Technology Development Support

      (Non-SAP
        & Non-Lotus Notes)



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.


      
        	
                Platform

              	
                Tool

              	
                Function

              	
                Class

              	
                Version

              	
                Comments

              	
                Technologies
                  / Support

              
	
                UNIX

              	
                UNIX
                  Scripting

              	
                Application
                  Development

              	
                Server

              	
                 

              	
                 

              	
                1.
                  ODS Jobs

                2.
                  LabWare Links

                3.
                  Cost Calculator US

              
	
                Windows

              	
                Visual
                  Studio

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                .Net
                  

              	
                It
                  is not backward compatible with version 6.0 since .NET is a complete
                  rewrite of the environment and libraries. Some new features includes
                  easier deployment via Xcopy, ASP's are compiled not interpreted.
                  Can make
                  Web Services etc. Technology deployment will require new
                  libraries/frameworks to be loaded onto PC's or servers depending
                  on how it
                  is deployed.

              	
                Upgraded
                  to VS (.NET). Currently the new standard for applicable technology
                  development.

              
	
                Windows

              	
                MS
                  Visual InterDev

              	
                Application
                  Development

              	
                Desktop

              	
                6

              	
                Web
                  app development tool. Used standalone or as a part of the V Studio
                  bundle.
                  Used by most HPC app developers for writing ASP's, code that FrontPage
                  cannot do, and for debugging purposes.

              	
                1.
                  Appropriations Request Application

                2.
                  Bulletin Boards

                3.
                  SOX Cat Reports

                4.
                  Classifieds

                5.
                  Hercules Learning Center

                6.
                  Job Posting System

                7.
                  Latin America Website

                8.
                  Manufacturing Excellence Best Practices

                9.
                  Manufacturing Excellence Documents

                10.
                  Plant Energy Champions' Resources

                11.
                  SOX SOD Reports

              
	
                Windows

              	
                MS
                  Visual Basic

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                3

              	
                Old
                  Gold Code in VB 3. Sometimes required to match the Gold Code and
                  DLL's.
                  Sales Force Engineering apps for support reasons.

              	
                Still
                  support technologies developed in this version. These tend to be
                  standalone technologies that reside on the desktop. No easy way
                  to scan
                  for them to determine a list of who, where and how many. 

                 

                (eg.
                  BioDeg)

              
	
                Windows

              	
                MS
                  Visual Basic

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                4

              	
                Old
                  Gold Code in VB 3. Sometimes required to match the Gold Code and
                  DLL's.
                  Sales Force Engineering apps for support reasons.

              	
                Still
                  support technologies developed in this version. These tend to be
                  standalone technologies that reside on the desktop. No easy way
                  to scan
                  for them to determine a list of who, where and how many. 

                 

                Eg.,

                1.
                  Golden Nuggets

                2.
                  Atlas Calculator

              
	
                Windows

              	
                MS
                  Visual Basic

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                6

              	
                 

              	
                Version
                  prior to current standard of .NET. Technologies to be supported
                  in this
                  version until such time they can be upgraded. Generally, upgrade
                  requires
                  a re-write.

                 

                1.
                  Nantou Label Printing;

                2.
                  Nantou VAT Reporting;

                3.
                  Nantou Invoice Reporting;

                4.
                  BioDeg;

                5.
                  Hercules Drawing Database;

                6.
                  Hplot2K;

                7.
                  VPF;

                8.
                  Jacksonville Waste Management Db;

                9.
                  Engineering Timecard ;

                10.
                  Doel Reporting;

                11.
                  Boiler Calc;

                12.
                  Cold Lime;

                13.
                  Econ Calc;

                14.
                  Units Conversion;

                15.
                  Sludge Dewatering;

                16.
                  Cool Calc;

                17.
                  Hot Lime;

                18.
                  Poly Mix;

                19.
                  Condensate Rec;

                20.
                  Price Calculator;

                21.
                  Activated Sludge;

                ...
                  and likely others ...

              
	
                Windows

              	
                MS
                  C++

              	
                Application
                  Development

              	
                Server

              	
                6
                  and 7

              	
                MS
                  C++ was used as a point solution left behind after the BDD transacation.
                  It is used to perform an audit routine comparing the data load
                  from the
                  SAP/ABAP extracts to what is loaded in the SalesView
                  system.

              	
                1.
                  Audit Procedures for ODS Control

              
	
                 

              	
                Java
                  Visual Caffe

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                1.1

              	
                Used
                  on both the client and server side. Ties into Domino, the Notes
                  client,
                  ASP and Front Page.

              	
                1.
                  PPD WebWorks

              
	
                 

              	
                Java
                  Bean Machine

              	
                Application
                  Development

              	
                Desktop
                  / Server

              	
                 

              	
                 

              	
                1.
                  PPD WebWorks

              
	
                 

              	
                PERL

              	
                Application
                  Development

              	
                Server

              	
                 

              	
                Uses
                  a product from ActiveState for PERL script development on web servers.
                  

              	
                Several
                  IntraNet technologies utilizing this technology.

              
	
                 

              	
                PerlScripts

              	
                Application
                  Development

              	
                Server

              	
                 

              	
                Uses
                  a product from ActiveState for PERL script development on web servers.
                  The
                  PERL Script is a lighter version of the PERL language. 

              	
                Several
                  IntraNet technologies utilize this technology.

              
	
                Windows

              	
                MS
                  FrontPage

              	
                Web-Page
                  Design

              	
                Desktop

              	
                2002

              	
                New
                  users get this version. The FP 2002 extensions are not loaded on
                  servers
                  though. Therefore that functionality cannot be used.

              	
                Standard
                  for website development. There are many of these on our IntraNet
                  and
                  InterNet sites.

              
	
                 

              	
                ASPMail

              	
                WebTools

              	
                Server

              	
                3

              	
                ActiveX
                  component for sending email from a web-page

              	
                Still
                  in use. Utilized in many other applications as a component of those
                  technologies.

              
	
                 

              	
                SAFileUpload

              	
                WebTools

              	
                Server

              	
                3.3

              	
                ActiveX
                  Component for sending files to a server.

              	
                Still
                  in use. Utilized in some other applications as a component of those
                  technologies.

              
	
                Windows

              	
                MS
                  Access

              	
                Database

              	
                Desktop

              	
                97

              	
                Current
                  standard. Comes with Office 97 Pro. Not compatible with Access
                  2000, so
                  apps need work be to re-deployed. Can we move to using the JET
                  Engine
                  rather than depoying Access with IT developed apps?

              	
                1.
                  Appropriations Request Application;

                2.
                  Engineering Drawing Database;

                3.
                  AU Database;

                4.
                  Engineering Newsgroup ;

                5.
                  Plant Energy Champion's Resource ;

                6.
                  VPF ;

                7.
                  Jacksonville Waste Management Db;

                8.
                  Hercules Learning Center Website;

                9.
                  Engineering Timecard ;

                10.
                  SOX SOD ;

                11.
                  SOX CAT ;

                12.
                  Doel Reporting;

                ...
                  and likely others to be determined during the Transition
                  Period...

              
	
                 

              	
                Notrix

              	
                Database
                  Tool

              	
                Server

              	
                5.3

              	
                Notrix
                  allows relational data from Oracle etc. to be used in Lotus Notes.
                  Used
                  heavily to provide sales force data to the field.

              	
                Used
                  in support of the ODS technologies such as Sales View.

              
	
                 

              	
                Oracle
                  Client

              	
                Database
                  Tool

              	
                Desktop

              	
                7

              	
                For
                  looking up Oracle PL/SQL procedures, functions, views, etc. The
                  SQL+ tool
                  in it allows you to send SQL statements to the DB and review the
                  results.

              	
                1.
                  ODS Jobs;

                2.
                  LabWare Links;

                3.
                  Cost Calculator US

              
	
                 

              	
                TrueDB
                  Grid

              	
                Database
                  Tool

              	
                Desktop

              	
                7

              	
                TrueDBGrid
                  is an ActiveX component that is used in VB to show data from a
                  database in
                  a spreadsheet-like display. It is essentially a data entry/data
                  display
                  control

              	
                1.
                  Herc Drawing;

                2.
                  Hplot;

                3.
                  Hercules VPF;

                4.
                  Jax Waste Mgt;

                5.
                  Engeneering Time Data System;

                ...
                  and likely others ...

              
	
                 

              	
                MS
                  SQL Server

              	
                Database

              	
                Server

              	
                6.5

              	
                Running
                  on IT managed servers.

              	
                1.
                  Bulletin Boards;

              
	
                 

              	
                MS
                  SQL Server

              	
                Database

              	
                Server

              	
                2000

              	
                Does
                  seem to have some use in PPD. Investigating where/how it is being
                  used.

              	
                1.
                  SOX CAT Technology;

                2.
                  Global Business Intelligence System;

              
	
                 

              	
                QlikTech

              	
                BI
                  Tool

              	
                Server

              	
                 

              	
                Business
                  Intelligence (Analytics) platform

              	
                TBD

              
	
                 

              	
                JavaScript

              	
                Application
                  Development

              	
                Server

              	
                 

              	
                Programming
                  language used inside of web pages.

              	
                Many
                  InterNet/ItraNet site utilize this technology that we support.
                  Too many to
                  mention.

              


      

    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    List
      of Critical non-SAP Technologies

    The
      technologies below are critical for Hercules.

    


    


    


    
      	
              Lotus
                Notes Database Name

            	
              High
                Maintenance

            	
              Mission
                Critical

            	
              Detailed
                Documentation?

            	
              Number
                of Users

            	
              Ticket
                Volumes

            	
              Database
                Size

            	
              Business
                Process Area

            	
              Other
                Comments

            
	
              Account
                Assignments Database

            	
              YES

            	
              YES

            	
              No

            	
              600

            	
              15/yr

            	
              46
                MB

            	
              PPD

            	
              Business
                handles most of the data maintenance

            
	
              Aqualon
                Reference

            	
              NO

            	
              YES

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Cost
                Calculator US

            	
              YES

            	
              YES

            	
              No

            	
              300

            	
              Avg.1
                Ticket/Help Call per Day Complexity may vary ( Cross Platform , Cross
                server system, Transaction system)

            	
              100
                MB

            	
              Sales
                Force North America

            	
               

            
	
              Europe
                Account Assignments Database

            	
              YES

            	
              YES

            	
              No

            	
              200

            	
              10/yr

            	
              11
                MB

            	
              PPD

            	
              Business
                handles most of the data maintenance

            
	
              Europe
                Audit Database

            	
              YES

            	
               

            	
              No

            	
              900

            	
              Avg.1
                Ticket/Help Call per Day Complexity may vary ( Cross Platform , Cross
                server system, Transaction system)

            	
              50
                MB

            	
              Corporate
                Europe

            	
               

            
	
              Fonebook
                R5 (Hercules Phonebook)

            	
               

            	
              YES

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              GIR

            	
              YES

            	
              YES

            	
              No

            	
              all
                of Hercules (~5000)

            	
              20/yr

            	
              254
                MB for 1 year of data (holds up to 5 years)

            	
              SHERA

            	
              Business
                handles most of the data maintenance

            
	
              Global
                Consumption Report (PPD BI)

            	
              YES

            	
              YES

            	
              No

            	
              1000

            	
              Avg.3
                Ticket/Help Call per Day Complexity may vary ( Cross Platform , Cross
                server system, Transaction system)

            	
              1000
                MB

            	
              Global
                Sales Force

            	
               

            
	
              Hercules
                Plaza-CSD Room Scheduling

            	
               

            	
              YES

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              PCN
                (Personnel Change Notification)

            	
              YES

            	
              YES

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              PPD
                ATLAS

            	
              YES

            	
              YES

            	
              no

            	
              1500

            	
              Avg.4
                Ticket/Help Call per Day Complexity may vary( Cross Platform , Cross
                server system, Transaction system)

            	
              2000
                MB

            	
              Global
                Sales Force

            	
               

            
	
              PPD
                SalesView

            	
              YES

            	
              YES

            	
              No

            	
              600

            	
              15/yr

            	
              2
                GB

            	
              PPD

            	
               

            
	
              SalesView

            	
              YES

            	
              YES

            	
              No

            	
              1000

            	
              Avg.4
                Ticket/Help Call per Day Complexity may vary( Cross Platform , Cross
                server system, Transaction system)

            	
              2615
                MB

            	
              Global
                Sales Force

            	
               

            
	
              Europe
                PPD SalesView

            	
              YES

            	
              YES

            	
              No

            	
              200

            	
              10/yr

            	
              632
                MB

            	
              PPD

            	
               

            
	
              SalesView
                Europe

            	
              YES

            	
              YES

            	
              No

            	
              400

            	
              Avg.2
                Ticket/Help Call per Day Complexity may vary ( Cross Platform , Cross
                server system, Transaction system)

            	
              550
                MB

            	
              Sales
                Force Europe

            	
               

            
	
              SalesView
                North America

            	
              YES

            	
              YES

            	
              No

            	
              600

            	
              Avg.2
                Ticket/Help Call per Day Complexity may vary ( Cross Platform , Cross
                server system, Transaction system)

            	
              2011
                MB

            	
              Sales
                Force North America

            	
               

            
	
              US
                Vendor Master

            	
              YES

            	
              YES

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.10

     

     

    


     

     

    Disaster
      Recovery and Business Continuity

     

     

    


     

     

    


     

     

    


     

    


    


    



    
      
        
          
            	 	
                    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.

        
          


        

      

    



    SCHEDULE
      E.10

    


    DISASTER
      RECOVERY AND BUSINESS CONTINUITY

     

    


    Introduction

     

    This
      is
Schedule
      E.10
      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 Transition Services the Parties shall develop a business continuity
      solution for the Services. As requested by Hercules, such business continuity
      solution may include components of the draft solution proposed by Supplier
      below
      in this Schedule
      E.10,
      including certain business continuity seats. To the extent that Hercules elects
      to receive such business continuity seats, Attachment
      J.6
      to
Schedule
      J shall
      be
      amended to include the Charges for such seats as described below (including
      both
      one-time capital Charges and per seat Charges described below).

    


    DRAFT
      BUSINESS CONTINUITY SOLUTION 

     

    Proposed
      Business Continuity Overview

     

     

    Supplier
      will offer a comprehensive business continuity solution for Hercules processes
      in Supplier’s delivery centers. This Schedule covers the business continuity
      plan at a high level and the emergency service (“ESL”) assumptions which have
      been made based on Supplier’s experience of handling similar processes.
      Supplier, with the assistance of Hercules, will conduct a detailed assessment
      of
      each process under scope at the solution identification stage and validate
      the
      ESLs and recovery time objectives of each process considering the
      following:

     

    
      	 	
              ·

            	
              Legal
                impact of the process

            


    

    
      	 	
              ·

            	
              Customer
                servicing impact

            


    

    
      	 	
              ·

            	
              Financial
                Impact

            


    

    


    Recovery
      Sites

     

     

    Supplier
      proposal includes Inter country, natural business continuity plan (“BCP”) and
      Intra city BCP for Supplier Facilities in India, Romania and Mexico with 25
      % of
      the Supplier Personnel associated with such Supplier Facilities. The details
      have been given below:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      FOLLOWING TABLE HAS BEEN REDACTED

     

     

     

     

    Following
      are the assumptions to the BCP pricing proposal:

     

    Pricing
      Assumptions for Mexico BCP

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              
                ****** 

              

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              
                ******

              

            


    

    


    Pricing
      Assumptions for Kolkata BCP

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              ******

            


    

    
      	 	
              ·

            	
              
                ******

              

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
                would be responsible for provisioning and managing the voice T1’s and the
                toll free numbers and routing the calls to India.
                

            


    

    
      	 	
              ·

            	
              No
                call recording option included in this
                pricing

            


    

    
      	 	
              ·

            	
              Since
                no call volume is available, T1 sizing cannot be done as of the Effective
                Date

            


    

    
      	 	
              ·

            	
              One
                file server pricing is included

            


    

    
      	 	
              ·

            	
              One
                BCP hot test and three cold tests to be performed in a
                year.

            


    

    
      	 	
              ·

            	
              Pricing
                may subject to change after the requirement analysis captured during
                the
                IT design workshop being held in Wilmington , DE on 22nd
                January

            


    

    


     

    The
      intra-city BCP for the OTC processes in Romania has been suggested because
      of
      the fact that the other two sites (Juarez and Kolkata) do not have the language
      capability to support emergency service recovery. 

     

     

    


     

     

    Inter
      Country BCP Solution

     

     

    Here
      is a
      brief synopsis of the setup of the recovery site

     

     

    
      	 	
              ·

            	
              The
                Hercules network/ IT Infrastructure would already exist at the recovery
                country. 

            


    

     

     

    
      	 	
              ·

            	
              The
                specific BCP seats marked for Hercules would be pre-identified, marked
                and
                documented in the BCP detailed plan for Hercules. These BCP seats
                would be
                used from the already -in-production seats of Hercules at the recovery
                country, whose processes would also be bought down to the extent
                of coping
                with the emergency Services of the outage
                site.

            


    

     

     

    Notes/
      Assumptions

     

    
      	 	
              ·

            	
              There
                could be a need to hire employees keeping in mind that proper levels
                of
                cross training would be imparted to handle other processes at an
                emergency
                level of processing in the event of a BCP situation. This might entail
                an
                additional cost for cross training to the extent that emergency services
                are required to be processed. 

            


    

    
      	 	
              ·

            	
              There
                might be additional third party vendor IT costs for switching processes
                across Supplier locations. This would be assessed during the strategic
                assessment stage. 

            


    

    
      	 	
              ·

            	
              Synergies
                should exist between activities performed across
                poles

            


    

    
      	 	
              ·

            	
              Softwares
                would be available or downloadable at all sites


            


    

    
      	 	
              ·

            	
              Adequate
                cross training between poles for performance of
                activities

            


    

    
      	 	
              ·

            	
              100%
                redundant network on all critical components


            


    

    
      	 	
              ·

            	
              Displaced
                process would work on a revised/ downgraded Service Levels during
                a Force
                Majeure event

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              ·

            	
              Critical
                activities (in processes like General Accounting, Business Analysis)
                which
                can be performed by Hercules retained organization to be scoped out.
                

            


    

    


    Intra
      City BCP Solution 

     

     

    In
      the
      event of a crisis, the Supplier associates would move from the primary site
      to
      the intracity BCP recovery site. 

     

     

    The
      recovery time is dependent on the nature of disaster and constrained by the
      movement of people to the recovery site and not by the infrastructure setup.
      Supplier expects the recovery time between 8 - 12 hours from the time the BCP
      is
      invoked.

     

    Non
      Dedicated BCP Seats in the Intra City BCP Solution

     

     

    Supplier
      proposal includes leveraging non-production seats (e.g. Training rooms and
      conference rooms) in the recovery site. Here is a brief synopsis of the setup
      of
      the recovery site

     

     

    
      	 	
              ·

            	
              The
                Hercules network is extended to the BCP recovery site and is monitored
                24*7. 

            


    

     

     

    
      	 	
              ·

            	
              The
                specific seats marked for Hercules would be pre-identified, marked
                and
                documented in the BCP detailed plan for
                Hercules

            


    

     

     

    
      	 	
              ·

            	
              The
                non dedicated seats have spare LAN ports that are patched to the
                Hercules
                network in the data center of the recovery site building.
                

            


    

     

     

    
      	 	
              ·

            	
              Though
                the Hercules network is always live in the recovery site, but the
                extension of the network to the shared BCP seats is not
                activated.

            


    

     

     

    
      	 	
              ·

            	
              We
                also store desktops with pre-configured software for Hercules in
                a secure
                location in the recovery site.

            


    

     

     

    
      	 	
              ·

            	
              At
                the time of disaster these desktops are taken out, the network activated
                through an emergency change request and the setup is ready to
                go.

            


    

     

     

    
      	 	
              ·

            	
              Supplier
                will provide additional security guards to control the physical access
                to
                these BCP seats to the extent these seats are not in the Hercules
                access
                controlled area.

            


    

     

     

    
      	 	
              ·

            	
              Supplier
                also has a monthly process of updating the patches and virus definitions
                of the stored laptops.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    Inter
      City BCP Solution 

     

     

    In
      the
      event of a crisis, the Supplier associates would travel from the primary site
      to
      the inter-city BCP recovery site. 

     

     

    The
      recovery time is dependent on the nature of disaster and constrained by the
      travel of people to the recovery site and not by the infrastructure setup.
      Supplier expects the recovery time between 1
      - 5 days
      from the
      time the BCP is invoked.

     

    Non
      Dedicated BCP Seats in the Inter City BCP Solution

     

     

    Supplier
      proposal includes leveraging non-production seats (e.g. Training rooms and
      conference rooms) in the recovery site. Here is a brief synopsis of the setup
      of
      the recovery site

     

     

    
      	 	
              ·

            	
              The
                Hercules network is extended to the BCP recovery site and is monitored
                24*7. 

            


    

     

     

    
      	 	
              ·

            	
              The
                specific seats marked for Hercules would be pre-identified, marked
                and
                documented in the BCP detailed plan for
                Hercules

            


    

     

     

    
      	 	
              ·

            	
              The
                non dedicated seats have spare LAN ports that are patched to the
                Hercules
                network in the data center of the recovery site building.
                

            


    

     

     

    
      	 	
              ·

            	
              Though
                the Hercules network is always live in the recovery site, but the
                extension of the network to the shared BCP seats is not
                activated.

            


    

     

     

    
      	 	
              ·

            	
              Supplier
                shall store desktops with pre-configured software for Hercules in
                a secure
                location in the recovery site.

            


    

     

     

    
      	 	
              ·

            	
              At
                the time of disaster these desktops are taken out, the network activated
                through an emergency change request and the setup is ready to
                go.

            


    

     

     

    
      	 	
              ·

            	
              Supplier
                shall provide additional security guards to control the physical
                access to
                these BCP seats to the extent these seats are not in the Hercules
                access
                controlled area.

            


    

     

     

    
      	 	
              ·

            	
              Supplier
                also has a monthly process of updating the patches and virus definitions
                of the stored laptops.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    BCP
      Sustenance -Testing model

     

     

    Supplier
      has a rigorous process to ensure the sustainability of BCP and recommends the
      following testing strategy for BCP.

     

     

    Cold
      Test: 

     

     

    The
      objective of cold test is to conduct an end-to-end IT readiness check of each
      process configured under BCP plan. The cold test is a non-intrusive test and
      no
      production business is transacted from the BCP site. This test is conducted
      once
      every three months. This test is owned by Supplier process owners and all test
      results are documented. The testing gaps, if any, are documented and closed
      within 48 hours of completion of the cold test. 

     

     

    Hot
      Test: 

     

     

    The
      objective of hot test is to perform real business transactions for each process
      configured under BCP plan. The business transactions are performed from the
      BCP
      site. This test is conducted once every year. All test results are documented
      and the testing gaps, if any, are closed within 48 hours of completion of the
      test.

     

    BCP
      Invocation

     

     

    Supplier’s
      Crisis Management Team (CMT) will take a decision to invoke BCP for identified
      mission critical processes and to transfer ESL (Emergency Service) employees
      from disaster site to recovery site (intra-city or inter-city). It will also
      manage the availability of critical data, human capital, telecom connectivity
      and all other mission critical requirements.

     

    BCP
      Communication 

     

     

    Supplier
      has defined communication plan for each of its customers. The communication
      plan
      for each process would be finalized as part of the detailed BCP plan for each
      process. At the minimum following communication plan would be
      followed.

     

    
      	 	
              ·

            	
              Notice
                to Hercules process owners would be provided within 2 hours of
                crisis.

            


    

    
      	 	
              ·

            	
              The
                conference call bridge would be opened and will stay active during
                the
                entire duration of crisis.

            


    

     

    
      	 	
              ·

            	
              A
                report containing details of the crisis, its cause(s), impact analysis
                and
                the Supplier action plan would be published within 1 week of the
                incident.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    


    European
      Scanning Solution Overview

     

    Schedule
      E.11

     

    


     

    European
      Scanning Solution Overview

     

    Supplier’s
      scanning solution provides an off-site managed service to receive, prepare,
      scan, index and release different Hercules documents as part of the Services.
      The key requirements for the core services are summarised as
      follows:

     

    Supplier’s
      Subcontractor will carry out the Service from its ‘Global Imaging and Hosting
      Services Centre’ in accordance with the Agreement. The mailroom setup
      requirement is volume driven and in the case of Hercules, will be based in
      the
      Netherlands.

     

    All
      documents received by mail, or equivalent services by 09:30 am hours local
      time
      will be processed on a 'same business day' turn around basis and uploaded to
      Supplier’s server via secure FTP. Upload will occur on two separate occassions
      as a minimum with the final upload no later than 18.00 hours. If the documents
      are received by the subcontractor after 09:30 am. The Subcontractor will notify
      Supplier (and Supplier witll notify Hercules) no later than 10:00am and mutually
      agree how the documents will be processed. Supplier shall cause the
      Subcontractor to make all reasonable endevours to process documents delivered
      after 9:30am on the same day. 

     

    Electronic
      document tagging will be automated via processing Software (i.e. as a minimum
      each document will be tagged with batch ID, number of images, category,
      sub-category and date). In addition to the foregoing, if there is any additional
      field that needs to be documented, that field will need to be discussed and
      costed separately by the Parties pursuant to the Change Control Process and
      subject to Section 4.4 of the Agreement.

     

    Images
      and data will be delivered via the Subcontractor owned and managed Internet
      based VPN using minimum IP security protocol (IPsec) with triple data encryption
      standard (3DES). The images would be loaded
      for
      processing into a Savvion workflow database. The workflow solution will be
      used
      to process the transactions. 

     

    The
      Savvion workflow solution server will have direct feeds from SAP relating to
      the
      approver email information, EDI rejects and grant of authorities. Processors
      will be able to access SAP functionality required to undertake their work and
      will also have accessibility to the Savvion workflow tool based on defined
      profiles and user ids. Hercules users who need to access the Savvion system
      for
      approval purposes will be sent URL links for the Savvion workflow System. All
      approvals would be actioned within the Savvion System and the approvers would
      be
      challenged for profile and password information, before they are allowed access
      to the Savvion System. Genpact processors will embed the URL for viewing images
      on either Savvion or the FileNet server into the invoice record for SAP.
      Archiving of the processed images will be done using Filenet document
      repositories. 

     

    IMAGES
      EXCLUDED

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

     

    Hard
      copy
      documents will be re-collated and boxed for archival and retrieval purposes
      for
      an agreed period from processing date of documents. After this period documents
      will either be securely destroyed or returned;

     

    Hercules
      is expected to provide the relevant volume information as follows (this is
      based
      on 250 working days per year).

     

    
      	 	
              Volume
                of Documents

            	
              Average
                Number of Documents

            
	 	 	 	
              Average

            	 
	
              Month

            	 	 	
              6,000

            	 


    

    


     

    The
      Subcontractor shall process up to an additional 10% volumes the same day. In
      instances where volume exceeds the volume above plus 10%, the Subcontractor
      will
      make all reasonable endeavours to process them in same order as they have been
      received prioritizing between the daily volumes and the backlogs

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      each
      Application the following document profile is required.

     

    


     

    
      	
              Document
                name/description

            	
              AP
                and AR documents

            
	
              Percentage
                A4 equivalent/other sizes

            	
              90
                % A4, 8% A5, 2% till receipts

            
	
              Percentage
                simplex/duplex

            	
              100%
                simplex

            
	
              Percentage
                black and white/colour

            	
              100%
                black and white

            
	
              General
                condition of documents for scanning

            	
              98%
                bulk scanning, 2% flat bed/manual process, assuming good
                quality.

            


    

    


     

    Any
      page
      sizes that are too large to be processed through the bulk scanner is to be
      highlighted and a processing decision to be agreed by both Parties. Documents
      too large to process will be treated as an exception, and the Parties would
      agree to charges that would be applicable to such documents; provided, however,
      such charges shall not exceed Supplier’s Out-of-Pocket Expenses relating to the
      Subcontractor.

     

    


     

    The
      documents will be directly received by the Subcontractor via a Mail PO Box
      Number or courier to the imaging production facility. 

     

    Guidelines
      for mail sorting/opening/forwarding/notification will be refined and updated
      on
      a regular basis as agreed between the Subcontractor and Supplier in order to
      enhance the operational efficiencies, subject to Hercules’ reasonable review and
      approval. 

     

    Document
      separator and batch header sheets will be added by the
      Subcontractor.

     

    The
      documents will be bulk-scanned at a resolution of no more than 300 dpi Black
      and
      White (not greyscale or colour) using industry standard bulk scanning Equipment.
      All documents will be scanned in batch mode in monochrome and as multipage
      images - i.e., 1 invoice containing 2 pages to be scanned as 1 PDF and/or TIFF
      image.

     

    Images
      will be captured as either PDF image only and /or TIFF Group - IV 

     

    The
      Subcontractor will apply a random sample quality control check of 100% for
      the
      first week, and a standard image quality control check of 20% (one in every
      5
      images) thereafter, to assess general image quality of the full image (but
      not
      content) plus skew and orientation. 

     

    As
      a
      minimum each document name will be tagged with batch ID, no. of images,
      category, sub-category and scan date. 

     

    Following
      scanning, the Subcontractor will place the documents in to appropriate storage
      boxes, by batch and label the boxes with date and batch number range (to
      facilitate retrievals for re-scans). The Subcontractor will store the documents
      in a temporary storage facility for an agreed period of up to 90 days. At the
      end of the agreed beriod the documents can be returned to the Hercules or
      securely destroyed as directed by Hercules.

     

    Charges:
      The Services described in this Schedule shall be charged in accordance with
      Attachment
      J.6
      to
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.

      

    


    


    


    


    


     

    


    


    


    


    


    


    


    


    


    


    HERCULES

    


    Schedule
      E.12

    


    SAP
      Upgrade 

    


    Statement
      of Work

    


    October
      9, 2006

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    


    


    


    


    


    


    


    


    Table
      of Contents

    


    I.
      GENERAL 

    SAP
      R/3 3.1i to MySAP ERP 2005 (ECC 6.0)

     

    Finance
      - General Ledger (FI-GL)

    Finance
      - Accounts Receivable
      (FI-AR)

    Finance
      - Accounts Payable (FI-AP) 

    Cash
      Management 

    Controlling
      (CO) 

    Profit
      Center Accounting (PCA) 

    Internal
      Orders 

    Project
      Systems (PS) 

    Profitability
      Accounting (PA) 

    Human
      Resources (HR) - Integration / Mini Master 

    Materials
      Management (MM) 

    Production
      Planning (PP) 

    Plant
      Maintenance (PM) 

    Production
      Planning (PP) 

    Quality
      Management (QM) 

    Sales
      and Distribution (SD) 

    Warehouse
      Management (WM) 

    Environmental
      Health and Safety (EH&S) 

     Business
      Process Redefinition

     

    SAP
      Configuration

     

    Basis
      / Operations Work

    III.
      APPROACH &
DELIVERABLES

     

     

    


    


    


    


    


    


    


    


    




    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.
      GENERAL

     

    Hercules
      has used SAP 3.1i version since 1996 for the European and North America Regions.
      A SAP 4.6c version was implemented for Asia Pacific and Latin America in 2003.
      There are approximately 2200 users active in SAP 3.1i and approximately 200
      users active in SAP 4.6c. 

    Hercules’
      goal is to upgrade its current system to MySAP ERP 2005 as quickly and
      efficiently as possible, along with optimal sequencing with the Services (e.g.,
      business process outsourcing Services set forth in this Schedule E) and other
      IT
      processes.

     

    Two
      phases have been defined for this project: 

    
      	 	
              ·

            	
              Phase
                I - SAP 3.1i technical upgrade.

            


    

    
      	 	
              ·

            	
              Phase
                II - Functional upgrade plus consolidation / upgrade of SAP 4.6c
                into
                MySAP ERP 2005.

            


    

    


    Supplier
      will be responsible to provide certain SAP systems upgrade services in support
      of the Phase I - SAP R/3 3.1i Technical Upgrade to MySAP ERP 2005. Hercules
      has
      selected the ValueSAP (ASAP) Methodology to manage the evolution of the
      deliverables throughout the project lifecycle, all specifications and
      requirements concerning deliverables and timeframes for deliverables will be
      based upon this methodology. Specific deliverables and responsibilities during
      Phase I - Technical Upgrade (the “Technical Upgrade”) are defined in Section III
      - Approach and Deliverables. Any additional requirements or deliverables
      requested from Hercules will be specified in writing and agreed to by Supplier
      through the Change Control Procedures.

    The
      Parties intend to perform the Technical Upgrade using a joint team with the
      Supplier, such team will include Hercules’ resources with Hercules’ business
      process and prior configuration experience. Supplier will provide the upgrade
      methodology, version functionality knowledge, configuration expertise and QA
      assurance services and will train Hercules resources (e.g., IT, business users,
      and the Hercules Third Party Contractor providing infrastructure/operations
      services) on the selected SAP version.

    


     

    II.
      SCOPE

     

    Only
      Phase I - SAP 3.1i Technical Upgrade is addressed in this SOW. As part of this
      phase, no added functionalities within the modules already implemented will
      be
      addressed, unless such added functionalities are embedded, inherent, or
      necessary in connection with the Technical Upgrade, agreed in a Blueprint,
      or
      described below. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      has decided to complete the EH&S Blueprint in advance of the start of the
      technical upgrade. Supplier is expected to take the information recorded on
      the
      EH&S Blueprint and perform the remaining phases of the implementation (e.g.,
      Realization, Final Preparation, and Go-Live) as part of the scope of the
      Technical Upgrade, taking into account all of the internal SAP integration
      along
      with the integration of any other tools required for the EH&S implementation
      (for example, phrase libraries).

    


    


    The
      scope
      of the Technical Upgrade should cover existing functionality in the following
      modules:

    


    


     

    SAP
      R/3
      3.1i to MySAP ERP 2005 (ECC 6.0)

     

    Finance
      - General Ledger (FI-GL)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    Finance
      -
      Accounts Receivable (FI-AR)

     

    Finance
      - Accounts Payable (FI-AP)

     

    Cash
      Management

     

    Controlling
      (CO)

     

    Profit
      Center Accounting (PCA)

     

    Internal
      Orders 

     

    Project
      Systems (PS)

     

    Profitability
      Accounting (PA)

     

    Human
      Resources (HR) - Integration / Mini Master

     

    Materials
      Management (MM)

     

    Production
      Planning (PP)

     

    Plant
      Maintenance (PM)

     

    Production
      Planning (PP)

     

    Quality
      Management (QM)

     

    Sales
      and Distribution (SD)

     

    Warehouse
      Management (WM)

     

    Environmental
      Health and Safety (EH&S)

     

    


    


    Supplier
      will provide services required to complete the upgrade of the current SAP 3.1i
      environment to version MySAP ERP 2005 according to the deliverables stated
      below. 

    


    


    


    Hercules’
      and Supplier’s project managers will jointly direct the overall management of
      the Technical Upgrade and will seek to agree promptly on those decisions that
      either Party considers significant in completing the deliverables included
      in
      this Schedule E.12; provided, however, Supplier shall: (i) manage the progress
      and completion of all activities and deliverables relating to the Technical
      Upgrade to enable the timely completion of such activities and deliverables
      and
      any dependent activities and deliverables in accordance with this Schedule
      E.12,
      and (ii) identify, manage and reasonably assist with the resolution of any
      issues that may impede or delay 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.

      

    


    timely
      completion of any activity or deliverable, even if any such activity or
      deliverable is Hercules’ (or a Hercules Third Party Contractor’s)
      responsibility. Such assistance described in subsection (ii) may only be
      Chargeable if it relates to a Hercules (or Hercules Third Party Contractor)
      responsibility and it is a New Service. 

    


    


    The
      Parties will create a SAP upgrade Steering Committee consisting of Hercules
      business and information technology representatives and designated Key Supplier
      Personnel. The executive steering committee will meet at least once a month
      (in
      person or by teleconference) or as otherwise agreed.

    


    Business
      Process Redefinition

     

    


    Although
      Hercules is not advocating a full-scale re-engineering of its business
      processes, some process changes are expected due to the advantage of the
      availability of related best practices enabled by MySAP ERP 2005 and due to
      embedded, inherent, or necessary functionality in the new release related to
      functionality currently used by Hercules. These changes to business processes
      and additional functionality should only be related to the Technical Upgrade.
      Overall the Supplier will be required to:

    
      	
              ·

            	
              Analyze
                Hercules’ business processes affected by the Technical
                Upgrade.

            


    

    
      	
              ·

            	
              Compare
                Hercules’ processes to the corresponding processes in the SAP version to
                be implemented.

            


    

    
      	
              ·

            	
              Recommend
                improved business processes that should be changed that take full
                advantage of SAP’s best practices and newly available functionality.
                

            


    

    
      	
              ·

            	
              Document
                and implement all business process changes as approved by
                Hercules.

            


    

    


    SAP
      Configuration

     

    The
      joint
      Hercules and Supplier project team will identify all of the items in SAP that
      need to be configured to support the Technical Upgrade as part of the Blueprint
      deliverables. Supplier is expected to work with Hercules’ resources to perform
      the configuration changes necessary to meet the Blueprint requirements and
      perform unit, integration and user acceptance testing. 

    


    SAP
      Development

    The
      joint
      Hercules and Supplier project team will identify all of the programs that need
      to be changed, redesigned or developed to meet the Blueprint requirements.
      It is
      expected that 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.

      

    


    Supplier
      will remediate and test any programs needed, including interfaces, reports,
      forms, user exits, IDOCS or any technical object.

    .
      

    Basis
      /
      Operations Work

     

    


    Business
      and operations work shall include (i) working with Hercules personnel and
      Hercules Third Party Contractors and (ii) performing all basis and operations
      tasks related to the Technical Upgrade, including the following:

    
      	
              ·

            	
              Upgrading
                of SAP software, including
                database.

            


    

    
      	
              ·

            	
              Carry
                out test upgrade and review subsequent
                upgrades

            


    

    
      	
              ·

            	
              Review
                technical project plan

            


    

    
      	
              ·

            	
              Advise
                Hercules on delta Basis functions

            


    

    
      	
              ·

            	
              Unicode
                conversion necessary to achieve EH&S
                implementation

            


    

    
      	
              ·

            	
              Identifying
                modifications and developments

            


    

    
      	
              ·

            	
              Reapplying
                modifications

            


    

    
      	
              ·

            	
              Applying
                necessary patches

            


    

    
      	
              ·

            	
              Transports
                of changes from the development system to the test system and to
                the
                production system, as applicable, and in accordance with the Change
                Control Procedures

            


    

    
      	
              ·

            	
              Basis
                support during the Technical Upgrade, including security authorization
                support for the project team, copying of databases, setting up of
                new
                environments

            


    

    
      	
              ·

            	
              Systems
                administration & backup

            


    

    
      	
              ·

            	
              Assisting
                the functional team with integration testing by providing support
                required
                for a successful sign-off of the
                tests

            


    

    
      	
              ·

            	
              Performing
                performance and stress testing and resolving any issues
                

            


    

    


    


    III.
      APPROACH & DELIVERABLES

     

    Supplier
      is required to follow the ValueSAP methodology to implement the Technical
      Upgrade. The following provides a summary of the key deliverables to be provided
      by the indicated Party. Supplier shall perform the Services described in Section
      II above and as otherwise necessary to deliver the deliverables it is
      responsible for below.

     

    

      
        	 	
                Hercules

              	
                Supplier

              
	
                Pre-Upgrade
                  

              	 	 
	
                Prepare
                  Sandbox Environment upgrading of SAP software, including
                  database.

              	
                C

              	
                R

              
	
                Provide
                  expertise on upgrade methodology, on new / changed functionality
                  and / or
                  changes / new configuration required 

              	
                I

              	
                R

              
	 	 	 
	
                Project
                  Preparation

              	 	 
	
                Complete
                  the Project Charter 

              	
                R

              	
                R

              
	
                Form
                  steering and executive committees specific to this project (i.e.,
                  distinct
                  from the committees described in Schedule S)

              	
                R

              	
                C,
                  I

              
	
                Communication
                  of project structure and roles and responsibilities to all members
                  of the
                  project team and extended team members

              	
                R

              	
                R

              
	
                Form
                  Project Team, subject to Section IV below

              	
                R

              	
                R

              
	
                Develop
                  a detailed Draft Project Plan. This Project Plan will include necessary
                  timelines, required resources and ramp-up plan, logistical requirements,
                  and planned deadlines. Identification and initial schedule for
                  extended
                  team members’ participation in Blueprint.

              	
                A,C

              	
                R

              
	
                Project
                  Kick-Off with all team members and the steering committee and executive
                  sponsors

              	
                R

              	
                R

              
	
                Hercules
                  Core team training

              	
                R

              	 
	
                Blueprint

              	 	 
	
                Provide
                  SAP expertise in corresponding areas

              	
                I,C

              	
                R

              
	
                Identify
                  changes between releases, document and advise Hercules of impact
                  and use
                  of new functionality

              	
                I,C

              	
                R

              
	
                Business
                  Functionality (Business Processes and Master Data) to be included
                  in the
                  scope (Scope Outline)

              	
                I,C

              	
                R

              
	
                Updated
                  time & resources necessary to complete the Technical
                  Upgrade

              	
                I,C

              	
                R

              
	
                Definition
                  of Scope that cannot be addressed in Technical Upgrade due to delivery
                  constraints, business priorities, criticality, and special
                  needs.

              	
                I,C

              	
                R

              
	
                Definition
                  of interfaces, data conversions, enhancements, forms and reports
                  needing
                  changes due to Technical Upgrade

              	
                I,C

              	
                R

              
	
                Identification
                  of the policies, procedures and business practices requiring change
                  management support and training.

              	
                R

              	
                I,C

              
	
                Creation
                  of a project plan for Realization (detailed) & subsequent stages (high
                  level)

              	
                I,C

              	
                R

              
	
                Definition
                  of Master Data changes required

              	
                I,C

              	
                R

              
	
                Validation
                  of Technical Environment; validation of the same with the Hercules
                  Third
                  Party Contractor providing infrastructure services.

              	
                I,C

              	
                R

              
	
                Identification
                  of any Systems Administration Policies & Procedures changes;
                  validation of same with the Hercules Third Party Contractor providing
                  infrastructure services.

              	
                I,C

              	
                R

              
	
                Identification
                  of Key Impacts to the Hercules organizations as a result of implementing
                  any new business processes

              	
                R

              	
                I,C

              
	
                Development
                  of a training strategy, plan and recommended approach for
                  Hercules.

              	
                I,C

              	
                R

              
	
                Identification
                  of any changes to existing applications due to Technical
                  Upgrade.

              	
                I,C

              	
                R

              
	
                Delivery
                  of the Business Blueprint Document which includes:

                Executive
                  Summary (Project Charter, Goals & Objectives, Key Business Changes and
                  Benefits, Organizational Impact, Project Scope, Critical Success
                  Factors,
                  KPIs, Project Risks, Assumptions, Staffing, Timeline and
                  Cost)

                Business
                  Process Requirements for any processes identified as changed or
                  new due to
                  Technical Upgrade (Process Team Summaries and Detailed Process
                  Flow
                  documents) 

                Master
                  Data Changes

                Reporting
                  Changes

                Configuration
                  Changes

                Interfaces,
                  Data Conversions and Enhancement Definition and Changes

                Project
                  Plan for Realization, Final Prep and Go-Live stages with Staffing
                  Plan

              	
                I,C

              	
                R

              
	
                Adjustments
                  to Landscape Strategy; validation of such adjustments with the
                  Hercules
                  Third Party Contractor providing infrastructure services.

              	
                I,C

              	
                R

              
	
                Knowledge
                  Transfer Plan from upgrade resources to ADM and infrastructure
                  production
                  support resources

              	
                I,C

              	
                R

              
	
                Security
                  / Authorization Profile Strategy; validation of the same with the
                  Hercules
                  Third Party Contractor providing infrastructure services.

              	
                I,C

              	
                R

              
	
                Issue
                  Management

              	
                I,C

              	
                R

              
	 	 	 
	
                Configuration
                  and Unit Testing (Realization - first phase)

              	 	 
	
                Detailed
                  Refinement of Business Processes from Blueprint completed 

              	
                I,C

              	
                R

              
	
                Development
                  of the SAP GUI client necessary for the upgrade

              	
                I,
                  C

              	
                R

              
	
                Coordination
                  of the deployment of the SAP GUI client with the Hercules Third
                  Party
                  Contractor providing infrastructure services.

              	
                I,
                  C

              	
                R

              
	
                Design,
                  development and unit testing of all SAP interfaces, conversions,
                  enhancements, forms and reports 

              	
                I,C

              	
                R

              
	
                Baseline
                  Configuration (80% of basic SAP processes) configured and operational
                  per
                  the Business Blueprint 

              	
                I,C

              	
                R

              
	
                Baseline
                  Configuration Playbacks (conference room demos for Super Users)
                  and
                  Hercules validation and approval 

              	
                R

              	
                I,C

              
	
                Final
                  Configuration (remaining 20% of processes) configured and operational
                  per
                  the Business Blueprint 

              	
                I,C

              	
                R

              
	
                Final
                  Configuration Playbacks (Cycles 1-4) and Client validation and
                  approval
                  

              	
                R

              	
                I,C

              
	
                R/3
                  QA Clients setup; validation of the same with the Hercules Third
                  Party
                  Contractor providing infrastructure services.

              	
                I,C

              	
                R

              
	
                Issue
                  Management & Resolution

              	
                I,C

              	
                R

              
	
                Security
                  Profile creation, changes, and testing 

              	
                I,C

              	
                R

              
	
                Unit
                  test scenarios for Cycle Testing

              	
                I,C

              	
                R

              
	
                Integration
                  Test / System Test Scenarios Creation

              	
                I

              	
                R

              
	
                Modifications
                  to existing applications to support new SAP system. Only applications
                  being supported as of the Effective Date are included.

              	
                I,C

              	
                R

              
	
                Transports
                  of changes from the development system to the test system only
                  on the
                  upgrade landscape.

              	
                I,C

              	
                R

              
	
                Reapplying
                  modifications

              	
                I,C

              	
                R

              
	
                Applying
                  necessary patches

              	
                I,C

              	
                R

              
	
                Basis
                  Support during the project, including authorization support for
                  the
                  project team, copying of databases, setting up of new
                  environments

              	
                I,C

              	
                R

              
	
                Request
                  systems administration & backup for the Upgrade Landscape for the
                  upgrade landscape

              	
                I,C

              	
                R

              
	 	 	 
	
                Integration
                  Testing (Realization - second phase)

              	 	 
	
                Integration
                  Test / System Test Coordination

              	
                R

              	
                I,C

              
	
                Final
                  Integration Testing 

              	
                R

              	
                I,C

              
	
                Configuration
                  documentation 

              	
                I,C

              	
                R

              
	
                Identify
                  changes to the IT ADM support organization and to handoffs or procedures
                  post upgrade

              	
                I,C

              	
                R

              
	
                Final
                  Data Conversion Strategy in place 

              	
                I,C

              	
                R

              
	
                Knowledge
                  Transfer from upgrade resources to ADM and infrastructure production
                  support resources 

              	
                I,C

              	
                R

              
	
                Security
                  Profile changes, and testing 

              	
                I,C

              	
                R

              
	
                Development
                  of end-user training materials per recommended strategy

              	
                I,C

              	
                R

              
	
                Development
                  and deployment of risk mitigation strategy for major project risks
                  as
                  identified during blueprint 

              	
                R

              	
                I,C

              
	
                Cutover
                  strategy and plan complete

              	
                I,C

              	
                R

              
	
                Deployment
                  of Communication plan 

              	
                R

              	
                I,C

              
	
                Reapplying
                  modifications

              	
                I,C

              	
                R

              
	
                Applying
                  necessary patches

              	
                I,C

              	
                R

              
	
                Transports
                  of changes from the development system to the test system only
                  on the
                  upgrade landscape.

              	
                I,C

              	
                R

              
	
                Basis
                  Support during the project, including authorization support for
                  the
                  project team, copying of databases, setting up of new
                  environments

              	
                I,C

              	
                R

              
	
                Request
                  systems administration & backup for the Upgrade Landscape for the
                  upgrade landscape

              	
                I,C

              	
                R

              
	
                Assisting
                  with integration testing

              	
                I,C

              	
                R

              
	
                Issue
                  Management & Resolution

              	
                I,C

              	
                R

              
	 	 	 
	
                Final
                  Preparation

              	 	 
	
                Go-Live
                  plan complete 

              	
                I,C

              	
                R

              
	
                Coordination
                  of the deployment of the SAP GUI client with the Hercules Third
                  Party
                  Contractor providing infrastructure services.

              	
                I,
                  C

              	
                R

              
	
                Cut-over
                  to Production Environment 

              	
                I,C

              	
                R

              
	
                Integration
                  of new systems into the data center monitoring tool in conjunction
                  with
                  Hercules Third Party Contractor

              	
                I,
                  C

              	
                R

              
	
                Coordination
                  of cutover to production environment as needed with the Hercules
                  Third
                  Party Contractor with the infrastructure provider

              	
                I,
                  C

              	
                R

              
	
                Post
                  Production Support Plan 

              	
                I,C

              	
                R

              
	
                Production
                  System ready and approved 

              	
                I,C

              	
                R

              
	
                End-user
                  training materials updated and approved according to recommended
                  strategy

              	
                I,C

              	
                R

              
	
                Final
                  communication strategy 

              	
                R

              	
                I,C

              
	
                Change
                  Management “lessons learned” activities

              	
                R

              	
                R

              
	
                User
                  training according to strategy

              	
                I,
                  C, R

              	
                R

              
	
                Volume
                  and Stress Testing 

              	
                I,C

              	
                R

              
	
                Establish
                  a temporary help desk to handle upgrade specific issues

              	
                I,C

              	
                R

              
	
                End
                  to End Upgrade Landscape finalized and stable; validation of the
                  same with
                  the Hercules Third Party Contractor providing infrastructure services.
                  

              	
                I,C

              	
                R

              
	 	 	 
	
                Go-Live
                  and Support

              	 	 
	
                Provide
                  ongoing production support through the support organization
                  

              	
                I,C

              	
                R

              
	
                Monitor
                  and validate live business results in the production system
                  

              	
                I,C

              	
                R

              
	
                Resolve
                  any problems that come up with the production system 

              	
                I,C

              	
                R

              
	
                Fine
                  tune and optimize system performance and use with the Hercules
                  Third Party
                  Contractor providing infrastructure services

              	
                I,C

              	
                R

              
	
                Follow-up
                  end user training 

              	
                I,C

              	
                R

              
	
                Complete
                  the Knowledge Transfer to the ADM and infrastructure production
                  support
                  teams 

              	
                I,C

              	
                R

              
	
                Conduct
                  user satisfaction survey 

              	
                R

              	
                C

              


      



     

     

    Key:

     

    C
      =
      Consulted

     

    I
      =
      Informed

     

    R
      =
      Responsible

    


    


    IV.
      Hercules Resource Requirements for the Joint-Project Team

    


    Notwithstanding
      anything to the contrary, Hercules shall not be obligated to provide (i) more
      than 14 full time equivalent information technology personnel (Hercules
      employees or Hercules Third Party Contractors) during any month, or (ii) more
      than seventeen (17) full time equivalent business personnel in average for
      the
      duration of the project, or (iii) any such resources beyond the month in which
      the project should have been completed pursuant to the mutually agreed project
      plan.

    


    


    
      	
              V.

            	
              Reallocated
                Supplier Personnel Performing ADM
                Services

            


    

    


    No
      more
      than six (6) FTEs from the ADM Services shall be reallocated to the Upgrade
      Project. The Charges for the ADM Services include such 6 FTEs.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      

        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.

          

        

      



      TABLE
        OF CONTENTS

       

      1.GENERAL

       

      2.ATTACHMENTS

       

      3.REPORTING,
        INVESTIGATION AND CORRECTION

       

      4.NOTICE
        REQUIREMENTS FOR ADDITIONS, DELETIONS AND
        MODIFICATIONS

       

      5.SERVICE
        LEVEL CREDITS

       

      6.EARNBACK

       

      7.ADDITIONS
        AND DELETIONS OF PERFORMANCE CATEGORIES

       

      8.ADDITIONS
        AND DELETIONS OF SERVICE LEVELS

       

      9.CRITICAL
        DELIVERABLES - AFTER EFFECTIVE DATE

       

      10.COMMENCEMENT
        OF OBLIGATIONS

       

      11.COOPERATION

       

      12.CONTINUOUS
        IMPROVEMENT - SERVICE LEVELS

       

      13.IMPROVEMENT
        PLAN FOR KEY MEASUREMENTS

       

      14.MEASURING
        TOOLS

       

      15.TIMES

       

      16.SINGLE
        INCIDENT/MULTIPLE DEFAULTS

       

      17.EXCEPTIONS

       

      


       


      
        
          
          

           

        

        
           

          
            

          

        

        
           

          
            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.  	
              ATTACHMENTS

            


       

      The
        following Attachments are attached to this Schedule
        G
        and
        incorporated herein by reference:

       

      Attachment
        G.1:
        Service
        Level and Deliverable Credit 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.

       

      	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; 

            


       

      	2.  	
              Additions,
                deletions or modifications to Service Levels (which include Critical
                Service Levels and Key Measurements); 

            


       

      	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:

       

      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:

       

      	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 Service Level Credit Allocation
        Percentages for all Critical Service Levels within a Performance Category
        exceed
        ****** percent (******%).

       

      	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 second 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 (i) industry
                standard measures or (ii) third party advisory firms that are not
                Direct
                Supplier Competitors (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:

              


      

       

      3.2.1 If
        Supplier is responsible for measuring actual service level attainments for
        six
        (6) consecutive months and fails to provide one (1) or more measurements
        during
        the six-month measurement period such that six (6) consecutive measurements
        are
        not available, the missing measurement(s) shall be constructed according
        to the
        following (unless otherwise agreed): (i) if one measurement is missing, the
        missing measurement shall be constructed by using the highest of the other
        actual measurements.

       

      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 (******%);
        provided, however, in no event may the Service Level Credit Allocation
        Percentage for any Critical Service Level exceed ****** percent (******%)
        unless
        it does so on the Effective Date.

       

      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 (******%).
        In no event may the Service Level Credit Allocation Percentage for any Critical
        Service Level exceed ****** percent (%).

       

      	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 only be subject to Earnback as expressly described
        in
Schedule
        H.

       

      	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 (the “Grace
        Period”)
        when
        Supplier will be responsible to meet the Service Level and provide measurement
        data in support of the Service Level, but Service Level Credits shall not
        be
        applicable until the month immediately following the Grace Period. 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).

       

      During
        the Transition Period and any Grace Period relating to a Service Level, the
        Parties shall gather and review historical performance data and baselines
        relating to each Service Level. As requested by either Party, the other Party
        shall discuss in good faith such data and baselines for the purpose of
        determining whether the Service Levels set forth in Attachment
        G.1
        should
        be adjusted (e.g., because historical performance has been dramatically
        different for an extended period of time and cannot be improved by Supplier
        through leading practices). As mutually agreed in writing (such agreement
        not to
        be unreasonably withheld), the Parties shall revise Service Levels during
        the
        Transition Period and any applicable Grace Period. If the Parties fail to
        mutually agree on any revisions to the Services Levels, (i) either Party
        may
        escalate such dispute in accordance with the Agreement, and (ii) the Service
        Levels set forth in Attachment
        G.1
        (or a
        mutually agreed amended version thereof) shall apply as described in this
        Schedule
        G;
        provided, however, the (I) Expected Service Level shall be set to the Minimum
        Service Level until such dispute is resolved, and (II) any Service Level
        Credits
        to be paid to Hercules with respect to any such disputed Service Level shall
        apply, unless Supplier: 

       

      (A)
        previously identified such Service Level as a Questionable Measurement (defined
        below) in accordance with this Section, and 

       

      (B)
        previously provided Hercules documented data that reasonably demonstrates
        that
        such Service Level had not been previously met by Hercules for six (6) or
        more
        months or that no reasonably verifiable data exists concerning Hercules’ prior
        performance relating to such Service Level. 

       

      A
        “Questionable
        Measurement”
means
        a
        Service Level identified as such in writing by Supplier to Hercules during
        the
        applicable solution identification phase in the Transition Plan. Supplier
        may
        only identify up to ten (10) Questionable Measurements. Service Levels that
        the
        Parties mutually agree to revise shall not be counted as a Questionable
        Measurement. 

       

      	11.  	
              COOPERATION

            


       

      The
        achievement of the Service Levels by Supplier may require the coordinated,
        collaborative effort of Supplier with other Hercules third party contractors.
        Supplier will provide a single point of contact for the prompt resolution
        of all
        Service Level Defaults and all failures to provide Services to Hercules in
        accordance with the Agreement. 

       

      	12.  	
              CONTINUOUS
                IMPROVEMENT - SERVICE LEVELS 

            


       

      The
        Parties agree to the concept of continuous improvement and that the Critical
        Service Levels and Key Measurements should be modified during the Agreement
        to
        reflect this concept. 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:

       

      	1.  	
              Each
                Expected Service Level will be reset to the average of the four highest
                monthly actual results (for example, ******% is higher than ******%)
                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 ******%, and there
        were three actual results that were higher and none equal (e.g., ******%,
        ******%, and ******%), the calculation would be ((******% + ******% + ******%
        +
        ******%) / ******) = ******% 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 ****** percent
                (******%) of the difference between ****** percent (******%) and
                the
                then-current Expected Service Level. 

            


       

      For
        example, if the Expected Service Level being adjusted were ******%, the maximum
        increase for that reset would be ******% (i.e. from ******% to
        ******%).

       

      	3.  	
              Each
                Minimum Service Level will be reset by adding to the Minimum Service
                Level
                being adjusted a sum equal to ****** percent (******%) of the difference
                between one-hundred percent (100%) and the then-current Minimum Service
                Level.

            


       

      For
        example, if the Minimum Service Level being adjusted were ******%, the increase
        would be ******% (i.e., from ******% to ******%).

       

      	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

            


       

      As
        of the
        Effective Date, the measuring tools and methodologies set forth in Attachment
        G.1
        represent acceptable measuring tools and methodologies for the Critical Service
        Levels and Key Measurements designated. Such measuring tools and methodologies
        will be further refined during the Transition Period.

       

      If
        there
        are any Service Levels for which (i) the measuring tools and methodologies
        have
        not been agreed upon by Hercules and Supplier and not been included in the
        Agreement and (ii) Supplier fails to propose a measuring tool for such Critical
        Service Level or Key Measurement that is acceptable to Hercules prior to
        the
        date upon which Supplier shall be responsible for measuring Service Level
        performance and Service Level Credits due for Service Level Default, then
        such
        event shall be deemed a Minimum Service Level Default for that Critical Service
        Level or Key Measurement until one full month after Supplier proposes and
        implements such acceptable measuring tool; provided, however, if Hercules
        unreasonably refuses to implement a measurement tool proposed by Supplier
        and no
        alternatives tools exist, then a Minimum Service Level Default shall not
        be
        deemed to occur. 

       

      Tools
        for
        new Service Levels will be implemented according to the Change Control
        Procedures.

       

      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
        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 (or Hercules Third Party Contractors) are 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 as specified in 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.

            


       

      


       


      
        
           

        

        
           

          
            

          

        

        
           

          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.1

       

      


       

      THE
        FOLLOWING 3 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

     

    


     

    


     

    Schedule
      H

     

    


     

    


     

    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.

        
          


        

      

    



    Schedule
      H

     

    Transition

     

    


     

    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
      MILESTONES1

    2. ACCEPTANCE
      PROCEDURE1

    3. TRANSITION
      DELIVERABLE CREDITS AND EARNBACK2

     

    


     

     

    Schedule
      H.1: Critical Transition Milestones and Related Deliverable
      Credits

     

     

    Schedule
      H.2: Initial Transition Plan

     

     

    


     

     

    
      	
              1.

            	
              Transition
                Milestones. 

            


    

     

     

    


     

     

    The
      initial transition project plan, attached hereto as Schedule
      H.2,
      reflects
      the Services to be transitioned to Supplier by Functional Service Area as set
      forth in Schedule
      H.2
      (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.2.
      The
      Transition Deliverable Credits associated with certain critical Transition
      Milestones (“Critical
      Transition Milestones”)
      are
      described in the Schedule
      H.1 (and Attachment J.5).
      During
      the Transition Period, Supplier
      shall deliver to Hercules an updated, refined, and more 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 three (3) 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 Milestone (each
                such
                approval a

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Milestone Final Approval”,
      and
      each such failure, a “Nonconformity”). In
      the
      event that Hercules fails to provide a Transition Milestone Submission Response
      within three (3) 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 two (2) business days 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 written notice
                to
                Supplier (within the Transition Milestone Submission Response period)
                specifying the nature of the failure in reasonable detail. Supplier
                shall
                then set 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.


            


    

     

     

    
      	 	
              (b)

            	
              Transition
                Deliverable Credits.
                Subject to Section
                10.2
                of
                the Agreement and Section 3(e) below, 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 Transition Deliverable Credit if Supplier fails
      to obtain Transition Milestone Final Approval on or before the seventh day
      after
      the applicable Critical Transition Milestone;

     

     

    (ii)
      The
      remaining ****** percent (******%) of the Transition Deliverable Credit if
      Supplier fails to obtain Transition Milestone Final Approval on or before the
      twenty second day after the applicable Critical Transition
      Milestone;

     

     

     

     

     

    Supplier
      shall pay Hercules any accrued portion of the applicable Transition 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, the percentage set forth in Attachment
                J.5
                to
                Schedule
                J
                of
                the total Transition Charges (“At
                Risk Amount for Transition Services”).
                

            


    

     

     

    
      	 	
              (c)

            	
              Allocation
                Pool.
                Transition Deliverable Credits are allocated to Critical Transition
                Milestones in accordance with Attachment
                J.5.

            


    

     

     

    
      	 	
              (d)

            	
              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.2,
                in which case Supplier will be entitled to the return of
                all

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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
      Deliverable Credits paid in connection with its prior failure to meet said
      interim Critical Transition Milestone. 

     

     

    
      	 	
              (e)

            	
              Other
                Transition Milestone Relief.
                Supplier will be relieved of responsibility for failure to meet a
                Critical
                Transition Milestone and associated Transition Deliverable Credits
                to the
                extent provided in 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 (or Hercules Third Party Contractors) are 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 as specified in 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.

            


    

     

     

    


     

     

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        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.1

     

     

    CRITICAL
      TRANSITION MILESTONES AND RELATED DELIVERABLE CREDITS

     

     

    


     

     

    


     

     

    


     

     

    Attachment
      J.5
      to
Schedule
      J
      sets
      forth the Critical Transition Milestones and related Critical Deliverable
      Credits 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
      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.

        
          


        

      

    



     

    


    Schedule
      I

    Termination
      Assistance Services

     

    


     

    Table
      of Contents

     

    


     

    


    1. GENERAL1

    2. TERMINATION
      ASSISTANCE PLAN1

    3. SPECIFIC
      TERMINATION ASSISTANCE SERVICES1

     

    3.1. General
      Support1

     

     

    3.2. Knowledge
      Transfer1

     

     

    3.3. Transfer
      of Resources2

     

     

    3.4. Operational
      Transfer4

     

     

    3.5. Organizational
      Transfer6

     

    
      4.
        TERMINATION ASSISTANCE SERVICES RATES 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.

        
          


        

      

    



    SCHEDULE
      I 

    TERMINATION
      ASSISTANCE SERVICES

    


     

    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 unreasonably 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 reasonably 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 (to the extent that
      Hercules is entitled to such documentation under the Agreement); 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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


     

    Personnel
      during the transition from Supplier to Hercules and Eligible Recipient and/or
      their designee(s);

     

    Supplying
      information concerning Equipment, Software (consistent with the provisions
      of
Section
      14.6
      of the
      Agreement), 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 to the
      extent such Supplier Laws relate to the providing of the Services (as opposed
      to
      Supplier generally).

     

    Transfer
      of Resources

     

    Supplier
      shall provide reasonable assistance to transfer resources (e.g., Materials,
      Equipment, Third Party Contracts) to Hercules, an Eligible Recipient and/or
      their designee(s) to which Hercules is entitled under the Agreement. Such
      assistance shall include:

     

    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, or Supplier Affiliates 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;

     

    Reasonably
      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 to the extent permissible by applicable Law; 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.

     

    Operational
      Transfer

     

    Supplier
      shall perform all activities described in Section
      4.3
      of the
      Agreement to effect a smooth transfer of operational responsibility for the
      Services. Such activities may include:

     

    Providing
      to Hercules, an Eligible Recipient and/or their designee(s), machine-readable
      source and object code along with run documentation and job control listing
      for
      the Systems Software (to the extent Hercules is entitled to such code,
      documentation and job control listing under the Agreement);

     

    To
      the
      extent used to provide the Services, documenting and delivering source
      materials, object libraries and reference files (to the extent Hercules is
      entitled to such materials, object libraries and reference files under the
      Agreement);

     

    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 details the
      information in the reports set forth in Schedule
      R
      or as
      otherwise required under the Agreement as such exists as of the effective date
      of termination or expiration; 

     

    Providing
      reasonable 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;

     

    Providing
      Materials in accordance with Section
      14.6
      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.

      

    


    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 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, if applicable, 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 to be conducted by a third party designated by Supplier and approved
      by Hercules) of Equipment owned by or to be conveyed to Hercules from the
      Supplier Facilities; 

     

    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; 

     

    Reasonably
      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; 

     

    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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    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 such changes or Supplier shall be relieved from such
      Service Level. 

     

    Organizational
      Transfer

     

    Supplier
      shall provide reasonable assistance in connection with Hercules’ efforts at
      hiring, as contemplated in Section
      4.3(b)(2)
      of the
      Agreement. Such reasonable assistance will include for eligible Supplier
      Personnel that Hercules may hire as contemplated in Section
      4.3(b)(2):

     

    Providing
      a listing of the then-current positions and the approximate amount of time
      (i.e., 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)(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

    


    1INTRODUCTION

     

    2SERVICES
      CHARGE

     

    3PROJECTS

     

    4NEW
      SERVICES

     

    5PASS-THROUGH
      EXPENSES

     

    6ECONOMIC
      CHANGE ADJUSTMENT (“ECA”)

     

    7TAXES

     

    8CURRENCY;
      INVOICING; PAYMENT

     

    9MISCELLANEOUS
      CHARGES RELATED PROVISIONS

     

    


     

    LIST
      OF ATTACHMENTS 

     

    Attachment
      J.1: Summary of Charges

    Attachment
       J.2:
      Detailed Annual Base Charges / Baseline FTEs

    Attachment
      J.3: FTE Resource Unit Rates 

    Attachment
      J.4: Non-FTE Resource Unit Baseline Volumes

    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/Asset Allocation 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

     

    	1  	
            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 based pricing structure.

    


    (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; provided,
      however, (i) if the Parties agree that if the Services in Schedules
      E.1
      or
E.3
      are
      required to be performed from Supplier Facilities outside of India, then the
      Charges for such Services shall be equitably adjusted, (ii) if the Services
      (other than the Services described in Schedules
      E.4, E.5, E.9,
      and
E.12)
      require
      on average more than thirty minutes a day of inbound or outbound voice
      telephony, then the Charges for such Services shall be equitably adjusted based
      on any additional Out-of-Pocket Expenses incurred by Supplier relating to
      additional telecommunications, (iii) if the Services require on average more
      than 20 KBPS per Supplier FTE, then the Charges for the Services shall be
      equitably adjusted based on any additional Out-of-Pocket Expenses incurred
      by
      Supplier relating to additional bandwidth, or (iv) if Hercules’ requirements
      regarding accounts payable workflow are not consistent with standard workflow
      procedures or supported by standard functionality in the Savvion Software,
      then
      the implementation of such requirement shall be a New Service. 

     

    	2  	
            SERVICES
              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.

       

       

    

    	2.1  	
            Transition
              Charges

          


     

     

    The
      fixed
      Charges for Transition Services are set forth in Attachment
      J.5
      .


     

    Each
      of
      the fixed Transition Charges are allocated to the achievement by Supplier of
      a
      specific Transition Milestone described in the Transition Plan set forth in
      Schedule
      H.
      Supplier shall invoice Hercules for each such Transition Charge in the month
      immediately following the month in which Supplier achieves such Transition
      Milestone. If Supplier fails to achieve the Transition Milestone, then Supplier
      shall not invoice Hercules for such Transition Charge until such Transition
      Milestone is met. 

    


    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.

     

    	2.2  	
            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 Resource Baseline for FTEs specified in Attachment
      J.2
      (the
“Baseline
      FTEs”)
      after
      the applicable Commencement Date, subject to the Staffing Assurances and
      provisions of this Schedule
      J.
      

    


    (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.3
      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.1
      for the
      applicable Contract Year by the number of calendar months in that Contract
      Year.


     

    	2.3  	
            Staffing
              Assurances

          


     

    (a) General.
      Supplier
      will perform the Services and provide FTEs in accordance with the throughput
      per
      FTE, 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 actual volume of non-FTE
      Resource Units relating to such Service is ******
      percent
      (******%)
      or
      more of the non-FTE Resource Baseline Volume set forth in Attachment
      J.4
      for such
      Resource Unit for three (3) or more consecutive months. Additional chargeable
      FTEs will only be provided as mutually agreed by the Parties and the ASC shall
      be accordingly adjusted based on the FTE rates set forth in Attachment
      J.3.
      Each
      Additional Chargeable FTE will be as productive as the Baseline FTEs (e.g.,
      the
      number of non-FTE Baseline Resource Units divided by Baseline FTEs for a
      particular Service will not be diminished). Supplier is responsible for any
      additional amounts incurred or resources as a result of inefficiencies of such
      FTEs. To the extent that Supplier can realize shift utilization levels greater
      than ******
      shift
      per seat (or ******
      shifts
      per seat in the case of Accounts Payable Services) at a Supplier Facility the
      Charges for each additional FTE shall be equitably reduced so that the Parties
      equally share in the savings associated with the reduced overhead for such
      additional 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 the
      actual volume of non-FTE Resource Units is ******
      percent
      (******%)
      or
      less of the non-FTE Resource Baseline Volume set forth in Attachment
      J.4
      for such
      Resource Unit, Supplier shall so notify Hercules and the Parties will discuss,
      in good faith, appropriate reductions in the number of FTEs and a corresponding
      reduction in the ASC if such actual non-FTE Resource Unit volumes are expected
      to be below the Resource Baseline for three (3) or more consecutive months.
      

    


    (iii)
       Other
      Productivity Improvements.
      Supplier
      shall realize and demonstrate productivity improvements each Contract Year.
      Such
      improvement can be demonstrated by either (i) reducing the number of FTEs
      performing certain Services (e.g., the number of FTEs required to perform
      Services in a Functional Service Area), (ii) by increasing FTE throughput (e.g.,
      the volume of non-FTE Resource Units divided by the number of FTEs performing
      a
      Service - 10,000 PO’s processed / 10 FTEs), or (iii) other objective criteria.


    


    (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 Attachment
      J.1, Attachment
      J.2
      and Schedule
      M.
      Supplier is responsible for any additional amounts incurred as a result of
      a
      less advantageous ratio of such FTEs (e.g., a higher ratio of on-site FTEs),
      unless otherwise requested by Hercules.

    


    (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. 

     

    	2.4  	
            Resource
              Units 

          


     

    (a) General.
      The
      Resource Units associated with the Services are defined in Attachment
      J.3
      and
J.4;
      as of
      the Effective Date, the Resource Units in J.4 are only used in connection with
      the Staffing Assurances. 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 (e.g., business output per
      FTE) and Hercules’s and the Eligible Recipients’ actual usage of certain
      Services. This information can be used to determine, for example, (i) Supplier’s
      compliance with the Staffing Assurances described above, or (ii) a transaction
      based charge, an additional resource charge (ARC), or reduced resource charge
      (RRC), if Hercules elects to execute a Pricing Conversion utilizing such
      methodology(ies). 

    


    (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. 

     

    	2.5  	
            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 for a variety of reasons, including the lack of (i) adequate metrics
      and other information, and/or (ii) standardized activities or processes. 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 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.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.



     

    	2.6  	
            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 Pricing Conversion, the Resource Baseline for
      such Resource Unit and the applicable Additional Resource Charge
      ("ARC")
      and Reduced Resource Credit ("RRC")
      shall be set forth in Attachment
      J.3, 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 aggregate Resource Baseline specified in Attachment
      J.4
      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 set forth in
Attachment
      J.3
      (i.e.,
      ARC = [(Actual RUs - Resource Baseline) x ARC Rate]).

     

    (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
      set
      forth in Attachment
      J.3
      (i.e.,
      RRC = [(Resource Baseline - Actual RUs -) x RRC Rate]).

     

     

    	2.7  	
            Rate
              Validity

          


     

    The
      Charges shall be valid to ******%
      above
      and ******%
      below
      the Resource Baseline established for each FTE or non-FTE Resource Unit
      category. If, during any three consecutive months, (i) the total Resource Unit
      utilization for any FTE or non-FTE Resource Unit category is, in the aggregate,
      either ******%
      above
      or ******%
      below
      the applicable aggregate Resource Baseline, 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 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.


     

    In
      the
      case of ARCs, Hercules shall pay for Actual RUs (which may exceed the
******%
      level)
      at the then current ARC Rate for up to sixty (60) days following the events
      triggering such negotiations. If agreement is not reached during such sixty
      (60)
      day period, Hercules shall continue to pay on such basis pending the conclusion
      of such negotiations; provided that, following agreement, the actual Charges
      for
      such period will be computed at the agreed upon rates and reconciled with the
      Charges actually paid by Hercules during such period.

     

    In
      the
      case of RRCs, Hercules shall pay at the ******%
      level
      (even if the Actual RUs fall below such ******%
      level)
      for up to sixty (60) days following the events triggering such negotiations.
      If
      agreement is not reached during such sixty (60) day period, Hercules shall
      pay
      for the Actual RUs and thereafter deposit the disputed amount (i.e., the
      difference between the Charges that would be payable at ******%
      of the
      then-current Resource Baseline and those that would be payable at the Actual
      RU
      level applying the then-current RRC Rate) into an interest bearing escrow
      account for the benefit of both Parties at a financial institution reasonably
      acceptable to Supplier. Upon agreement, the actual Charges for the escrow period
      will be computed at the agreed upon rates. The difference between that amount
      and the amount actually paid to Supplier for such period, together with
      associated interest, will then be paid to Supplier from the escrow account.
      The
      remaining amount in escrow will then be returned to Hercules.

     

    The
      Parties acknowledge and agree that, in the event actual Resource Unit
      utilization is more than 50% above the Resource Baseline, the ARC Rate for
      additional Resource Units and the implied unit rate for all Resource Units
      will
      be equal to or lower than the rates and charges reflected in this Schedule
      J.
      The
      Parties also acknowledge and agree that, in the event actual Resource Unit
      utilization is more than 50% below the Resource Baseline, the RRC Rate will
      be
      equal to or lower than and the implied unit rate for all Resource Units will
      be
      equal to or higher than the rates and charges reflected in Schedule
      J.

     

    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.

     

     

    	3  	
            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.

    

     

    	3.1  	
            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. The Parties expressly acknowledge
      and agree that the ADM Services set forth in Schedule
      E.9
      are
      dedicated to performing Projects and this Section
      3.2
      shall
      not apply to that Functional Service Area. 

    


    (b) “Business-As-Usual”
      Work.
      Supplier’s performance of project-type work that is an inherent, necessary or
      customary part of the day-to-day Services is included in the Monthly Base
      Charges to the extent such level of effort is reasonably consistent with the
      level of work that Hercules performed prior to the Commencement Date. Such
      project-type work shall include: Projects that are required to sustain
      operations, relate to user testing, maintain Supplier Personnel skills, or
      have
      a timeline for implementation that does not adversely impact the
      Services.

    


    (c)
      (d) Intentionally
      Blank. 

    


    (e) 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.

    


    (f)Projects
      Pricing: Additional Hours or Fixed Price.
      At
      Hercules’ request, Supplier shall provide fixed pricing for Projects. 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 to the extent such rates are applicable. 

     

    (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
      hours expended by Supplier in preparing proposals or plans or reporting on
      the
      status of Projects shall be included in the Monthly Base Charges and shall
      not
      be otherwise chargeable.

     

    (i) Shared
      Projects.
      It is
      understood and agreed that, 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.

       

    

    	3.2  	
            SAP
              Upgrade Project 

          


     

     

    Supplier
      shall perform the SAP technical upgrade project described in Schedule
      E.12
      for the
      Charges set forth in Attachment
      J.1.
      

     

    Such
      Charges are allocated to the achievement by Supplier of specific milestones
      that
      shall be further defined in the SAP technical upgrade project plan. Supplier
      shall invoice Hercules for each such Charge in the month immediately following
      the month in which Supplier achieves such milestone. If Supplier fails to
      achieve the milestone, then Supplier shall not invoice Hercules for such Charge
      until such milestone is met. 

    


    There
      are
      no separate or additional Charges or other expenses for the SAP technical
      upgrade project. For the avoidance of doubt, the fixed Charges for these
      Services include all Out-of-Pocket Expenses incurred by Supplier (or Supplier
      Personnel) in connection with the performance of such Services, including
      Out-of-Pocket Expenses associated with travel and lodging.

     

    	4  	
            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.

     

    	5  	
            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. 

     

     

    Supplier
      acknowledges and agrees that, except as provided in the preceding paragraph,
      the
      expenses Supplier incurs in performing the Services (including management,
      travel and lodging, printing/document reproduction and shipping) are included
      in
      Supplier’s Charges and that there are no other Out-of-Pocket Expenses to be
      reimbursed by Hercules.

     

     

    	6  	
            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. 

     

     

    	7  	
            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. 

     

    	8  	
            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.

    

     

    	9  	
            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 (i) United States Dollars or (ii) the currency for the applicable
      Service and geographical Eligible Recipients identified in Attachment J.1 (e.g.,
      certain Services shall be invoiced in Euros). 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 and
      any amounts set forth in USD that are to charged and invoiced in Euros to a
      Hercules Eligible Recipient in Europe shall be converted from United States
      Dollars to Euros, if necessary, at the then current spot rate. 

     

    	10  	
            MISCELLANEOUS
              CHARGES AND OTHER PROVISIONS

          


     

     

    	10.1  	
            Schedule

          


     

    Schedule
      J.1
      sets
      forth certain financial responsibilities of the Parties and is hereby
      incorporated into this Schedule
      J.

     

    	10.2  	
            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.
      

     

     

    	10.3  	
            Other
              Charges

          


     

    Attachment
      J.6
      sets
      forth certain other Charges that may arise during the Term.

     

    	10.4  	
            Call
              Recording

          


     

    The
      Charges include recording ten percent (10%) of the total inbound and outbound
      call volume and retaining such recorded calls for thirty days (30) during the
      Term. During the initial twelve (12) months following the Service Commencement
      Dates relating to the Services in Schedules
      E.4 and
      E.5,
      recording ninety eight percent (98%) of all inbound and outbound calls and
      retaining such recorded call for ninety days.

     

    


     


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    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.


    


     

    


     

    


     

    


     

    


     

    ATTACHMENTS
       J.1 - J.8

     

    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.



     

    


     

    SCHEDULE
      J.1

     

    


     

    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.



     

    


     

    SCHEDULE
      K

     

    


     

    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.


    


     

    


     

    


     

    SCHEDULE
      M

     

    


     

    THE
      FOLLOWING 1 TABLE HASE 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.  	
            Actual
              Costs. 

          


     

    Subject
      to the cap described in Section
      3
      below,
“Termination
      Charges”
shall
      be calculated in accordance with Section
      2
      and
      shall consist of the actual direct costs or amounts described in Sections
      2(a), (b)
      and
(c).
      Supplier shall prepare an itemized calculation of the potential Termination
      Charges and deliver it to Hercules within thirty (30) days after Supplier’s
      receipt of the notice of termination. Such calculation shall contain such
      documentation as is reasonably necessary to validate the potential Termination
      Charges. Hercules shall be entitled to audit the Termination Charges in
      accordance with Section
      9.12
      of the
      Agreement to the extent necessary to validate the Termination Charges (e.g.,
      limited to Eligible Supplier Personnel and the applicable time periods noted
      below in Section 2(a) and the net book value of Equipment described in Section
      2(b)). For the avoidance of doubt, the foregoing does not provide Hercules
      the
      right to audit wages and fringe benefits of all Supplier employees or for
      purposes not specifically relating to variable Termination Charges.


     

    The
      Termination Charges shall consist of the following as reasonably incurred by
      Supplier as a direct result of the early termination of the Agreement:


     

    (a) Supplier
      Employees.
      With
      respect to Supplier employees dedicated to the provision of Services to Hercules
      as of the termination date or, if later, the date on which such employees cease
      to perform Services or Termination Assistance Services requested by Hercules
      under the Agreement, whichever is later (“Eligible
      Supplier Employees”),
      the
      Termination Charges shall consist of the severance and redeployment described
      below and reasonably incurred by Supplier. Eligible Supplier Employees shall
      not
      include Supplier employees who are assigned following the notice of termination
      to replace reassigned or terminating Supplier Personnel and/or to perform
      Termination Assistance Services (other than planned reassignments executed
      in
      the ordinary course and not related to the termination). Supplier shall invoice
      Hercules for amounts under this Section
      2(a)
      as they
      are incurred by Supplier and such invoice shall be due and payable in accordance
      with Section
      12
      of the
      Agreement. 

     

    
      	 	
              (i)

            	
              Redeployment
                of Eligible Supplier Employees at Supplier Facilities.
                The actual wages (and fringe benefits) paid to Eligible Supplier
                Employees
                primarily working at Supplier Facilities who are not severed by Supplier
                and are awaiting redeployment; provided that, (A) such reimbursement
                will
                terminate upon the redeployment of such employee for any other purpose,
                and (B) the total period of such reimbursement shall not exceed ninety
                (90) days; 

            


    

     

    
      	 	
              (ii)

            	
              Redeployment
                of Eligible Supplier Employees at Hercules Facilities.
                The actual wages (and fringe benefits) paid to Eligible Supplier
                Employees
                primarily working at Hercules Facilities who are not severed by Supplier
                and are awaiting redeployment; provided that, (A) such reimbursement
                will
                terminate upon the redeployment of such employee for any other purpose,
                and (B) the total period of such reimbursement shall not exceed ninety
                (90) days; 

            


    

     

    
      	 	
              (iii)

            	
              Severance.
                ******
                percent (******%)
                of the actual severance payments made to Eligible Supplier Employees
                pursuant to the then current Supplier severance policy; provided
                that: (A)
                severance occurs within ninety (90) days after each such employee
                ceases
                to perform the Services, (B) the severance payments made to such
                employees
                do not exceed those available to similarly situated employees under
                the
                Supplier severance policy in place as of the Effective Date, and
                (C) the
                average severance payment to all terminated Eligible Supplier Employees
                does not exceed ******weeks
                salary. 

            


    

     

    
      	 	
              (iv)
                

            	
              Qualifications.
                The Termination Charges under this Section
                2(a)
                above shall be further qualified as
                follows:

            


    

     

    (1) Termination
      Charges shall not include any severance or redeployment expenses with respect
      to
      Eligible Supplier Employees who are transferred directly to Hercules or its
      designee or who are offered and accept employment with Hercules or its
      designee;

     

    (2) Termination
      Charges shall not include any severance with respect to Eligible Supplier
      Employees who are offered employment with Hercules or its designee at equal
      or
      higher compensation in accordance with Section
      4.3(b)(2)
      of the
      Agreement, but who have the opportunity to remain with Supplier and elect to
      do
      so;

     

    (3) Termination
      Charges shall not include both redeployment and severance with respect to the
      same Eligible Supplier Employee; and 

     

    (4) Supplier
      shall use commercially reasonable efforts to minimize the severance and
      redeployment costs that are part of the 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.

    

     

    (b) Third
      Party Software, Equipment and Third Party Contracts.
      With
      respect to Third Party Software licenses, Equipment leases and Third Party
      Contracts that are primarily used by Supplier, Supplier Subcontractors, or
      Supplier Affiliates to provide the Services, the Termination Charges shall
      consist of (i) any termination or cancellation fees that Supplier is
      contractually required to pay to a third party in connection with the early
      termination of such license, lease, or contract, and (ii) subject to the
      succeeding paragraphs, any non-cancelable charges that Supplier is contractually
      required to pay to a third party during the remaining term of such license,
      lease, or contract. With respect to Equipment owned by Supplier or a Supplier
      Affiliate that is dedicated to the provision of the Services, if Hercules (or
      its designee) elects not to purchase such Equipment and Supplier is not able
      to
      redeploy (e.g., to Supplier’s other customers) within sixty (60) days, the
      Termination Charges shall consist of (1) the net book value of such Equipment
      (calculated using the same methodology as described in Section
      4.3(b)(4)
      of the
      Agreement) as of the termination date or, provided and to the extent such
      Equipment is utilized in the provision of such Termination Assistance Services,
      the substantial cessation of any Termination Assistance Services requested
      by
      Hercules under the Agreement, whichever is later, minus (2) the fair market
      value of such Equipment as of such date. Supplier shall invoice Hercules for
      amounts under this Section
      2(b)
      as they
      are incurred by Supplier and such invoice shall be due and payable in accordance
      with Section
      12
      of the
      Agreement.

     

    In
      each
      case, Supplier shall use commercially reasonable efforts to avoid incurring
      such
      costs, minimize the costs incurred, and/or recover amounts previously paid.
      The
      commercially reasonable efforts to be performed by Supplier shall include,
      to
      the extent applicable, (i) providing Hercules with a list of all applicable
      licenses, leases, contracts and/or Equipment and the costs associated with
      each
      within thirty (30) days after Supplier’s receipt of the notice of termination,
      (ii) working with Hercules to identify all commercially reasonable means to
      avoid or minimize such costs, (iii) subject to Section
      6.4(c)
      of the
      Agreement, offering to make the Third Party Software licenses, Equipment leases,
      Supplier owned Equipment and Third Party Contracts available to Hercules or
      its
      designee in accordance with Section
      4.3
      of the
      Agreement, (iv) redeploying any remaining Third Party Software, Equipment and
      Third Party Contracts within Supplier’s organization if, and as soon as,
      commercially reasonable, (v) negotiating with the applicable third party to
      eliminate or reduce the fees or charges to be incurred, and/or (vi) subject
      to
      any limitations contained in the applicable licenses, leases or contracts,
      selling, canceling or otherwise disposing of any Third Party Software licenses,
      Equipment leases, Supplier owned Equipment and Third Party Contracts that cannot
      be redeployed. The costs to be reimbursed by Hercules shall cease to accrue
      following the redeployment or use of such Third Party Software, Equipment and
      Third Party Contract for any other purpose and shall be reduced by the net
      proceeds received from any sale or other disposition. 

     

    In
      addition, Supplier shall use commercially reasonable efforts to avoid agreeing
      in any of its subcontracts, Third Party Software licenses, Equipment leases
      or
      other Third Party Contracts (excluding Third Party Software licenses, Equipment
      leases and Third Party Contracts assigned to Supplier by Hercules pursuant
      to
      this Agreement) to termination or cancellation fees or non-cancelable charges
      and, to the extent it is unable to avoid agreeing to such terms, Supplier shall
      fully disclose such terms to Hercules in seeking Hercules’s approval of such
      Subcontractor pursuant to Section
      9.13
      of the
      Agreement and/or in seeking approval of such Third Party Software licenses,
      Equipment leases or other Third Party Contracts pursuant to Section
      6.4
      of the
      Agreement.

     

    Notwithstanding
      the foregoing, Hercules shall not be obligated to pay any Termination Charges
      with respect to Third Party Software, Equipment and Third Party Contracts to
      the
      extent (i) Hercules or its designee purchases any Supplier owned Equipment
      or
      assumes any Supplier held Third Party Software licenses, Equipment leases or
      Third Party Contracts, or (ii) Supplier is unable to offer Hercules or its
      designees the right to purchase such Equipment or assume such licenses, leases
      or contracts; provided that, unless otherwise agreed, Hercules shall be
      obligated to pay Termination Charges with respect to Third Party Software,
      Equipment Leases and Third Party Contracts under (ii) above if and to the extent
      such licenses, leases or contracts, such licenses, leases or contracts that
      were
      assigned to Supplier by Hercules pursuant to the Agreement, or Hercules has
      agreed in advance pursuant to Section
      6.4(c)
      of the
      Agreement to pay such amount as required under this Schedule
      N.
      

     

    (c) Miscellaneous
       Termination
      Charges.
      Supplier also shall recover as Termination Charges the amounts specified in
      the
      table below. 

     

    


     

      THE
      FOLLOWING TABLE HAS BEEN REDACTED

     

    


     

    The
      Termination Charges to be paid by Hercules pursuant to Section
      2(c)
      shall be
      calculated as of the termination date. The amounts specified above represent
      the
      Termination Charges to be paid by Hercules pursuant to Section
      2(c)
      as of
      the Effective Date and last day of each Contract Year. To the extent such
      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 the 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.

    

     

    	3.  	
            Termination
              Charges Cap

          


     

    Notwithstanding
      the foregoing, the total Termination Charges under Section
      2
      above
      shall not exceed the amount set forth in Table
      2
      below:

     

    


     

    THE
      FOLLOWING TABLE HAS BEEN REDACTED

     

    


     

    The
      cap
      on the total Termination Charges shall be calculated as of the termination
      date.
      The amounts specified in the table above represent the Termination Charges
      cap
      as of the Effective Date and the last day of each Contract Year. To the extent
      the Termination Charges cap is calculated as of a date during any Contract
      Year,
      it shall be adjusted on a pro rata basis as follows: (Termination Charges cap
      as
      of the end of the preceding Contract Year) minus (the difference between the
      Termination Charges cap 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

     

    


    WILMINGTON,
      DELAWARE

    


    (Plaza
      and Research Center)

    


    


    
      	
               

              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              ADM
                and SAP Upgrade

            	 	 
	
              01

            	
              Office
                space and office furniture for Supplier Personnel (for on-site project
                manager)

            	
              Term

            
	
              15
                (Peak)

            	
              Cubicle
                space and furniture for Supplier Personnel (during ADM Transition
                Services)

            	
              Transition
                Period

            
	
              07

            	
              Cubicle
                space and furniture for Supplier Personnel (during SAP Technical
                Upgrade)
                

            	
              SAP
                upgrade period

            
	
              03

            	
              Conference
                Rooms 

            	
              As
                & when required during the engagement duration to the extent
                available

            
	 	
              Internet
                access (without internet e-mail access), LAN/WAN etc. for on-site
                Supplier
                Personnel set forth in Schedule M or otherwise agreed

            	
              Term

            
	
              SOL
                ID Requirements

            	 	 
	
              4

            	
              Office
                space and furniture / training room.

              Shared
                phone/extension. The desktops would be needed more for demonstrating
                the
                process to the Sol Id team

            	
              Per
                the Transition Plan

            
	
              On
                the Job Training Requirements

            	 	 
	
              17

            	
              Office
                space, furniture and shared phones/extensions (Phase NA 0)

            	
              Up
                to 8 weeks (some space would not be required for the entire
                duration)

            
	
              14

            	
              Office
                space, furniture and shared phones/extensions (Phase NA1)

            	
              Up
                to 6 weeks (some space would not be required for the entire
                duration)

            
	
              4

            	
              Office
                space, furniture and shared phones/extensions (Phase NA2)

            	
              4
                weeks 

            
	
              Governance
                Requirements

            	 	 
	
              4

            	
              Office
                space, furniture and shared phones/extensions (Phase NA 0)

            	
              Up
                to 8 weeks (some space would not be required for the entire
                duration)

            
	
              3

            	
              Office
                space, furniture and shared phones/extensions (Phase NA 1)

            	
              Up
                to 6 weeks (some space would not be required for the entire
                duration)

            
	
              1

            	
              Office
                space, furniture and shared phones/extensions (Phase NA 2)

            	
              4
                weeks 

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.

    

     

    International
      Locations

     

    


    
      	 	
              1.

            	
              RIJSWIJK

            


    

    Veraartlaan
      8

    2288
      GM
      Rijswijk

    The
      Netherlands

    


    


    
      	
              No.
                of Supplier Personnel

            	
              Description

            	
              Duration

            
	
              SOL
                ID Requirements

            	 	 
	
              2

            	
              Office
                space and furniture / training room.

              Shared
                phone/extension to be provided; The desktops would be needed more
                for
                demonstrating the process to the Sol Id team

            	
              3
                weeks + 4 weeks at two separate times

            
	
              6

            	
              Office
                space and furniture / training room.

              Shared
                phone/extension to be provided; The desktops would be needed more
                for
                demonstrating the process to the Sol Id team

            	
              4
                weeks

            
	
              On
                the Job Training Requirements

            	 	 
	
              13

            	
              Office
                space, furniture and shared phones/extensions (Phase -EU 0)
                

            	
              Up
                to 8 weeks (some space would not be required for the entire
                duration)

            
	
              22

            	
              Office
                space, furniture and shared phones/extensions (Phase -EU
                1)

            	
              5
                weeks 

            
	
              23

            	
              Office
                space, furniture and shared phones/extensions (Phase -EU2)

            	
              5
                weeks

            
	
              Governance
                Requirements

            	 	 
	
              2

            	
              Office
                space, furniture / training room and shared phones/extensions (Phase
                -EU
                0)

            	
              6
                weeks

            
	
              6

            	
              Office
                space, furniture / training room and shared phones/extensions (Phase
                -EU
                1)

            	
              5
                weeks

               

            
	
              4

            	
              Office
                space, furniture / training room and shared phones/extensions (Phase
                -EU
                2)

            	
              5
                weeks

            


    

    


    


    


    Other
      Miscellaneous Provisions regarding Hercules Facilities:

     

    
      	 	
              ·

            	
              On-the-job-training
                (“OJT”) will cover the US and European locations described above (i.e.,
                Wilmington and Riswijk). If some space is required for 1-2 people
                in the
                various other Hercules Facilities in Europe for 1-2 weeks, Hercules
                will
                provide the same or similar space as reasonably available.
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              ·

            	
              Network
                connectivity for the OJT team shall be provided by Hercules within
                the
                Hercules Facility

            


    

     

    
      	 	
              ·

            	
              Supplier
                Governance team would carry their own
                laptops

            


    

     

    
      	 	
              ·

            	
              The
                Supplier Sol-Id team would be carrying their own
                laptops

            


    

     

    


     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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

            	
              Genpact

              DLF
                IT Park Tower 1, 7th Floor

              8
                Major Arterial Road

              New
                Town, Rajarhat

              Calcutta

            	
              Account
                Payable, Master Data Maintenance, General Ledger Accounting, Fixed
                Assets
                Accounting, Financial Consolidation/External Reporting, Corporate
                Analysis, Business Analysis, Sales Analysis, Procurement Spend Analysis,
                SAP Production Support and Projects, Non-SAP Production Support and
                Projects.

            	
              Calcutta

            	
              West
                Bengal

            	
              India

            
	
              2

            	
              Dimitrie
                Pompei Blvd. 9-9A, 

              IRIDE
                Business Park

              Building
                14

              Sector-
                2

              Bucharest

               

               

            	
              Customer
                Support/Business Support and Accounts Receivable.

            	
              Bucharest

            	 	
              Romania

            
	
              3

            	
              251
                Avenida Lerdo Norte

              Cd.
                Juarez, Chihuahua

              Mexico
                CP32000

            	
              Customer
                Support/Business Support and Accounts Receivable.

            	
              Juarez

            	
              -

            	
              Mexico

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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

            
	
              ADM
                and SAP Upgrade

            
	
              Wilmington
                DE, USA

            	
              1

            	
              LCD
                projector

            	
              As
                & when required and available during the engagement lifecycle (ADM
                & SAP technical upgrade)

            
	
              15

            	
              Workstations
                (during ADM Transition Period) 

            	
              5.5
                Months

            
	
              07

            	
              Workstations
                (during SAP Technical Upgrade) 

            	
              9
                Months

            
	
              01

            	
              Telephone
                (for on-site project manager) 

            	
              5.5
                Years

            
	 	
              Access
                to telephone(s) (for on-site teams)

            	
              During
                ADM Transition & SAP Tech. Upgrade 

            
	 	
              Access
                to fax (for on-site project manager & for on-site teams during ADM
                Transition & SAP Technical Upgrade) 

            	
              5.5
                Years

            
	
              BPO
                - SOL ID Requirements 

            
	
              Wilmington
                DE, USA

            	
              2

            	
              Workstations

            	
              3
                weeks

            
	
              Rijswijk,
                The Netherlands

            	
              1

            	
              Workstations

            	
              3
                weeks

            
	
              2

            	
              Workstations

            	
              4
                weeks

            
	
              On
                the Job Training Requirements 

            
	
              Wilmington
                DE, USA

            	
              17

            	
              Workstations
                (Phase NA 0)

            	
              8
                weeks (some Workstations would be required for a lesser
                period)

            
	
              14

            	
              Workstations
                (Phase NA1)

            	
              4
                weeks (some Workstations would be required for a lesser
                period)

            
	
              4

            	
              Workstations
                (Phase NA2)

            	
              4
                weeks (some Workstations would be required for a lesser
                period)

            
	
              Rijswijk,
                The Netherlands

            	
              12

            	
              Workstations
                (Phase -EU 0)

            	
              8
                weeks (some Workstations would be required for a lesser
                period)

            
	
              22

            	
              Workstations
                (Phase -EU 1)

            	
              5
                weeks

            
	
              23

            	
              Workstations
                (Phase -EU2)

            	
              5
                weeks 

            
	
              SOL
                ID Requirements 

            
	
              Wilmington
                DE, USA

            	
              2

            	
              Workstations

            	
              3
                weeks

            
	
              Rijswijk,
                The Netherlands

            	
              1

            	
              Workstations

            	
              3
                weeks

            
	
              2

            	
              Workstations

            	
              4
                weeks

            


    

    


    Other
      Miscellaneous Provisions and Clarifications:

     

    :

     

    
      	 	
              ·

            	
              BPO
                - SOL ID Requirements - these Workstations would be needed in the
                conference room for the Supplier Personnel solely for demonstrations
                and
                deep dives into Hercules processes; the Supplier Personnel would
                carry
                their own laptops from Supplier for other
                purposes.

            


    

     

    
      	 	
              ·

            	
              OJT
                will cover only 1 location each in the US and Europe (i.e., Wilmington
                and
                Rijswijk). If some space is required for 1-2 people in the various
                other
                locations of Hercules Facilities in Europe for 1-2 weeks, Hercules
                will
                provide the same or similar space as reasonably available and described
                in
                this Schedule. Workstation

            


    

     

    
      	 	
              ·

            	
              Network
                connectivity for the OJT team would be provided by
                Hercules

            


    

     

    
      	 	
              ·

            	
              Governance
                team would carry their own laptops

            


    

     

    
      	 	
              ·

            	
              The
                Supplier Sol-Id team would be carrying their own laptops
                

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 

     

     

    and
      

     

     

    Direct
      Supplier 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.1

    DIRECT
      HERCULES COMPETITORS

     

    


     

    This
      is
Schedule
      P.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. 

     

    


    


    
      	
              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
                (including Samsung Fine Chemicals)

            
	
              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.

      

    


    


    


    


    SCHEDULE
      P.2

    DIRECT
      SUPPLIER COMPETITORS

     

    


     

    This
      is
Schedule
      P.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. 

     

    


    


    WNS
      Global Services 

    HP
      

    Infosys
      (Progeon)

    Accenture

    IBM

    Wipro
      

    HCL
      

    TCS
      

    EXL
      Services 

    Cap
      Gemini 

    Convergys
      

    Hewitt
      Associates 

    Vertex

    Intelenet

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

     

     

    


     

     

    At
      Supplier, customer centricity drives the day-to-day working of processes.
      Customer satisfaction and quality of services delivered is extremely important
      for Supplier and this is reflected through the Voice of Customer (VoC) survey,
      conducted at regular intervals during the course of an engagement, to determine
      customer satisfaction. The aim of the VOC is to receive inputs on our progress
      in the partnership over the last period. Though the Operations manager will
      communicates with Hercules on a regular basis, this is a formal channel of
      capturing Hercules’ assessment of the prior months (duration to be determined
      during the Transition Period) that gives the Parties a statistical barometer
      of
      change in performance perception across various aspects of their relationship.
      

     

     

    


     

     

    Features: 

     

     

    The
      VOC
      survey is a web based survey and is referred to as eVOC. The main features
      of
      the eVOC are enumerated as follows:

     

     

    
      	 	
              ·

            	
              It
                is a standard means to compare Hercules’ satisfaction levels across
                businesses / processes

            


    

     

     

    
      	 	
              ·

            	
              Proactive
                method of identifying potential concern
                areas

            


    

     

     

    
      	 	
              ·

            	
              Helps
                capture feedback from across the cross section of process
                owners

            


    

     

     

    · Portrays
      one comprehensive picture of the health parameters of the process from Hercules
      stand point  

     

     

    


     

     

    Methodology:

     

    The
      survey will be based on questions around the following:

    
      	 	
              ·

            	
              Operational
                Excellence

            


    

    
      	 	
              o

            	
              Measurement
                of Metric and Meeting the defined Operational
                Metric

            


    

    
      	 	
              o

            	
              Team’s
                understanding and responsiveness to Business
                Need

            


    

    
      	 	
              o

            	
              Consistency
                and Reliability of Performance

            


    

    
      	 	
              o

            	
              Proactive
                Problem Solving Approach

            


    

    
      	 	
              o

            	
              Specify
                Areas of Concerns and Changes
                Expected

            


    

    
      	 	
              ·

            	
              Effectiveness
                of People Management, 

            


    

    
      	 	
              o

            	
              Staffing
                -- Quality of New Recruits

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    
      	 	
              o

            	
              Hiring
                -- Span of Hiring New Resource

            


    

    
      	 	
              o

            	
              Training
                of New Resources -- Coming up the Learning
                curve

            


    

    
      	 	
              o

            	
              Knowledge
                Retention -- Check turnover with Knowledge
                Retention

            


    

    
      	 	
              o

            	
              Motivation
                Levels -- Spirit of the team

            


    

    
      	 	
              o

            	
              Attrition/Movement
                -- People Planning and Management

            


    

    
      	 	
              ·

            	
              Effectiveness
                of Communication

            


    

    
      	 	
              o

            	
              Conference
                Calls -- Clarity of Voice and
                thought

            


    

    
      	 	
              o

            	
              Resolution
                of Queries/ Issues-- promptness in communicating status of
                queries/requests

            


    

    
      	 	
              o

            	
              Update
                on Process Changes & Issue -- Keeping customer in the
                loop

            


    

    
      	 	
              o

            	
              Ease
                of Communication (Voice/Mail)--
                Frequency/mode

            


    

    
      	 	
              ·

            	
              Process
                Improvement and Productivity

            


    

    
      	 	
              o

            	
              Six
                Sigma Initiative & Lean -- Are the areas of improvement identified and
                executed

            


    

    
      	 	
              o

            	
              Improvements
                required in Metric -- Do metric reflect customer
                need

            


    

    
      	 	
              o

            	
              Productivity
                Benefits

            


    

    
      	 	
              ·

            	
              Overall
                Satisfaction and Willingness to recommend.


            


    

    
      	 	
              o

            	
              Suggestions
                to improve

            


    

    
      	 	
              o

            	
              Technology
                & Telecom

            


    

    


    


    There
      are
      7 questions, each with a comment box and a rating scale of 1 to 10 (1-6 are
      detractors, 7-8 passive and 9,10 are promoters). Once the applicable Hercules
      representative has taken the survey, Supplier and Hercules will discuss the
      rating, where Supplier provides suggestions to improve the various aspects
      of
      Service delivery. This has been elaborated in the flowchart below:

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    MISSING
      GRAPHIC

    


    


    


    


    


    Once
      the
      recommended actions are agreed upon, they are tracked with timelines and closure
      on the VOC tool. Action items will be closed only after completion and
      discussion with Hercules, as shown below.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

      

    


    MISSING
      GRAPHIC

    


    


    The
      Supplier is committed to continuously improving our ability to meet or exceed
      Hercules’s expectations of quality in the Services and products we
      provide.

    


    Any
      satisfaction deficiencies will be addressed by a combination of the following
      methods:

     

     

    
      	 	
              ·

            	
              Supplier
                governance model ensures engagement, transparency, and control during
                the
                transition and through steady state operations. It will also ensure
                compliance, controllership, benchmarking and delivery on Service
                Levels.
                Any satisfaction deficiencies will be addressed by mutual
                discussion.

            


    

     

    


     

    
      	 	
              ·

            	
              Supplier
                has a well-structured Quality Organization that will work closely
                in
                tandem with Hercules’ Operations Teams. Root-Cause Analysis will be done
                for any performance deficiencies and a detailed time bound action
                plan
                will be drawn. There will be continuous monitoring of the performance
                until the issue is resolved.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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.  

     

    
      	
              25.0

            	
              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 (ii)
      business and other reports (e.g., reports in the SAP Software) as part of the
      Services.

     

    
      	
              26.0

            	
              Reports

            


    

     

    Supplier’s
      responsibilities include:

     

    
      	 	
              4.

            	
              Providing
                Hercules all reports provided by or for Hercules during the twelve
                (12)
                month period immediately prior to the Effective
                Date.

            


    

     

     

    
      	 	
              42.

            	
              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.

            


    

     

     

    
      	 	
              43.

            	
              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 and other
                Reports

            


    

     

    

      

        
          	
                  Functional
                    Service Area

                	
                  Report
                    Name

                	
                  Description

                	
                  Frequency

                	
                  Recipient

                	
                  Media*

                
	
                  ADM

                	
                  Delivery
                    Status Report

                	
                  Request
                    status, On-hold Request status, Risk List

                	
                  Weekly

                	
                  Hercules
                    Delivery Manager

                	
                  E
                    Mail

                
	
                  Issue
                    Log Report

                	
                  Issue
                    details, Ageing status, Resolution details

                	
                  Weekly

                	
                  Hercules
                    Delivery Manager

                	
                  E
                    Mail

                
	
                  Performance
                    Status Report

                	
                  Effort
                    Variance, Time Variance, Forecasting Accuracy, Service Level
                    Calculation

                	
                  Monthly

                	
                  Program
                    Manager

                  Delivery
                    Manager

                	
                  E
                    Mail

                
	
                  Progress
                    Report

                	
                  Status
                    of projects and enhancements

                	
                  Weekly

                	
                  Hercules
                    Delivery Manager

                	
                  E
                    Mail

                
	
                  SAP
                    Tech.Upgrade

                	
                  Delivery
                    Status Report

                	
                  Weekly
                    status, on-hold request (Custom Development, Configuration, Testing,
                    Data,
                    Learning & Training)

                	
                  Weekly

                	
                  Respective
                    Service Leads or Project Manager

                	
                  E
                    Mail

                
	 	
                  Issue
                    Log

                	
                  Issue
                    details, Ageing, Resolution details

                	
                  Weekly

                	
                  Respective
                    Service Leads or Project Manager

                	
                  E
                    Mail

                
	
                  Executive
                    Dash Board

                	
                  Management
                    Planning & Tracking Report

                	
                  Monthly

                	
                  Program
                    Mgr

                	
                  E
                    Mail

                
	
                  Performance
                    Status Report

                	
                  Quality
                    Tracking, Schedule Adherence, Effort variance, SLO or SLA if
                    any

                	
                  Monthly

                	
                  Program
                    Mgr

                	
                  E
                    Mail

                
	
                  General
                    Accounting and Business Analysis

                	
                  Genpact
                    Monthly Review

                	
                  Dashboards
                    on India’s team performance

                	
                  Monthly

                	
                  Hercules
                    and Genpact leadership

                	
                  E
                    mail / Conference Call

                
	 	
                  Intercompany
                    Reconciliation Report

                	
                  Shows
                    interco differences at month-end prior to adjustments, then adjustments,
                    then interco differences after adjustments

                	
                  Monthly

                	
                  Consolidation
                    & Control

                	
                  Excel
                    file

                   

                
	 	
                  US
                    Statement of intercompany accounts

                	
                  Detail
                    of US receivables and payables due to/from non US

                  locations

                   

                   

                	
                  Monthly

                	
                  Foreign
                    financial accountants responsible for intercompany

                  accounting

                	
                  SAP
                    report downloaded to Excel

                
	 	
                  Foreign
                    intercompany difference report

                	
                  A
                    file for each non US location that shows the net intercompany
                    difference
                    between each entity and all other trading partners

                	
                  Monthly

                	
                  Foreign
                    financial accountants responsible for intercompany

                  accounting

                	
                  Excel
                    File

                
	 	
                  Misc.
                    Deferred Charge analysis

                	
                  Excel
                    report which details balances by SAP statistical order

                  for
                    accounts 1282910000 and 1282912100, for Corps 0106 and 0255.
                    Fluxes

                  current
                    period with previous period.

                	
                  Monthly
                    on the 4th workday

                	 	
                  Excel

                
	 	
                  Post
                    Disposition Accruals & Related Monthly Activity

                	
                  Excel
                    report which details the balances by SAP statistical

                  order
                    for multiple accounts for the month. Currently just for Corp
                    0106.

                	
                  Monthly
                    on the 4th workday

                	 	
                  Excel

                
	
                  AP               

                	
                  Turn
                    Around Time

                	
                  Metric
                    will represent the TAT agreed per the SLA   
                    

                	
                   Monthly

                	
                  Hercules AP
                    Process owner    

                	
                  EMail         

                
	
                  Accuracy
                    

                	
                  Metric
                    will represent accuracy of transactions agreed per the SLA

                	
                  Monthly

                	
                  Hercules AP
                    Process owner    

                	
                  E
                    Mail

                
	
                  Debit
                    Balance

                	
                  Report
                    for Debit Balances with aging

                	
                  Monthly

                	
                  Hercules AP
                    Process owner    

                	
                  E
                    Mail

                
	
                  GR/IR

                	
                  Report
                    for GR/IR with aging

                	
                  Monthly

                	
                  Hercules AP
                    Process owner    

                	
                  E
                    Mail

                
	
                  First
                    Pass Yield / Hit Rate 

                	
                  Metric
                    on invoices processed for payment in the 1st instance without
                    any
                    query

                	
                  Monthly

                	
                  Hercules AP
                    Process owner    

                	
                  E
                    Mail

                
	
                  Service
                    Desk

                	
                  Metric
                    will represent service desk data

                	
                  Monthly

                	
                  Hercules AP
                    Process owner   

                	
                  E
                    Mail

                
	
                  OTI

                	
                  Call
                    Volume

                	
                  Inbound
                    call volumes per interval of 15 min

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Fax,
                    email order entry volumes

                	
                  Inbound
                    volumes per day

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Average
                    speed of answer

                	
                  Average
                    time a call is being picked up from the time it hits the PBX
                    in
                    Romania

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Abandoned
                    calls %-age

                	
                  %-age
                    of calls which are disconnected before being picked up by an
                    agent
                    

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Incoming
                    orders before cut off time

                	
                  Incoming
                    orders before a certain time in the day for which you would still
                    expect
                    treatment in the same day

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Incoming
                    orders after cut off time

                	
                  Incoming
                    orders after a certain time in the day for which you would expect
                    treatment on the next day

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  %
                    of orders processed same day

                	
                  %-age
                    of orders coming in which are processed same day

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessable by Hercules
                    

                
	
                  %
                    of orders processed in 24 hours

                	
                  All
                    orders received and processed within the same day

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Av
                    Order processing TAT

                	
                  Av
                    cycle time between receiving the Order and complete entry in
                    system

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Accuracy
                    (X opportunities per order line items) 

                	
                  Different
                    opportunities per order and per line items to be picked on a
                    random sample
                    and % of defects shown on the overall # opportunities

                	
                  weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  Credit/Debit
                    Memo report

                	
                  Report
                    that lists all credit and debit memos and the reason for their
                    creation

                	
                  Weekly
                    reporting

                	
                  Hercules
                    Process owners

                  Hercules
                    BPO project team

                  Genpact
                    Operational management team

                	
                  Dashboard
                    links to an intranet web page at Genpact accessible by Hercules
                    

                
	
                  ITC
                    

                	
                  Cash
                    Report

                	
                   

                	
                  Weekly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Shortage
                    Report

                	
                  Report
                    of the short payments

                	
                  Weekly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Evaluation
                    of Customer Credit Limits

                	
                  This
                    provides the list of customers whose credit limit is
                    evaluated

                	
                  Weekly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  A/R
                    Snapshot

                	
                  Summary
                    of A/R metrics

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  A/R
                    Analysis

                	
                  Analysis
                    of the A/R metrics for forecasting and evaluation

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Bad
                    Debt

                	
                  List
                    of invoices / customers / amount that have been identified as
                    bad
                    debt

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Global
                    A/R

                	
                   

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Global
                    GE Report

                	
                   

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Aging
                    LOC Term 1 

                	
                   

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Aging
                    by Rep Code

                	
                  This
                    gives a portfolio ageing (bucket wise) broken by collector

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  NCCA
                    data export

                	
                   

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Preliminary
                    Bad Debt Report

                	
                  Proposal
                    of amounts to be written off as bad debt

                	
                  Monthly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Credit
                    Control Limit 1

                	
                  Break
                    up of credit control limit by customer

                	
                  Quarterly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  Aging
                    COM term 1

                	
                   

                	
                  Quarterly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                  A/R
                    Credit Balance 1 

                	
                  List
                    of customers with a credit balance and amounts

                	
                  Quarterly

                	
                  Hercules
                    ITC Process Pwner

                	
                  E
                    Mail

                
	
                   

                   

                   

                   

                  Master
                    Requisitions

                	
                  Requisition
                    to PO TAT

                	
                  %
                    of approved requisitions converted and issued to the supplier
                    within x
                    hours of receipt

                	
                  Weekly

                	
                  Buyer

                	
                  E-Mail

                
	
                  PO
                    Creation Accuracy

                	
                  %
                    accuracy of the PO’s created

                	
                  Monthly

                	
                  Buyer/
                    Sourcing leader

                	
                  E-Mail

                
	
                  PO
                    Amendment TAT

                	
                  %
                    of amendment requests processed within X hours of receiving the
                    same

                	
                  Monthly

                	
                  Buyer/
                    Sourcing leader

                	
                  E-Mail

                
	
                  Open
                    PO Report

                	
                  Status/
                    Trend of all open PO’s created by the resource

                	
                  Weekly

                	
                  Buyer

                	
                  E-Mail

                
	
                  PO
                    Cycle time by business

                	
                  Trend
                    report on the PO lead times by business

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  Procurement
                    Master Data

                   

                   

                  *
                    All the weekly reports will be presented to the recipient in
                    MS-Excel and
                    monthly reports in MS-PowerPoint 

                	
                  TAT
                    on creation & maintenance of outline agreements

                	
                  %
                    of requests received and worked upon within x hours of
                    receipt

                	
                  Monthly

                	
                  Sourcing
                    Leader

                	
                  E-Mail

                
	
                  Accuracy
                    on creation & maintenance of outline agreements

                	
                  %
                    accuracy of the outline agreements created and maintained

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  TAT
                    on creation & maintenance of info records

                	
                  %
                    of requests received and worked upon within x hours of
                    receipt

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  Accuracy
                    on creation & maintenance of info records

                	
                  %
                    accuracy of the info records created and maintained

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  TAT
                    on creation & maintenance of supplier source lists

                	
                  %
                    of requests received and worked upon within x hours of
                    receipt

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  Accuracy
                    on creation & maintenance of supplier source lists

                	
                  %
                    accuracy of the source lists created and maintained

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	
                  TAT
                    on open PO’s updated as may be required based on revised Purchase Master
                    Data

                	
                  %
                    of open PO’s updated within x hours of receipt

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                
	 	
                  Accuracy
                    on open PO’s updated as may be required based on revised Purchase Master
                    Data

                	
                  %
                    of open PO’s updated based on

                  revised
                    purchase master data

                	
                  Monthly

                	
                  Sourcing
                    leader

                	
                  E-Mail

                


        

      

    

     

    
      	 	
              ·

            	
              Other
                agreed media or technology (e.g., a network drive accessible 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.

      

    


    


    


     

    


     

    


    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. 

     

    Software:

    


    -
      Savvion
      Licences - licenses for the workflow

    


    -
      Rightfax Licences - for the fax server

    


    


    Services:

    


    -
       Runway
      International Services - whose services Suppler would utilize for Nordic
      language dependent process activities

    


    -
       Toll
      free
      / local numbers requested by Supplier from any telecom service provider in
      the
      case of re-routing of faxes / calls 

     

    -
       The
      Xerox
      European scanning contract

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 information marked by Supplier 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. 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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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. 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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 [Name
                of Supplier],
                a [___] corporation
                having a principal place of business in [____] entered into the Master
                Professional Services Agreement dated as of January 15, 2007 (the
                “Master
                Agreement”).
                The Master Agreement is attached hereto as Exhibit
                A.

            


    

    


    
      	
              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 [_______], 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] listed
                in Attachment __, 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].

            


    

    


    
      	
              5.

            	
              Supplier
                Charges.

            


    

    


    
      	 	
              (a)

            	
              Supplier
                Charges.
                The Charges for the Services to be provided by Supplier under this
                Companion Agreement are set forth in Schedule
                J
                to
                the Master Agreement. 

            


    

    


    
      	 	
              (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. 

            


    

    


    
      	
              6.

            	
              Additional
                Provisions.
                

            


    

    


    (a) The
      Parties acknowledge that in certain jurisdictions local applicable Employment
      laws may apply

    to
      this
      Companion Agreement or the arrangements contemplated hereunder. The Parties
      further acknowledge that, as a consequence thereof, they have agreed to address
      the impact of such laws in accordance with the applicable provision of a
      [Specific Country EUARD Agreement in a mutually agreed upon format]

    
      	 	
              (b)

            	
              The
                Parties agree, save as may otherwise be agreed in the [Specific Country
                EUARD Agreement], 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 including the Acquired Rights Directive in those countries
                where
                it is applicable;

            


    

    


    
      	 	
              (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.

            


    

    


    


    (c)
      Supplier shall, save as may otherwise be agreed in the [Specific Country EUARD
      Agreement]:

    
      	 	
              (i)

            	
              in
                addition to Article 17, 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
                (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 by Supplier or termination of the employment
                of
                any EU Supplier Personnel by Supplier;


            


    

     

    
      	 	
              b.

            	
              any
                claim by a recognized trade union, works council, staff association
                or
                other representative, person or body in respect of EU 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.

      

    


    
      	 	
              c.

            	
              upon
                expiration or termination of the Master Agreement, this Companion
                Agreement or any part of the Services 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 [to include];
                

            


    

     

    


    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.


     

    
      	 	
              (d)

            	
              Hercules
                shall, save as may otherwise be agreed in the [Specific Country EUARD
                Agreement], 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 (for
                the
                avoidance of doubt an act or omission in this regard shall not include
                the
                non employment or dismissal by Supplier of EU Hercules Personnel)
                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 and/or, the employment of the
                EU
                Hercules Personnel arising from the arrangements anticipated by this
                Companion Agreement, Master Agreement or any Associated Agreement
                up to
                the date of that termination of employment by
                Hercules.

            


    

    


    
      	
              7.

            	
              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.

            


    

    


    
      	
              8.

            	
              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. 

            


    

    


    
      	
              9.

            	
              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 Agreement irrevocably
                appoint the companies below as their agents for service of process
                and
                receipt of such notice 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.

      

    


    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:

     

    


    
      	
              10.

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

            


    

    


    
      	
              11.
                

            	
              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.

            


    

    


    
      	
              12.

            	
              Language.
                The Parties have requested that this Companion Agreement and all
                documents
                contemplated hereby 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.

            


    

    


    
      	
              13

            	
              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).

            


    

    


    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: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        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

     

    


     

    Exhibit
      4

     

    


     

    Parent
      Guaranty


    
      
        
           

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        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.

        
          


        

      

    



     

    PARENT
      GUARANTY

    PARENT
      GUARANTY
      (this
“Guaranty”) dated as of January 15, 2007 from Genpact
      Global Holdings SICAR S.à r.l., a Luxembourg investment company in risk capital
      in the form of a private limited liability company (société
      d'investissement en capital à risque sous forme de société à responsabilité
limitée),
      with
      its registered office at 65, boulevard Grande-Duchesse Charlotte, L-1331
      Luxembourg, registered with the Luxembourg Trade and Companies Register under
      the number B 104 548,
      in
      favor of Hercules Incorporated (“Hercules”),
      a
      Delaware corporation having offices at 1313 North Market Street, Wilmington,
      DE
      19894. 

    


    WHEREAS

     

     

    
      	 	
              (G)

            	
              Hercules
                is willing to enter into a Master Professional Services Agreement
                (and to
                cause various Hercules Affiliates to enter into country-specific
                Companion
                Agreements) for certain finance, accounting, customer service, IT
                infrastructure, application development and maintenance and other
                business
                process and information technology services (the Master Professional
                Services Agreement, the Schedules, Exhibits and Attachments appended
                thereto and the Companion Agreements executed thereunder are hereinafter
                referred to collectively as the “Services
                Agreement”),
                with Genpact International, a Luxembourg private limited liability
                company
                (société
                à responsabilité limitée),
                acting through its Hungarian Branch, having a principal place of
                business
                in Duna Plaza Offices, 4th Floor, H-1138, Budapest Vaci ut 178
                ("Supplier").
                For the avoidance of doubt, the Parties acknowledge and agree that
                the
                Master Professional Services Agreement and all country-specific Companion
                Agreements will be executed by Genpact
                International.

            


    

     

    
      	 	
              (H)

            	
              Supplier
                will be providing the above-described services to Hercules and designated
                Eligible Recipients (as defined in the Services Agreement) under
                the terms
                and conditions set forth in the Services Agreement.
                

            


    

     

    
      	 	
              (I)

            	
              The
                Services Agreement provides for possible payments and indemnifications
                by
                Supplier in favor of Hercules and the Eligible Recipients and for
                the
                possible recovery of Losses (as that term is defined in the Services
                Agreement) from Supplier by Hercules and the Eligible Recipients
                (collectively "Supplier
                Financial Obligations").

            


    

     

    
      	 	
              (J)

            	
              Supplier
                is a wholly owned subsidiary of
                Guarantor.

            


    

     

    
      	 	
              (K)

            	
              In
                furtherance of Hercules' requirements under and in connection with
                the
                Services Agreement and in accordance with a request made by Supplier,
                Guarantor has agreed to enter into this guaranty, upon the following
                terms
                and conditions (hereinafter the Guaranty).

            


    

     

    
      	 	
              (L)

            	
              The
                execution and delivery of this Guaranty by Guarantor is a material
                inducement to Hercules to enter into the Services
                Agreement.

            


    

    


    NOW
      THEREFORE,
      in
      exchange for good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged, Guarantor agrees with Hercules as
      follows:

     

    1.
      Guarantor, unconditionally and irrevocably, guarantees that
      Supplier
      shall
      pay all amounts and satisfy other Supplier Financial Obligations in accordance
      with the provisions of the Services Agreement. This Guaranty is irrevocable,
      unconditional and absolute, and if for any reason any such payments or Supplier
      Financial Obligations are not paid or otherwise satisfied, as the case may
      be,
      by Supplier when due, then, Guarantor will pay or otherwise satisfy the same
      or
      cause the same promptly to be paid or satisfied. Guarantor and Hercules (the
      “Parties”)
      agree
      that all limitations of liability and exclusions of damages contemplated under
      the Services Agreement shall at all times apply to Guarantor’s obligations under
      this Agreement, and any amounts paid to Hercules by Supplier (or by any of
      its
      subsidiaries, affiliates or insurers) in the form of a settlement or award
      under
      the Services Agreement will be included in any calculation of damages or other
      amounts awarded or settled upon between Guarantor or Hercules for the purposes
      of determining maximum amounts awardable and other limitations of
      damages.

     

    For
      the
      avoidance of doubt, the Parties acknowledge and agree that this Guaranty extends
      to a failure to pay or satisfy
      Supplier Financial Obligations arising under any Companion Agreement, as well
      as
      to such a failure impacting an
      Eligible Recipient other than Hercules. Hercules is expressly authorized to
      make
      demands under this Guaranty, institute enforcement actions and obtain recoveries
      in such circumstances and on behalf of such Eligible Recipients. 

     

    For
      the
      avoidance of doubt, the Parties acknowledge and agree that Genpact International
      may assign the Master Professional Services Agreement and/or one or more
      Companion Agreements to another Affiliate of Guarantor in accordance with
      Section 21.1 of the Services Agreement and that, in certain circumstances,
      a
      Companion Agreement may, by mutual agreement, be executed by another Affiliate
      of Guarantor (e.g., where Genpact International is prohibited by law from
      executing the applicable Companion Agreement). It is expressly understood and
      agreed that, should this occur, this Guaranty shall extend to such other
      Affiliates of Guarantor and that, for purposes of this Guaranty, the definition
      of "Supplier" shall be deemed to include such other Affiliates of
      Guarantor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.
      Any
      and
      all payment or other demands made by Hercules under or in connection with this
      Guaranty shall be made in writing in accordance with Section 15 below (the
      "Demand").
      

     

    3.
      Subject to any defenses Supplier may have under the Services Agreement and
      any
      defenses Guarantor may have under this Guaranty, any and all payments claimed
      by
      Hercules under or in connection with this Guaranty shall be paid by Guarantor
      within ten (10) business days of receipt of the demand by Guarantor by wire
      transfer to the designated account of Hercules as specified to Guarantor in
      the
      Demand.

     

    4. For
      the
      avoidance of doubt, Hercules may make Demands on one or several occasions,
      provided that (i) the aggregate amount payable by Guarantor under this Guaranty
      shall not exceed the obligations undertaken by the Supplier under the Services
      Agreement, (ii) the Demand shall be subject to any applicable limitations of
      liability set forth in Section 18.3 of the Services Agreement, and (iii) there
      shall be no duplication of sums paid by Supplier under the Services Agreement
      and sums paid by Guarantor under this Guaranty.

     

    5. The
      obligations, covenants, agreements and duties of Guarantor under this Guaranty
      shall in no way be affected or impaired by reason of the happening from time
      to
      time of any of the following: (i) any permitted assignment or subcontracting
      of
      any of Supplier’s interests under the Services Agreement; or (ii) to the extent
      permitted by applicable law, the voluntary or involuntary liquidation,
      dissolution, or sale of all or substantially all of the assets, receivership,
      insolvency, bankruptcy, assignment for the benefit of creditors, reorganization
      of, or other similar proceeding affecting Guarantor or Supplier or any of their
      respective assets. Guarantor hereby expressly waives notice of nonpayment,
      nonperformance and any other notice rights.

     

    6.
       Notice
      of
      acceptance of this Guaranty and notice of any obligations or liabilities
      contracted or incurred by Supplier is hereby waived by Guarantor. The
      liabilities and obligations of Guarantor hereunder are primary and enforceable
      either simultaneously with, or after proceeding against Supplier.
      This
      Guaranty will remain in full force and effect as to any renewal, modification
      or
      extension of the Services Agreement, and will survive the termination or
      expiration of the Services Agreement.

     

    7. 
      This
      Guaranty shall terminate automatically on the later of (i) the date on which
      all
      of the obligations of Supplier under the Services Agreement have been satisfied,
      or (ii) the date on which no actions or claims may as a matter of law or
      contract be brought against Supplier under the Services Agreement. 

     

    8. Guarantor
      represents and warrants to Hercules that:

     

     

    
      	 	
              (f)

            	
              It
                is a company validly incorporated and existing under the laws of
                Luxembourg;

            


    

     

    
      	 	
              (g)

            	
              It
                has the power and the authority to grant this
                Guaranty;

            


    

     

    
      	 	
              (h)

            	
              All
                necessary corporate action to authorise its entry into and performance
                of
                the Guaranty have been taken;

            


    

     

    
      	 	
              (i)

            	
              Its
                entry into and performance of the Guaranty do not conflict with its
                constitutional documents or any material agreement to which it is
                a party
                or otherwise binding upon it; and

            


    

     

    
      	 	
              (j)

            	
              The
                obligations of Guarantor under or in connection with the Guaranty
                constitute its legal, valid and binding obligations and are enforceable
                against it in accordance with their terms.


            


    

    


    9.
      This
      Guaranty 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. Each Party irrevocably agrees
      that any legal action, suit or proceeding brought by it in any way arising
      out
      of this Guaranty 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.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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.

       

    

    10. This
      Guaranty may not be modified or amended except by a written agreement duly
      executed by Guarantor and Hercules. This Guaranty shall be binding upon, and
      inure to the benefit of, the Parties hereto and their respective successors
      and
      assigns.

     

    11. Terms
      defined in the Services Agreement shall have the same meaning in this Guaranty
      unless otherwise defined in this Guaranty or unless the context requires
      otherwise. 

     

    12. Neither
      Hercules nor Guarantor may transfer or otherwise assign in any manner all or
      part of its rights and obligations under this Guaranty without the prior written
      consent of the other Party hereto, such consent not to be unreasonably withheld
      or delayed. Notwithstanding the foregoing, Hercules may assign its rights and
      obligations under this Guaranty without such consent as and to the extent it
      assigns its rights and obligations under the Services Agreement in accordance
      with Section 21.1 of the Services Agreement

     

    13. In
      the
      event any provision of this Guaranty conflicts with the law under which this
      Guaranty 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 Guaranty 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. This
      Guaranty may be executed in any number of counterparts, which constitute
      together one and the same document.

     

    15.
      All
      notices and communications between the Parties shall be in writing, 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. Such notices and communications shall be
      delivered as follows:, unless and until different or additional addresses are
      substituted:

     

    In
      the
      case of Hercules:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      Chief Financial Officer

    


    With
      a
      copy to:

     

    Hercules
      Incorporated

    1313
      North Market Street

    Wilmington,
      DE 19894-0001

    Attention:
      General Counsel 

    


    and

    


    In
      the
      case of Supplier:

     

    Genpact
      Global Holdings

    Duna
      Plaza Offices, 4th Floor

    H-1138
      Budapest Vaci út 178

    Hungary

    Attention:
      Board of Managers

    Fax:
      +361-330-8910

     

    With
      a
      copy to:

    


    Genpact
      Global Holdings

    DLF
      City-Phase V

    Sector
      53, Gurgaon - 122002

    Haryana
      State, India

    Attention:
      General Counsel

    Facsimile:
      +91 124 402 2205

    


    16. 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, the Parties irrevocably appoint the company below as their agent,
      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 

    


    and

    


    In
      the
      case of Supplier:

     

    Genpact
      

    c/o
      National Corporate Research, Ltd.

    615
      South
      DuPont Highway

    Dover,
      DE19901

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      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, Guarantor and Hercules has caused this Guaranty to be executed
      as of the date first set forth above.

     

    GUARANTOR:
           HERCULES:

    


    Genpact
      Global Holdings SICAR
      S.à
r.l.  Hercules
      Incorporated

     

    By:
            By:
           

     

    Name:
            Name:
          

     

    Title:
            Title:
          

     

    Date:
            Date: