Unassociated Document


    

      “**
        Confidential Treatment Requested”

      Indicates
        portions of this document that have been deleted and have been separately
        filed
        with the Securities and Exchange Commission.

    

     

    
      

      

    

     

    MASTER
      SERVICES AGREEMENT

     

    by
      and between

     

    Eurobancshares,
      Inc., a Commonwealth of Puerto Rico Corporation

     

    and

     

    Telefonica
      USA, Inc., a Florida corporation authorized to do business in Puerto Rico,
      d/b/a


    Telefonica
      Empressas as of

     

    August
      6, 2007

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF SCHEDULES

     

    
      	
              Schedule
                3.7

            	
              Security
                Requirements

            
	 	 
	
              Schedule
                5.1

            	
              Account
                Governance

            
	 	 
	
              Schedule
                5.7

            	
              Subcontractors

            
	 	 
	
              Schedule
                5.8

            	
              Change
                Control Procedures

            
	 	 
	
              Schedule
                6.7

            	
              Benchmark
                Methodology

            
	 	 
	
              Schedule
                7.1

            	
              Affiliates

            
	 	 
	
              Schedule
                14.1

            	
              Insurance

            
	 	 
	
              Schedule
                15.6

            	
              Exit
                Rights

            
	 	 
	
              Schedule
                16.1

            	
              Dispute
                Resolution Procedure

            
	 	 
	
              Schedule
                17.1

            	
              Disaster
                Recovery Plan

            
	 	 
	
              Schedule
                18.1

            	
              Affected
                Employees Provisions

            


    

    


    
      
        
        

      

      
        (i)

        
          

        

      

      
        
        

      

    


    MASTER
      SERVICES AGREEMENT

     

    This
      MASTER SERVICES AGREEMENT (this “Agreement”)
      is
      entered into as of August
      6, 2007 (the “Effective
      Date”),
      by
      and between Eurobancshares, Inc., a Commonwealth of Puerto Rico corporation
      (collectively, “Company”),
      and
      Telefonica USA, Inc., a Florida corporation authorized to do business in Puerto
      Rico, d/b/a Telefonica Empressas (“Service
      Provider”).
      Terms
      used in this Agreement are either defined in the context in which they are
      used
      or in Article XX hereto.

     

    In
      consideration of the mutual covenants and agreements contained in this Agreement,
      and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
hereby
      acknowledged,
      Company
      and
      Service
      Provider agree
      as
      follows:

     

    ARTICLE
      I

    TERM
      AND RENEWAL

     

    
      	
              1.1.

            	
              Term
                and Renewal.
                The term of this Agreement (the “Agreement
                Term”)
                will commence on the Effective Date, and shall continue for the longer
                of
                five (5) years or so long as any Statement of Work (each a “SOW”)
                hereunder is in effect. The term of a SOW for In-Scope Services under
                this
                Agreement (the “SOW
                Term”)
                will be for the period set forth therein. 

            


    

     

    ARTICLE
      II

    TRANSITION

     

    
      	
              2.1.

            	
              Service
                Commencement. As
                of the applicable SOW Effective Date, and following completion of
                the
                Transition in accordance with this Article II, Service Provider shall
                assume operational responsibility for, and commence providing, the
                In-Scope Services covered by such SOW.


            


    

     

    
      	
              2.2.

            	
              Transition
                Services.
                Commencing on the SOW Effective Date of the applicable SOW and during
                the
                term of the Transition Period for such SOW, Service Provider will
                perform
                the services (the “Transition
                Services”)
                set forth in the
                written transition plan for a SOW, which plan shall be attached as
                a
                Schedule to such SOW (the “Transition
                Plan”),
                in
                order to facilitate the transition of operational responsibilities
                (the
                “Transition”). The
                Transition Plan shall constitute part of the applicable SOW. Each
                Transition Plan shall include a description of the applicable Transition
                Services, each party’s responsibilities with respect to the Transition
                Services, the applicable Service Charges, and the applicable term
                for such
                Transition Services. If applicable, each Transition Plan shall also
                address the transition of the Services from Company Facilities (as
                defined
                in Section 3.9) to Service Provider facilities.


            


    

     

    
      	
              2.3

            	
              Company’s
                failure to perform a duty,
                obligation or responsibility expressly set forth in this Agreement
                or a
                SOW related to the Transition Services (a “Responsibility”) will
                excuse Service
                Provider’s obligation to perform its corresponding obligations under this
                Agreement
                or
                a SOW only if Service
                Provider provides
                Notice to Company of such failure and demonstrates that: (i)
                Company’s
                failure was the direct cause of Service
                Provider’s inability to perform; and (ii)
                Service
                Provider could
                not have continued performance by using reasonable methods, activities
                and
                procedures that are different than those procedures set forth in
                the
                applicable SOW. In the event of (i)
                and
                (ii),
                Service
                Provider will
                be excused from performance of the Services impacted by Company’s failure
                to perform only to the extent that, and for so long as, Company’s
                failure to perform its Responsibilities
                prevents
                Service
                Provider’s performance, and provided that Service
                Provider takes
                reasonable steps to mitigate the effects of Company’s
                failure to perform. Notwithstanding anything to the contrary in this
                Section 2.3, Company acknowledges that Service Provider shall not
                be
                required to incur any additional costs, including without limitation,
                third party costs, or commit Company to incur third party costs,
                in order
                to satisfy its obligations in either of the foregoing two (2)
                sentences.

            


    

     

    
      
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    ARTICLE
      III

    SERVICES

     

    
      	
              3.1.

            	
              In-Scope
                Services.
                Commencing on the applicable SOW Effective Date and during the remainder
                of the SOW Term, Service Provider shall provide to Company, and Company
                shall obtain from Service Provider, the services set forth from time
                to
                time on the SOW(s) under this Agreement (the “In-Scope
                Services”).
                Each SOW shall include a description of the applicable In-Scope Services,
                the Service Level Agreement applicable to the performance of such
                In-Scope
                Services, each party’s responsibilities with respect to the In-Scope
                Services, the Charges Schedule applicable to such In-Scope Services
                and
                other terms specific to such In-Scope Services. Except
                as set forth on the Charges Schedule to a SOW, none of the In-Scope
                Services will be subject to minimum
                commitments.

            


    

     

    
      	
              3.2.

            	
              Company
                Contractors
                and Alternative Sourcing.
                If Company
                contracts
                with a Third
                Party to
                perform any services or provide any functionality that in any way
                impact
                or
                are
                impacted by the In-Scope
                Services,
                Service
                Provider will
                cooperate in good faith with Company
                and
                any such Third
                Party
                to
                the extent reasonably requested by Company.
                

            


    

     

    
      	
              3.3.

            	
              Inherent
                Services.
                If any services, functions or
                responsibilities
                not specifically described in this Agreement
                or
                a
                SOW are
                required for the proper performance and provision of the Services
                as
                carried out by Company prior to each SOW Effective Date, or
                are
                an inherent part of or
                necessary
                sub-task included within the Services,
                they will be deemed to be implied by and included within the scope
                of the
                Services
                to
                the same extent and in the same manner as if specifically described
                in
                a
                SOW
                (“Inherent
                Services”).
                Unless otherwise expressly provided in this Agreement,
                Service
                Provider will
                furnish all necessary management, supervision, labor, facilities,
                furniture, computer and telecommunications equipment, software, supplies
                and materials necessary to provide the Services.
                

            


    

     

    
      	
              3.4.

            	
              Compliance
                with Company Policies.
                In providing Services to Company, and without limiting or modifying
                in any
                respect the Service Provider’s Service obligations (including pursuant to
                the Service Level Agreement), Service Provider shall comply, and
                shall
                cause each of its employees and subcontractors to comply at all times,
                with Company corporate policies that are of general application to
                Company
                contractors that have been communicated to Service Provider in writing
                or
                that Service Provider has otherwise agreed to comply
                with.

            


    

     

    
      	
              3.5.

            	
              Regulatory
                Compliance.

            


    

     

    
      	 	
              (a)

            	
              Company
                will obtain and maintain all Governmental Approvals applicable to
                Company
                in the conduct of its businesses and will identify, interpret and
                comply,
                and cause its employees, agents and subcontractors (other than Service
                Provider), to comply, in all material respects with the Laws applicable
                to
                Company’s business and operations reasonably related to Company’s receipt
                and use of the Services (the “Company
                Regulatory Requirements”).
                Company Regulatory Requirements also include any guidance, bulletins,
                white papers, pronouncements, reports or similar communications issued
                by
                any Governmental Authority or applicable self-regulatory or industry
                body,
                whether or not such items or materials have the force of Law, to
                the
                extent determined by Company in its
                discretion.

            


    

     

    
      
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              (b)

            	
              As
                part of the In-Scope Services, Service Provider will obtain and maintain
                all Governmental Approvals applicable to Service Provider in the
                conduct
                of its business and identify, interpret and comply, and cause its
                employees, agents and subcontractors to comply, in all material respects
                with all Laws applicable to Service Provider’s provision of the Services,
                including all Laws affecting Service Provider’s performance under this
                Agreement or relating to Service Provider’s employment of its employees,
                its qualifications and ability to do business and to provide the
                Services
                contracted for herein, and its operation of owned and leased facilities.
                The obligations set forth in this paragraph (b) are collectively,
                the
                “Service
                Provider Regulatory Requirements.”

            


    

     

    
      	 	
              (c)

            	
              In
                addition Service Provider will, and will cause its employees, agents
                and
                subcontractors to: (i) provide all assistance reasonably related
                to the
                In-Scope Services necessary to enable Company to comply with the
                Company
                Regulatory Requirements; and (ii) comply with all Company Regulatory
                Requirements reasonably relating to the provision or receipt of the
                In-Scope Services
                of
                which Company has made Service Provider aware. The obligations set
                forth
                in this paragraph (c) are collectively, “Compliance
                Assistance”)
                and shall be further subject to Section 3.6
                hereof.

            


    

     

    
      	 	
              (d)

            	
              In
                addition, Company will, and will cause its employees, agents and
                subcontractors (other than Service Provider) to: (i) notwithstanding
                anything to the contrary set forth herein or in any SOW, upon Company’s
                request, provide all assistance reasonably related to the In-Scope
                Services necessary to enable Service Provider to comply with the
                Service
                Provider Regulatory Requirements; and (ii) comply with all Service
                Provider Regulatory Requirements reasonably relating to the provision
                or
                receipt of the In-Scope Services, provided that (a) Company has been
                given
                Notice regarding the Service Provider Regulator Requirements, and
                (b) the
                obligations of Company set forth in this Section 3.5(d) do not cause
                a
                disruption to Company’s business or
                operations.

            


    

     

    
      	 	
              (e)

            	
              If
                either party receives an official charge of non-compliance from a
                Governmental Authority with respect to the performance of either
                party’s
                obligations under this Agreement, the party receiving such Notice
                will
                promptly notify the other party of such charge in writing. Service
                Provider shall be responsible for any fines and penalties imposed
                on
                Service Provider or Company arising from any failure by Service Provider,
                its affiliates, agents or subcontractors to comply with the Service
                Provider Regulatory Requirements or with any Company Regulatory
                Requirements for which Service Provider has responsibility pursuant
                to
                Section 3.5, except to the extent that such noncompliance was caused
                by an
                act, omission or breach of this Agreement by Company, its affiliates,
                agents or subcontractors. Company shall be responsible for any fines
                and
                penalties imposed on Service Provider or Company arising from any
                failure
                by Company or its agents or subcontractors to comply with the Company
                Regulatory Requirements (except to the extent outsourced to Service
                Provider pursuant to Section 3.5(c)), except to the extent that such
                noncompliance was caused by an act, omission or breach of this Agreement
                by Service Provider, its affiliates, agents or
                subcontractors.

            


    

     

    
      	
              3.6.

            	
              Required
                Changes to In-Scope Services.
                Service Provider will modify its provision of the In-Scope Services
                if
                necessary to (i) comply with changes in the Service Provider Regulatory
                Requirements, Company Regulatory Requirements (as communicated by
                Company
                to Service Provider in writing), or any other applicable Laws, or
                (ii)
                provide the Compliance Assistance. Where any change in Law or any
                Service
                Provider Regulatory Requirement or Company Regulatory Requirement,
                or the
                provision of Compliance Assistance, requires a change in the In-Scope
                Services, (A) Service
                Provider will be financially responsible for modifications to the
                In-Scope
                Services it is required to make resulting from changes in Service
                Provider
                Regulatory Requirements
                and shall not impose any additional Service Charges on Company for
                such
                changes; and (B) Company shall be responsible for additional Service
                Charges associated with (I) Service Provider’s modifications
                to the In-Scope Services it is required to make resulting from changes
                in
                Company
                Regulatory Requirements,
                provided, however if a change in Company Regulatory Requirements
                affects
                other Service Provider customers, then Service Provider will use
                reasonable efforts to spread that cost of modifications to its performance
                of services across its affected customers and Company will pay only
                its
                pro rata share associated with such modifications, and (II) the provision
                of Compliance Assistance.
                Notwithstanding anything to the contrary in the foregoing sentence,
                Company acknowledges that certain cost sharing activities as referenced
                in
                the preceding sentence may not be achieved without the cooperation
                of
                other Service Provider customers, over which Service Provider has
                no
                control. The parties shall use the Change Control Procedures to document
                any and all Changes to the In-Scope Services resulting from any Changes
                described in this Section or from any other Changes required pursuant
                to
                any other Laws. Service Provider expressly acknowledges and agrees
                that
                any Changes that are required by changes in Laws are mandatory and
                Service
                Provider has no discretion whether or not to accept the Change, provided
                that Company agrees to pay any applicable additional Service Charges
                in
                accordance with this Section associated with implementing such
                Change.

            


    

     

    
      
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              3.7.

            	
              Security
                Requirements.

            


    

     

    
      	 	
              (a)

            	
              Safeguards.
                Service Provider shall establish an information security program
                with
                respect to Company Data and Confidential Information (both of which
                are
                defined below) which: (i) ensures the security and confidentiality
                of such
                materials and information; (ii) protects against any anticipated
                threats
                or hazards to the security or integrity of such materials and information,
                and (iii) protects against any unauthorized use of or access to such
                materials and information, including access or use that could result
                in
                substantial harm or inconvenience to any of Company’s customers,
                consumers, or employees. Service Provider shall also establish and
                maintain network and internet security procedures, protocols, security
                gateways and firewalls with respect to such materials and information.
                All
                of the foregoing shall be in accordance with the attached Schedule
                3.7,
                no less rigorous than those safeguards and procedures maintained
                by
                Company prior to the Effective Date which have been communicated
                by
                Company to Service Provider in writing and those maintained by Service
                Provider for its own data and information of a similar nature.
                

            


    

     

    
      	 	
              (b)

            	
              Physical
                Security.
                Service Provider will maintain and enforce at any site from which
                In-Scope
                Services are rendered safety and security procedures that are in
                accordance with the attached Schedule
                3.7
                and the most rigorous industry standards and at least as rigorous
                as those
                procedures in effect at sites from which Company provided such services
                as
                of the Effective Date and which procedures have been communicated
                by
                Company to Service Provider in writing. In addition, Service Provider
                will
                comply with all reasonable requirements of Company with respect to
                security at such sites.

            


    

     

    
      	 	
              (c)

            	
              Security
                Assessment.
                Without limiting the generality of the foregoing, Service Provider’s
                information security policies shall provide for (i) regular assessment
                and
                re-assessment of the risks to the security of Company Data and systems
                acquired or maintained by Service Provider and its agents and contractors
                in connection with rendering the In-Scope Services, including (a)
                identification of internal and external threats that could result
                in a
                Security Breach (as defined below), (b) assessment of the likelihood
                and
                potential damage of such threats, taking into account the sensitivity
                of
                such data and systems, and (c) assessment of the sufficiency of policies,
                procedures, and information systems of Service Provider and its agents
                and
                subcontractors, and other arrangements in place, to control risks;
                and
                (ii) protection against such risks.


            


    

     

    
      
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              (d)

            	
              Security
                Breach.
                “Security
                Breach”
                means (A) any circumstance pursuant to which applicable Law requires
                notification of such breach to be given to affected parties or other
                activity in response to such circumstance; or (B) any actual, attempted,
                suspected, threatened, or reasonably foreseeable circumstance that
                compromises, or could reasonably be expected to compromise, either
                Physical Security or Systems Security (as such terms are defined
                below) in
                a fashion that either does or could reasonably be expected to permit
                unauthorized Processing, use, disclosure or acquisition of or access
                to
                any Company Data or Confidential Information. “Physical
                Security”
                means physical security at any site or other location housing systems
                maintained by Service Provider or its agents or subcontractors in
                connection with the In-Scope Services. “Systems
                Security”
                means security of computer, electronic or telecommunications systems
                of
                any variety (including data bases, hardware, software, storage, switching
                and interconnection devices and mechanisms), and networks of which
                such
                systems are a part or communicate with, used directly or indirectly
                by
                Service Provider or its agents or subcontractors in connection with
                the
                In-Scope Services. “Processing”
                means any operation or set of operations performed upon Company Data
                or
                Confidential Information, whether or not by automatic means, such
                as
                creating, collecting, procuring, obtaining, accessing, recording,
                organizing, storing, adapting, altering, retrieving, consulting,
                using,
                disclosing or destroying. 

            


    

     

    
      	 	
              (e)

            	
              Breach
                Notification.
                In the event Service Provider becomes aware of any Security Breach,
                Service Provider shall, (i) immediately notify Company’s Chief Compliance
                Officer of such Security Breach and perform a root cause analysis
                thereon,
                (ii) investigate such Security Breach, (iii) provide a remediation
                plan,
                acceptable to Company, to address the Security Breach and prevent
                any
                further incidents, (iv) conduct a forensic investigation to determine
                what
                systems, data and information have been affected by such event; and
                (v)
                cooperate with Company, any law enforcement or regulatory officials,
                credit reporting companies, and credit card associations investigating
                such Security Breach. Subsequent to the initial response to any Security
                Breach as set forth above, the parties shall cooperate in good faith
                to
                determine financial responsibility for such event, as follows. If
                the
                Security Breach is a result of an act or omission of Service Provider
                other than in accordance with the terms of this Agreement, including
                the
                applicable SOW, such corrective actions shall be provided by Service
                Provider at its own expense. If the Security Breach does not result
                from
                an act or omission of Provider other than in accordance with the
                terms of
                this Agreement, including the applicable SOW, such corrective actions
                shall be provided pursuant to the Change Control Procedures. Without
                limiting the foregoing, Company shall make the final decision on
                notifying
                Company’s customers, employees, service providers and/or the general
                public of such Security Breach, and the implementation of the remediation
                plan. If a notification to a customer is required under any Law or
                pursuant to any of Company’s privacy or security policies, then
                notifications to all customers who are affected by the same event
                (as
                reasonably determined by Company) shall be considered legally required.
                Any changes to the Services necessary as a result of such Security
                Breach
                which constitute Additional Services (as defined in the Charges Schedule)
                shall be subject to the Change Control
                Procedures.

            


    

     

    
      
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              (f)

            	
              Notification
                Related Costs.
                In addition to any other obligations or liabilities of Service Provider
                in
                connection therewith, if the Security Breach is a result of an act
                or
                omission of Provider other than in accordance with the terms of this
                Agreement, including the applicable SOW, Service Provider shall reimburse
                Company for all reasonable out of pocket Notification Related Costs
                incurred by Company arising out of or in connection with any such
                Security
                Breach resulting in a requirement for legally required notifications
                (as
                determined in accordance with the previous sentence). “Notification
                Related Costs”
                shall include Company’s external costs associated with addressing and
                responding to the Security Breach, including but not limited to:
                (i)
                preparation and mailing or other transmission of legally required
                notifications; (ii) preparation and mailing or other transmission
                of such
                other communications to customers, agents or others as Company deems
                reasonably appropriate; (iii) establishment of a call center or other
                communications procedures in response to such Security Breach (e.g.,
                customer service FAQs, talking points and training); (iv) public
                relations
                and other similar crisis management services; (v) legal and accounting
                fees and expenses associated with Company’s investigation of and response
                to such event; and (vi) costs for commercially reasonable credit
                reporting
                services that are associated with legally required notifications
                or are
                advisable under the circumstances.
                In
                the event that the parties disagree as to the cause of any Security
                Breach, such disagreement shall be resolved through the Dispute Resolution
                Procedures. 

            


    

     

    
      	 	
              (g)

            	
              Intrusion
                Detection/Interception.
                Service Provider will provide Company and its representatives with
                access,
                upon reasonable advance notice and during normal business hours,
                to
                Service Provider’s test results, systems, policies and procedures relating
                to intrusion detection and interception with respect to the Service
                Provider systems used to provide the Services for the purpose of
                examining
                and assessing, or having examined and assessed, those test results,
                systems, policies and procedures. Service Provider will also permit
                Company and its representatives the ability to conduct internal and
                external intrusion detection, interception testing and other assessment
                and examination of Service Provider’s systems as reasonably necessary to
                comply with Company’s regulatory obligations and confirm compliance with
                each of Service Provider’s activities pursuant to this Section 3.7,
                provided that any such assessments or examinations will be conducted
                in a
                manner that does not unreasonably disrupt or delay Service Provider’s
                performance of the Services hereunder or any other services for its
                other
                customers. 

            


    

     

    
      	
              3.8.

            	
              Service
                Locations.
                The In-Scope Services will be provided from those Service Provider
                location(s) specified in the applicable SOW (each, a “Service
                Location”).
                Service Provider will not, without the express written Consent of
                Company,
                Change, consolidate, eliminate or add to the Service Locations, or
                reallocate the volume or nature of work processed between Service
                Locations.

            


    

     

    
      	
              3.9

            	
              Company
                Facilities.
                If required by a SOW, Company shall provide to Service Provider the
                office
                space at the Company locations identified as Company Facilities in
                such
                SOW (the “Company
                Facilities”),
                as the same may be changed by Company from time to time throughout
                the
                applicable SOW Term, in accordance with the terms and conditions
                set forth
                in this Section 3.9, or in accordance with the specific terms and
                conditions set forth in such SOW. Subject to the terms and conditions
                set
                forth in this Section 3.9, all decisions regarding the allocation of
                office space at Company Facilities to Service Provider shall be made
                by
                Company.

            


    

     

    (a) With
      respect to such Company Facilities, Service Provider shall have the same
      privileges regarding use thereof (such as heating, lights, air conditioning
      (‘HVAC’) systems, as do any other tenants of Company. Except as otherwise set
      forth in a SOW, Company shall be responsible for providing, at its own expense,
      all other facilities and support Service Provider’s needs at the Company
      Facilities to provide the Services, including office-related equipment (i.e.,
      personal computers, printers, fax machines and copiers), office supplies, and
      local and long distance telephony. 

     

    
      
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    (b) Subject
      to the terms of the applicable SOW, Company shall be fully responsible for
      all
      costs and expenses of applicable facilities leases, related leasehold
      improvements, and utilities with respect to Company Facilities, and shall pay
      all Company Facilities landlords and utility providers directly.

     

    (c) The
      Company Facilities shall be made available to Service Provider on an “AS IS,
      WHERE IS” basis, with no warranties whatsoever.

     

    (d) Company
      and Company Affiliates, and agents and representatives of each, shall have
      the
      right to enter into any portion of Company Facilities at any time for any
      reason, including, without limitation, for the purpose of inspecting Company
      Facilities, showing Company Facilities, or performing services related to
      Company Facilities.

     

    (e) Service
      Provider agrees that Service Provider and Service Provider personnel will at
      all
      times comply with all leases and other agreements applicable to its occupation
      and use of the Company Facilities pursuant to the terms of this
      Agreement.

     

    (f) The
      transition of the Services from Company Facilities to Service Provider
      facilities shall be set forth in the Transition Plan applicable to the SOW
      for
      such Services.

     

    
      	
              3.10

            	
              Company
                Resources.
                

            


    

     

    (a) Service
      Provider shall use Company Facilities, Company Software (except for Software
      licensed or sublicensed to Company by Service Provider), Company equipment
      (except for equipment provided to Company by Service Provider) and related
      Company-owned resources (collectively, “Company
      Resources”)
      for the
      sole and exclusive purpose of providing the Services, unless in its sole
      discretion Company pre-approves another use in writing in a SOW or through
      the
      Change Control Procedures. The use of Company Facilities by Service Provider
      shall not constitute a leasehold or other property interest in favor of Service
      Provider. 

     

    (b) Service
      Provider shall be responsible for any damage (normal wear and tear excepted)
      to
      Company Resources resulting from the abuse, misuse, neglect, or negligent acts
      or omissions of Service Provider or other failure to comply with the obligations
      respecting Company Resources.

     

    (c) Service
      Provider shall keep Company Resources in good order (normal wear and tear
      excepted), not commit or permit waste or damage to Company Resources or use
      Company Resources for any unlawful purpose or act, and shall comply with
      Company’s standard policies and procedures (including applicable leases)
      regarding access to and use of Company Resources which have been communicated
      by
      Company to Service Provider in writing, including procedures for the physical
      security of Company Facilities.

     

    (d) Service
      Provider shall not make improvements or changes involving structural, mechanical
      or electrical alterations to Company Facilities without Company’s prior written
      approval. At Company’s election, any improvements or fixtures to Company
      Facilities shall become the property of Company. If Company does not elect
      to
      take title thereto, Provider shall remove the same at the end of the use of
      Company Facilities and shall repair any damage caused by such
      removal.

     

    
      
        Confidential

        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e) When
      Company Resources are no longer required for performance of the Services,
      Provider shall return them to Company in substantially the same condition as
      when Provider began use of them (normal wear and tear excepted).

     

    3.11 Dedicated
      Environment.
      For
      purposes of the initial SOW entered into as of the date hereof, all hardware
      and
      software provided by Company at any time during the term of such SOW shall
      be
      dedicated solely to Company; any hardware and software provided by Service
      Provider may be shared with other Service Provider customers, but shall be
      logically partitioned so that there is no intermingling of Company Data or
      Confidential Information with that of other Service Provider customers and
      no
      other Service Provider customers or others shall have the ability to access
      such
      information or data. 

     

    ARTICLE
      IV

    SERVICE
      PROVIDER PERFORMANCE METRICS

     

    
      	
              4.1.

            	
              Service
                Level Agreement.
                Service Provider will perform the In-Scope Services at all times
                during
                the SOW Term and any Termination Assistance Period in accordance
                with
                specific performance standards identified by Company in each of the
                SOWs
                (the “Service
                Level Agreement”).
                The Service Level Agreement will indicate the level of performance
                Service
                Provider must achieve for each service metric (the “Service
                Level”).
                Service Provider shall perform all In-Scope Services without an expressly
                defined Service Level Agreement at a level of accuracy, completeness,
                availability, timeliness, quality, responsiveness and performance
                that
                equals or exceeds the level of performance by Company or any Third
                Party
                providing such services for Company immediately before the applicable
                SOW
                Effective Date (in the case of In-Scope
                Services).

            


    

     

    
      	
              4.2.

            	
              Service
                Level Measurement.
                Beginning on the SOW Effective Date, Service Provider shall implement
                and
                operate all measurement and monitoring tools and procedures required
                to
                measure and report its performance relative to the applicable Service
                Level Agreement. Each Service Level Agreement will be measured on
                at least
                a monthly basis, unless otherwise indicated. Service Provider shall
                provide, as part of Service Provider’s monthly performance reports, a set
                of hard (if requested by Company) and soft-copy reports to verify
                Service
                Provider’s performance and compliance with the Service Level Agreement
                (“Performance
                Reports”).
                

            


    

     

    
      	
              4.3.

            	
              Service
                Level Failures.
                Service Provider’s failure to meet the Service Level for any Service Level
                Agreement shall entitle Company to receive credits against Service
                Charges
                in the form of Service Level Credits in accordance with this Section
                if
                such Service Level Agreement has Service Level Credits associated
                with it.
                

            


    

     

    
      	 	
              (a)

            	
              Calculation
                of Service Level Credits.
                Service Provider will provide to Company a Service Level Credit Report
                resulting from Service Provider’s failure to meet any
                Service Level for any Critical Performance Indicator (each,
                a “Performance
                Failure”).
                Service Level Credits will be calculated each month for Performance
                Failures, and determined pursuant to the applicable SOW, referencing
                the
                Critical Performance Indicator to which the Performance Failure relates.
                

            


    

     

    
      	 	
              (b)

            	
              Issuance
                of Credits.
                Company will review the report of Service Level Credits (if any)
                issued by
                Service Provider each month and notify Service Provider, within 30
                days,
                of any issues with such report and/or its election to receive such
                credits
                on the next issued invoice following such notification from Company. 
                If Company so elects, Service Provider will reduce the amount payable
                by
                Company on the next Invoice by the amount of Service Level Credits
                Company
                received during the applicable month.  Service Level Credits for a
                given month shall not exceed the total monthly bill payable by Company
                for
                any applicable period. 

            


    

     

    
      
        Confidential

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Root
                Cause Analysis.
                Service Provider will be required to conduct, at its expense, a root
                cause
                analysis for each failure to meet any Service Level. Upon determination
                of
                the cause of such failure, Service Provider will provide to Company
                an
                additional report that details the results of the root cause analysis,
                and
                which details any measures that should be taken to minimize the
                possibility that such failures will re-occur. To the extent that
                the root
                cause analysis indicates that Service Provider’s failure to meet the
                Service Level was caused by Service Provider, Service Provider will
                correct the problem at no additional cost to Company and ensure that
                there
                will be no re-occurrence of such
                failures.

            


    

     

    ARTICLE
      V

    RELATIONSHIP
      MANAGEMENT

     

    
      	
              5.1.

            	
              Account
                Governance.
                Company’s
                account will be governed in accordance with Schedule
                5.1 (“Account
                Governance
                Schedule”).
                The In-Scope Services shall include all Service Provider obligations
                set
                forth in Schedule
                5.1,
                and all other project management, governance and related management
                activities described herein and in the SOWs or Schedules hereto,
                and shall
                be performed by Service Provider at no additional cost to
                Company.

            


    

     

    
      	
              5.2.

            	
              Service
                Provider Project Manager.
                During the Agreement Term, Service Provider will designate a senior-level
                individual who will be primarily dedicated to Company’s account (the
                “Service
                Provider Project Manager”).
                The Service Provider Project Manager may be replaced by Service Provider
                from time to time during this Agreement. In addition, the Service
                Provider
                Project Manager (i) must be approved by Company, (ii) will be the
                primary
                contact for Company in dealing with Service Provider under this Agreement,
                (iii) will have overall responsibility for managing and coordinating
                the
                delivery of the Services, (iv) will meet regularly with the Company
                Contract Manager, and (v) will have the power and authority to make
                decisions with respect to actions to be taken by Service Provider
                in the
                ordinary course of day-to-day management of Company’s account in
                accordance with this Agreement.

            


    

     

    
      	
              5.3.

            	
              Company
                Contract Manager.
                During the Agreement Term, Company will designate a senior level
                individual (i) who will serve as Company’s primary contact for Service
                Provider in dealing with Company under this Agreement, and (ii) who
                will
                have the power and authority to make decisions with respect to actions
                to
                be taken by Company in the ordinary course of day-to-day management
                of
                this Agreement (the “Company
                Contract Manager”
                (may also be referred to in the SOWs as “Company Project Manager”)).
                Company may from time to time replace the individual serving as the
                Company Contract Manager by providing Notice to Service Provider.
                

            


    

     

    
      	
              5.4.

            	
              Reports.
                Service Provider will provide those reports identified in this Agreement,
                in the SOWs ,
                together with such additional reports as agreed by the Contract Managers
                from time to time during the Agreement Term (“Reports”),
                in accordance with the requirements set forth herein and in the SOWs
                .
                Reports and other documentation must be available in both print (only
                if
                requested by Company) and electronic formats at least five (5)
                Business
                Days prior
                to any meeting at which such Reports will be discussed. With regard
                to
                Reports documenting Service
                Provider’s
                performance, Service
                Provider will
                set forth any deviations from the performance requirements and
                include
                a
                plan for corrective action.

            


    

     

    
      
        Confidential

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              5.5.

            	
              Annual
                Review.
                On an annual basis during the Agreement Term, the Contract Managers
                shall
                conduct an annual performance review attended by certain of the senior
                management of each party (the “Annual
                Review”).
                The parties contemplate that such Annual Review will include at least
                the
                following:

            


    

     

    
      	 	
              (a)

            	
              Review
                of the previous year’s periodic Performance Reports prepared by Service
                Provider;

            


    

     

    
      	 	
              (b)

            	
              Review
                and adjustment of the Service Level Agreement requirements and the
                associated performance measures and metrics pursuant to Article
                IV;

            


    

     

    
      	 	
              (c)

            	
              Adjustments
                to the Service Charges in accordance with the Charges Schedule;
                and

            


    

     

    
      	 	
              (d)

            	
              Review
                of emergency response and disaster recovery plans that have been
                adopted
                and implemented by Service Provider for the
                Services.

            


    

     

    
      	 	
              Any
                adjustments undertaken pursuant to this Section shall be governed
                by
                Section 5.8.

            


    

     

    
      	
              5.6.

            	
              Review
                Meetings.
                During the Agreement Term, the Service Provider Project Manager and
                the
                Company Contract Manager (and any other appropriate operational personnel)
                shall meet periodically, at such intervals and at such times and
                locations
                as set forth in the Account Governance Schedule or as reasonably
                requested
                by Company, but in no event less than once per calendar quarter,
                to review
                their respective performance under this Agreement and to discuss
                planned
                or anticipated activities that may adversely affect performance or
                any
                Changes.

            


    

     

    
      	
              5.7.

            	
              Service
                Provider Subcontractors.
                Service Provider may not subcontract any of the Services without
                Company’s
                prior written Consent, provided, however the subcontractors listed
                on
                Schedule
                5.7
                hereto are pre-approved subcontractors for the purposes of this Section
                5.7 and that Service Provider may utilize an Affiliate to provide
                the
                Services. Service Provider may also retain a Third Party in certain
                circumstances to perform Services as set forth in Section 17.1(b).
                The
                following shall apply to any permitted subcontractor relationship
                hereunder:

            


    

     

    
      	 	
              (a)

            	
              Service
                Provider is
                responsible for the performance of all Service Provider subcontractors,
                and Service
                Provider will
                continually monitor and manage such Service Provider subcontractors.
                Service Provider will remain Company’s sole point of contact regarding the
                Services. Company may require that any Service Provider subcontractor
                be
                terminated on reasonable written
                notice.

            


    

     

    
      	 	
              (b)

            	
              Service
                Provider will
                provide in its agreements with Service Provider subcontractors such
                written provisions as are sufficient to enable Service
                Provider to
                comply with the provisions of this Agreement.
                Such provisions will include
                the
                subcontractor’s obligation to keep confidential Company’s
                Confidential
                Information and
                to assign to Company
                any
                Intellectual
                Property Rights to
                the extent that such rights are to be assigned to or
                owned
                by Company
                pursuant
                to the terms of this Agreement.

            


    

     

    
      	
              5.8.

            	
              Change
                Control Procedures.
                The procedures (the “Change
                Control Procedures”)
                that will govern (i)
                the
                manner in which a party
                may
                propose or
                request
                modifications to this Agreement,
                its Schedules or any other attachments, (ii)
                the
                process to be followed by the parties
                in
                analyzing the effects of, and deciding whether to adopt, any such
                modifications, and (iii)
                the
                manner in which any agreed upon modifications are to be reflected
                in this
                Agreement,
                are
                set forth in Schedule
                5.8.
                All modifications to this Agreement, its Schedules or any other
                attachments hereto require the prior written approval of the Company
                Contract Manager or his or her designee.


            


    

     

    
      
        Confidential

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

    PAYMENT

     

    
      	
              6.1.

            	
              Service
                Charges.
                In consideration for the performance of the Services, Company shall
                pay to
                Service Provider the charges for the Services (the “Service
                Charges”)
                specified in the Transition Plan and SOWs hereunder (collectively,
                the
                “Charges
                Schedule”).
                Except as otherwise expressly stated or provided for in this Agreement
                or
                an SOW, as same may be amended pursuant to the Change Control Procedures,
                Company will not be obligated to pay Service Provider any amounts
                in
                addition to the Service Charges for Service Provider’s performance of the
                Services.

            


    

     

    
      	
              6.2.

            	
              Reimbursement
                of Expenses.
                All pass
                through charges related
                to the Services
                are
                either set forth in the applicable
                Charges Schedule
                or
                will be agreed to in advance by the parties in writing. Except
                as expressly provided in this Agreement, all expenses that Service
                Provider incurs in performing the Services are included in Service
                Provider’s charges and rates set forth in this Agreement or in the Charges
                Schedule. Accordingly, such Service Provider expenses are not separately
                reimbursable by Company.

            


    

     

    
      	
              6.3.

            	
              Invoices;
                Method of Payment.
                Service Provider shall render an invoice substantially in the form
                attached to the Charges Schedule (“Invoice”)
                in accordance with the invoicing procedures set forth in the Charges
                Schedule on or after the first business day of each calendar month
                which
                shall reflect (i) the current month’s Service Charges, (ii) any pass
                through charges under the Charges Schedule accrued during the preceding
                month, (iii) when applicable pursuant to the Service Level Agreement,
                any
                Service Level Credits, and (iv) such other amounts as may from time
                to
                time arise under this Agreement that may appropriately be reflected
                on
                Invoices hereunder. Each Invoice will include such detail as reasonably
                requested by Company to satisfy Company’s internal accounting and
                chargeback requirements and as set forth in the Charges Schedule
                (which
                detail shall also be provided in electronic format compatible with
                Company’s financial computer systems). All amounts due to Service Provider
                and set forth on a valid Invoice delivered pursuant to this Section
                shall
                be due and payable within thirty (30) days of Company’s receipt of such
                Invoice. Any amounts not paid when due shall accrue interest at the
                rate
                of twelve percent (12%) per annum (or, if lower, the maximum rate
                permitted by applicable law). 

            


    

     

    
      	
              6.4.

            	
              Unused
                Credits.
                Any unused credits against future payments or other undisputed amounts
                owed to either party by the other pursuant to this Agreement will
                be paid
                to the applicable party within forty-five (45) days after the expiration
                or termination of this Agreement.

            


    

     

    
      	
              6.5.

            	
              Disputed
                Charges.
                Company may withhold payment to Service Provider of amounts that
                Company
                reasonably and in good faith disputes. Any amounts (or portions thereof)
                not so disputed otherwise will be paid by the applicable payment
                due date
                as otherwise provided for in this Agreement. Company shall notify
                Service
                Provider in writing on or before the payment due date of any disputed
                charges for which it is withholding payment. Notwithstanding Section
                6.3,
                Company shall not be required to pay the disputed portion of an Invoice
                unless and until the parties have successfully resolved the dispute
                in
                accordance with the Dispute Resolution Procedures.
                

            


    

     

    
      
        Confidential

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              6.6.

            	
              Taxes.
                Company
                shall be solely
                responsible for all indirect Taxes (including but not limited to;
                Sales
                and Use Tax, Communications Services Tax and Value Added Tax) imposed
                on,
                based on, or measured by any consideration for, arising from, or
                due in
                connection with any provision of Services by Service Provider to
                Company
                pursuant to this Agreement.  Should any amounts due under this
                Agreement be subject to withholding or retention tax, Company shall
                notify
                Service Provider prior to the withholding and provide Service Provider
                with the adequate certifications that the withholding amounts were
                remitted to the proper taxing authorities.  Company shall not be
                responsible for reporting and/or paying any income, franchise, real
                property, personal property or ad valorem taxes due and assessed
                on
                Service Provider.  The Parties agree to work together throughout the
                term of this Agreement in order to establish and maintain the most
                advantageous tax consequences within the parameters of all applicable
                laws. 

            


    

     

    
      	
              6.7.

            	
              Benchmarking.
                Beginning on the third (3rd)
                anniversary the Effective Date, and thereafter from time to time
                during
                the Agreement Term, but not more often than once every twelve (12)
                months,
                Company may, at its sole cost and expense, measure the Service Charges
                and
                Service Levels under this Agreement as compared to other organizations
                receiving similar services (a “Benchmark”).
                The
                Benchmark
                will
                be based upon and consistent with, in all material respects, the
                benchmarking methodology, principles and approach (the “Benchmark
                Methodology”)
                as
                set forth in Schedule
                6.7.
                The
                Parties
                will
                cooperate with each other and the selected
                benchmarker to
                facilitate the Benchmark,
                which will include
                performing
                their respective responsibilities set forth in the Benchmark Methodology
                and providing the benchmarker
                with
                all information reasonably requested in accordance with the terms
                of the
                Benchmark Methodology. If Service Provider is required to deploy
                resources
                to participate in the Benchmark in addition to those that are required
                to
                render the Services in accordance with the terms hereof, Company
                and
                Service Provider shall mutually determine in good faith such additional
                payments as may be required in connection with such additional
                resources.

            


    

     

    ARTICLE
      VII

    COMPANY
      AFFILIATES

     

    
      	
              7.1.

            	
              Services
                to Company Affiliates.
                Service Provider will provide the Services to Company and its current
                Affiliates that are forth on Schedule
                7.1
                hereto (and their successors). Company and the applicable Affiliate
                shall
                be jointly and severally liable for the failure of any such Affiliate
                to
                perform its obligations and duties with respect to Services provided
                by
                Service Provider to such Affiliate.


            


    

     

    
      	
              7.2.

            	
              Mergers
                and Acquisitions.
                If Company
                merges
                with or
                otherwise
                acquires a Person
                which
                is a Third
                Party
                (a
                “Company
                Acquisition”),
                then if requested by Company
                in
                its sole discretion, such entity will become subject to this Agreement,
                with all rights and benefits and subject to all obligations of
                Company
                under
                this Agreement,
                on the date specified by Company.
                In the event of a Company Acquisition, the
                parties
                will
                renegotiate in good faith, the affected Service
                Charges to
                account for any increased volume, all in accordance with the Change
                Control Procedures,
                provided, however, that in no event shall a Company Acquisition give
                rise
                to any right by Company to terminate this Agreement.  

            


    

     

    
      	
              7.3.

            	
              Divestitures.
                If Company
                transfers
                by sale, dividend to its shareholders, or
                otherwise,
                any shares of the common stock, or
                all
                or
                substantially
                all of the assets of any Affiliate,
                or any line of business, business unit or division of Company or
                any
                Affiliate of Company (a
                “Divested
                Entity”),
                and
                such Divested
                Entity does
                not remain an Affiliate
                of
                Company,
                Service
                Provider shall,
                if requested by Company,
                provide the Services
                directly
                to the Divested
                Entity at
                the then-current
                Service Charges for
                a period of the lesser of (i)
                the
                remaining SOW Term of
                the applicable Statement(s) of Work,
                (ii)
                twelve
                (12) months from the date of the closing of any such disposition
                (inclusive of any Termination
                Assistance Services provided
                by Service
                Provider to
                Company),
                or
                (iii)
                until
                such time as Service
                Provider and
                such Divested
                Entity,
                or
                the
                Divested
                Entity and
                a Third
                Party enter
                into a separate agreement (the “Divestiture
                Service Period”).
                If
                the twelve (12) month period of Services to the Divested Entity expires
                causing the portion of the SOW applicable to the Divested Entity
                to
                terminate prior to the date on which the overall SOW would have otherwise
                terminated, the Divested Entity shall pay a pro-rata portion of the
                Termination for Convenience Fee which would have been due for early
                termination of the SOW otherwise due pursuant to Section 15.1 hereof.
                Company shall be liable for making payment of any amounts unpaid
                by the
                Divested Entity in connection with this Section
                7.3.

            


    

     

    
      
        Confidential

        
        

      

      
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    ARTICLE
      VIII

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS

     

    
      	
              8.1.

            	
              Representations,
                Warranties and Covenants.
                Service Provider hereby represents, warrants and covenants to Company
                as
                follows:

            


    

     

    
      	 	
              (a)

            	
              Organization;
                Power.
                As of the Effective
                Date,
                Service
                Provider (i)
                is
                duly organized, validly existing and in good standing under the laws
                of
                Florida,
                and
                (ii) has
                the power to own its property and the authority to carry on the business
                as conducted as of the Effective
                Date.

            


    

     

    
      	 	
              (b)

            	
              Consents.
                Except as otherwise provided in this Agreement,
                no authorizations or
                other
                consents, approvals or
                notices
                of or
                to
                any Person
                are
                required in connection with (i)
                the
                execution, delivery and performance by Service
                Provider of
                this Agreement,
                (ii)
                the
                development, implementation or
                operation
                of the software,
                computer
                and telecommunications equipment and
                systems necessary for Service
                Provider to
                perform the Services
                in
                accordance with the applicable provisions of this Agreement
                and
                in compliance with all applicable Laws and Regulatory
                Requirements,
                or
                (iii)
                the
                validity and enforceability of this Agreement.

            


    

     

    
      	 	
              (c)

            	
              Performance
                Warranty.
                The
                Services will
                conform in all material respects to the
                description of the Services set forth in each SOW, or if not addressed
                in
                the applicable SOW, in accordance with general industry standards.
                

            


    

     

    
      	
              8.2.

            	
              Disclaimer
                of Warranties.
                Except as otherwise expressly provided in this Agreement or in any
                SOW,
                the parties make no representations, warranties or conditions, express
                or
                implied, regarding any matter, including the merchantability, suitability,
                non-infringement, fitness for a particular use or purpose, or results
                to
                be derived from the use of any service, software, hardware, deliverables,
                work product or other materials provided under this
                Agreement.

            


    

     

    ARTICLE
      IX

    CONFIDENTIALITY;
      SAFEGUARDING OF DATA

     

    
      	
              9.1.

            	
              Confidentiality.

            


    

     

    
      	 	
              (a)

            	
              Confidential
                Information Defined.
                In connection with this Agreement, each of the parties has disclosed
                and
                may continue to disclose to the other party information that relates
                to
                the disclosing party’s, or one or more of the disclosing party’s
                Affiliates’, business, affairs, customers, claimants, employees, service
                providers, financial condition, marketing or
                development
                plans, strategies, inventions, discoveries, ideas, concepts, processes,
                techniques, methodologies, know-how, forecasts and forecast assumptions
                and volumes, performance, or
                operations
                that such party
                treats
                as confidential or
                proprietary.
                Except as otherwise specifically agreed in writing by the parties,
                Service
                Provider and Company each agree that (i) all information communicated
                to
                Service Provider by Company and identified as confidential or proprietary,
                whether before or after the Effective Date, (ii) all information
                identified as confidential or proprietary to which Service Provider
                has
                access in connection with the Services, whether before or after the
                Effective Date, (iii) all information communicated to Service Provider
                that reasonably should have been understood, because of the circumstances
                of disclosure or the nature of the information itself, to be proprietary
                and confidential to Company, (iv) all Company Data, (v) all information
                concerning any breach under or dispute regarding this Agreement or
                provided or obtained in connection with the Dispute Resolution Procedure,
                (vi) all information that represents the confidential information
                of a
                Third
                Party and
                has been disclosed to a party
                subject
                to an obligation of confidentiality, and (vii) the existence, terms
                and
                conditions of this Agreement and all matters related thereto
                (collectively, the “Confidential
                Information”),
                will be and will be deemed to have been received in confidence and
                will be
                used only for purposes of this
                Agreement.

            


    

     

    
      
        Confidential

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Use
                of Confidential Information.
                Neither party
                will
                disclose, license, allow access to, sell, assign, lease or otherwise
                commercially exploit the Confidential Information of the other
                party,
                except as permitted under Sections 9.1(c)
                or
                9.1(d).
                All Confidential
                Information will
                be held and protected by the recipient in strict confidence and will
                be
                used and disclosed by the recipient only as required to render performance
                or
                to
                exercise rights and remedies under this Agreement,
                but only in strict compliance with the terms of this Article.
                In
                the event of any disclosure or
                loss
                of, or
                inability
                to account for any material Confidential
                Information of
                the disclosing party,
                the recipient will promptly, at its own expense: (i)
                notify
                the disclosing party
                in
                writing, (ii)
                take
                such actions as may be necessary or
                reasonably
                requested by the disclosing party
                to
                minimize any violation of the terms of this Section 9.1; and (iii)
                cooperate
                in all reasonable respects with the disclosing party
                to
                minimize any violation and any damage resulting
                therefrom.

            


    

     

    
      	 	
              (c)

            	
              Permitted
                Disclosures.
                Each party may disclose relevant aspects of the other party’s Confidential
                Information to its employees, Affiliates, legal representatives,
                accountants, tax advisors, subcontractors and agents on a need-to-know
                basis; provided,
                however,
                that such party shall use reasonable efforts to ensure that such
                employees, Affiliates, legal representatives, accountants, tax advisors,
                subcontractors or agents comply with these confidentiality
                provisions.

            


    

     

    
      	 	
              (d)

            	
              Required
                Disclosures.
                Each party
                may
                disclose Confidential
                Information required to be disclosed by Law, judicial or arbitration
                process, or by Governmental Authorities, provided that the receiving
                party: (i) promptly notifies the other party
                of
                the terms and the circumstances of that request, if legally permitted
                to
                do so; (ii) consults with the other party,
                and cooperates with the other party’s
                reasonable requests to resist or
                narrow
                that request; (iii) furnishes only information that, according to
                written
                advice (which need not be a legal opinion) of its legal counsel,
                that
                party
                is
                legally compelled to disclose; and (iv) uses reasonable efforts to
                obtain
                an order or
                other
                reliable assurance that confidential treatment will be accorded the
                information disclosed.

            


    

     

    
      	 	
              (e)

            	
              Return
                of Confidential Information.
                Neither party may withhold the Confidential Information of the other
                party
                or refuse for any reason (including due to the other party’s actual or
                alleged breach of this Agreement) to promptly return to the other
                party
                its Confidential Information (including copies thereof) if requested
                to do
                so. Upon expiration or any termination of this Agreement and completion
                of
                a party’s obligations under this Agreement, each party shall, upon the
                request of the other, return or destroy all documentation in any
                medium
                that contains or refers to the other party’s Confidential Information, and
                retain no copies. Subject to the foregoing confidentiality obligations,
                Company may retain copies of the Confidential Information of Service
                Provider to the extent required for Company’s continuing operations or
                internal business purposes.

            


    

     

    
      
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        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Exclusions.
                This Section 9.1 will not apply to any particular information that
                either
                party can demonstrate (i) was, at the time of disclosure to it, in
                the
                relevant public domain; (ii) after disclosure to it, is published
                or
                otherwise becomes part of the relevant public domain through no fault
                of
                the receiving party; (iii) was rightfully in the possession of the
                receiving party at the time of disclosure to it and was not the subject
                of
                a pre-existing confidentiality obligation; (iv) was received after
                disclosure to it from a Third Party who had a lawful right to disclose
                such information to it; or (v) was independently developed by the
                receiving party without use of or reference to the Confidential
                Information of the disclosing
                party.

            


    

     

    
      	
              9.2.

            	
              Company
                Data.
                As
                between the parties, Company will be the sole and exclusive owner
                of all
                Company Data. Service Provider shall utilize the Company Data solely
                for
                purposes of this Agreement. All access to Company
                Data will
                be subject to the confidentiality provisions set forth in Section
                9.1;
                provided, however, the exclusions set forth in Section 9.1(f) do
                not apply
                to Consumer Information. Without Company’s Consent (in its discretion),
                the Company Data shall not be (i) used by Service Provider or Service
                Provider Representatives other than in connection with providing
                the
                Services, (ii) aggregated or commingled by Service Provider or Service
                Provider Representatives with Service Provider or Third Party data,
                (iii)
                disclosed, sold, assigned, leased or otherwise provided to Third
                Parties
                by Service Provider or Service Provider Representatives, or (iv)
                commercially exploited by or on behalf of Service Provider or Service
                Provider Representatives.

            


    

     

    
      	
              9.3.

            	
              Irreparable
                Harm.
                The parties
                acknowledge
                that any disclosure or
                misappropriation
                of Company Data or
                Confidential
                Information in
                violation of this Agreement
                could
                cause irreparable harm, the amount of which may be extremely difficult
                to
                estimate, thus making any remedy at law or
                in
                damages inadequate. Each party
                therefore
                agrees that the other party
                will
                have the right to apply to any court of competent jurisdiction for
                a
                temporary or
                provisional
                order restraining any breach or
                impending
                breach of Section 9.1
                or
                9.2,
                without the necessity of posting bond. This right will be in addition
                to
                any other remedy available under this Agreement.

            


    

     

    ARTICLE
      X

    PROPRIETARY
      RIGHTS

     

    
      	
              10.1.

            	
              Ownership
                of Work Product.

            


    

     

    
      	 	
              (a)

            	
              Service
                Provider agrees to disclose and promptly furnish to Company any and
                all
                technical information, computer or other specifications, documentation,
                works of authorship or other creative works, ideas, knowledge, or
                data,
                written, oral or otherwise expressed, originated by Service Provider
                or by
                one or more of Service Provider’s employees, subcontractors, consultants,
                representatives or agents (“Service
                Provider Representatives”)
                as a result of work performed under or in anticipation of this Agreement
                which is identified as Work Product to be owned by Company in an
                SOW
                pursuant to the terms of this provision (“Work
                Product”).
                Company shall own all right, title and interest in and to the Work
                Product
                created hereunder, including all Intellectual Property Rights therein.
                Service Provider expressly acknowledges that the parties have agreed
                that
                all aspects of the Work Product and all work in process in connection
                therewith are to be considered “works made for hire” within the meaning of
                the United States Copyright Act of 1976, as amended (the “Copyright
                Act”),
                and that Company is to be the “author” within the meaning of such Act. All
                such copyrightable Work Product, as well as all copies of such Work
                Product in whatever medium fixed or embodied, shall be owned exclusively
                by Company as its creation, and Service Provider hereby expressly
                disclaims any interest in any of them. Unless a SOW
                or
                Schedule
                sets forth otherwise in connection with such Work
                Product,
                Company
                hereby
                grants
                to Service
                Provider a
                fully paid-up, non-exclusive license to use, display, copy and make
                derivative
                works
                of
                the Work
                Product solely
                for the purpose of providing the Services
                to
                Company under this Agreement.
                Notwithstanding the foregoing, the Parties agree that Work Product
                shall
                not include tangible and intangible materials and information that
                relate
                solely to Service Provider’s technological and business infrastructure
                used to deliver the Services to Company and other Service Provider
                customers, which materials and information are (i) not developed
                for or on
                behalf of Company, or (ii) do not incorporate, refer to, or rely
                on
                Company Confidential Information, Company Data, Company Software,
                or
                Intellectual Property Rights of
                Company.

            


    

     

    
      
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              (b)

            	
              In
                the event (and to the extent) that the Work Product created by Service
                Provider and its Service Provider Representatives hereunder or any
                part or
                element thereof is found as a matter of law not to be a “work made for
                hire” within the meaning of the Act, Service Provider hereby irrevocably
                conveys and assigns (and in the case of Work
                Product not
                yet developed, hereby
                covenants
                upon their development to irrevocably convey and assign) to Company
                the
                sole and exclusive right, title and interest in the ownership to
                all such
                Work Product, and all copies of any of them, without further
                consideration, and agrees to assist Company to register, and from
                time to
                time to enforce, all Intellectual Property Rights and other rights
                and
                protections relating to the Work Product created hereunder in any
                and all
                countries. 

            


    

     

    
      
        Confidential

        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2.

            	
              Pre-existing
                Materials.
                If the Work Product includes or requires the use of inventions or
                materials previously made, developed or copyrighted by Service Provider
                or
                others, and not originated or developed hereunder (“Pre-existing
                Materials”),
                then Service Provider grants and agrees to grant to Company an
                unrestricted, royalty-free license to make, use, sell, have made,
                copy,
                modify, distribute, display and perform the inventions, information
                or
                other aspects of the Pre-existing Materials, but only to the extent
                necessary to make, use, sell, have made, copy, modify, distribute,
                display
                and perform the Work Product originated or developed as a result
                of the
                work performed under or in anticipation of this
                Agreement.

            


    

     

    
      	
              10.3.

            	
              Knowledge
                Capital. Nothing
                in this Agreement will preclude Service Provider from marketing,
                developing or using for itself or others, services or products that
                are
                the same as or similar to those provided to Company or its Affiliates
                by
                Service Provider pursuant to this Agreement, as long as such services
                or
                products do not include any Company Software, Company Confidential
                Information, Company Data, Work Product, Intellectual Property Rights
                of
                Company, or any other proprietary information belonging to Company.
                Each
                party will continue to be free to use its general knowledge, skills
                and
                experience, and to use and disclose any generalized ideas, concepts,
                know-how, and techniques that are acquired or used during the course
                of
                the Agreement, so long as they acquire and apply such information
                without
                the use or disclosure or any confidential or proprietary information
                belonging to the other party. This Section 10.3 will not diminish
                either
                party’s obligations regarding Confidential Information under Article
                IX.

            


    

     

    ARTICLE
      XI

    AUDIT
      RIGHTS

     

    
      	
              11.1.

            	
              Service
                Provider Records.
                Service Provider shall maintain, at all times during the Agreement
                Term
                and at no additional charge to Company, complete and accurate records
                and
                supporting documentation pertaining to: (i) all Service Charges and
                financial matters under this Agreement, in all cases prepared in
                accordance with generally accepted accounting principles; (ii) all
                other
                transactions, reports, filings, returns, analyses, Work Product,
                data
                and/or information created, generated, collected, processed or stored
                by
                Service Provider and/or Service Provider’s subcontractors in the
                performance of the Services; and (iii) all controls relevant to Service
                Provider’s internal controls and Company’s control over the activities of
                Service Provider (collectively, “Service
                Provider Records”),
                all in a manner sufficient to permit the audits in accordance with
                this
                Article XI. 

            


    

     

    
      
        Confidential

        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2.

            	
              Operational
                Audits.
                Not more than once per calendar year or at any such time as Company
                has a
                reasonable good faith concern that a breach of this Agreement may
                have
                occurred, Service Provider shall provide to Company and to internal
                and
                external auditors, inspectors, regulators and other representatives
                that
                Company may designate from time to time (“Company
                Auditors”)
                access in accordance with Section 11.6 to perform operational audits
                and
                inspections of Service Provider, its subcontractors and their respective
                facilities (“Operational
                Audits”),
                to: (i) verify the integrity of the Company Data, (ii) examine the
                systems
                that process, store, support and transmit that data and examine any
                summaries of external Third Party data processing audits or reviews,
                (iii)
                verify whether the Services comply with Regulatory Requirements;
                (iv)
                examine the controls (e.g., financial and accounting controls,
                organizational controls, input/output controls, system modification
                controls, processing controls, system design controls, and logical
                and
                physical access controls) and conduct walkthroughs (as defined by
                the
                PCAOB or any other governing body); (v) examine the security, disaster
                recovery and back-up practices and procedures; (vi) verify the integrity
                of the Service Provider’s Performance Reports; (vii) examine Service
                Provider’s development of Work Product; and (viii) facilitate Company’s
                compliance with Company Regulatory
                Requirements.

            


    

     

    
      	
              11.3.

            	
              Financial
                Audits.
                Not more than once per calendar year or at any such time as Company
                has a
                reasonable good faith concern that a breach of this Agreement may
                have
                occurred, Service Provider shall provide to Company and Company Auditors
                access in accordance with Section 11.6 to perform financial audits
                and
                inspections (“Financial
                Audits”)
                to (i) verify the accuracy and completeness of Service Provider Records,
                and (ii) verify the accuracy and completeness of Service Provider’s
                Invoices and Service Charges. If an Audit reveals that errors have
                been
                made in connection with the Service Charges and Taxes, then the parties
                will work together to correct the error and any overpayments revealed
                by
                the Audit will be promptly paid by Service Provider or credited to
                Company. 

            


    

     

    
      	
              11.4.

            	
              Regulatory
                Audits.
                Upon written request made by a Governmental Authority to Service
                Provider
                or to Company, or by Company in response to a Governmental Authority
                request or circumstance related to Company Regulatory Obligations,
                Service
                Provider will promptly make available to the Governmental Authority
                or
                Company Auditors Service Provider Records and other information relating
                to Service Provider’s and its subcontractors’ compliance with the
                Regulatory Requirements and, if so requested, provide the requesting
                Governmental Authority or Company Auditors access in accordance with
                Section 11.6 to examine Service Provider’s or its subcontractors’
                compliance with the Regulatory Requirements and for purposes of
                facilitating Company’s compliance with applicable Company Regulatory
                Requirements (“Regulatory
                Audits”).

            


    

     

    
      	
              11.5.

            	
              Service
                Provider Audits and Reporting.
                As
                part of the Services, Service Provider will supply Company with an
                annual
                SAS 70 Type II audit report (“Service
                Provider Audits”),
                performed as of with a final date after September 30 of each calendar
                year
                up to and including December 31 of each calendar year) . If such
                report is
                dated prior to December 31 in any given calendar year, Service Provider
                shall provide a letter or other statement reasonably acceptable to
                Company
                updating such report effective as of December 31 of such year. Service
                Provider Audits shall include an audit of any applicable Service
                Provider
                subcontractors. Company shall be entitled to provide input and assist
                in
                defining the scope of the Service Provider Audits, as they apply
                to the
                Services and Company audit
                requirements.

            


    

     

    
      
        Confidential

        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              11.6.

            	
              General
                Principles Regarding Audits.

            


    

     

    
      	 	
              (a)

            	
              Access.
                Service Provider shall provide Company and Company Auditors and requesting
                Governmental Authorities with reasonable access at reasonable times
                and
                after reasonable Notice to: (i) the parts of any Service Location
                at which
                the Service Provider is providing the Services; (ii) systems and
                assets
                used by Service Provider to provide the Services; (iii) Service Provider
                personnel providing the Services; (iv) Service Provider subcontractors
                and
                agents who perform any portion of the Services (including to such
                entity’s
                personnel, facilities, records, systems, controls, processes and
                procedures); and (v) all Service Provider Records. Company
                Audits
                will be conducted in a manner that does not unreasonably disrupt
                or delay
                Service Provider’s performance of the Services hereunder or any other
                services for its other customers. 

            


    

     

    
      	 	
              (b)

            	
              Copies
                of Audit Reports; Notice of Deficiency.
                Upon completion of any Service Provider Audit, Service Provider shall
                provide Company and, upon request, Company Auditors: (1) a copy of
                the
                Service Provider Audit reports, and (2) written notice of any deficiencies
                or material weaknesses found and/or reported as a result of the Service
                Provider Audit. Upon completion of any Operational Audit, Regulatory
                Audits and/or Financial Audit (collectively, “Company
                Audits”),
                Company shall notify Service Provider of any deficiencies or material
                weaknesses found as a result of the Company Audit, and provide Service
                Provider with copies of portions of Company Audit reports reflecting
                or
                based upon information obtained from Service
                Provider.

            


    

     

    
      	
              11.7.

            	
              Action
                Plan.
                As part of the Services, in the event any Audit reveals a deficiency
                or
                material weakness, Service Provider shall promptly provide Company
                and
                Company Auditors with a plan of action to correct the deficiency
                or
                material weakness, which plan of action shall be subject to Company’s
                written approval and shall, at a minimum, include: (1) details of
                actions
                to be taken by Service Provider and/or its subcontractors to correct
                the
                deficiency or material weakness, and (2) target dates for successful
                correction of the deficiency or material weakness (“Action
                Plan”).
                Service Provider shall also provide Company with Notice of Service
                Provider’s successful completion of each action identified in the Action
                Plan.

            


    

     

    
      	
              11.8.

            	
              Cost
                of Audits.
                The costs of Audits shall be borne as follows: (i) Service Provider
                shall
                be responsible for its costs to perform (including any Service Provider
                subcontractors’ costs) the Service Provider Audits and for Service
                Provider’s and Service Provider subcontractors’ reasonable cooperation and
                provision of access for Company Audits; and (ii) Company shall be
                responsible for all costs associated with Company Audits (other than
                Service Provider’s reasonable cooperation and provision of access), except
                as provided for in Section 11.3.

            


    

     

    ARTICLE
      XII

    INDEMNIFICATION

     

    
      	
              12.1.

            	
              Indemnification
                by Service Provider.
                Service Provider shall indemnify, defend and hold harmless Company,
                Company Affiliates and their respective directors, officers, employees,
                subcontractors and agents (collectively, the “Company
                Indemnitees”)
                from and against any and all Indemnifiable Losses incurred or suffered
                in
                respect of Third Party Claims (except in the case of paragraph (a),
                (b) or
                (c), in which the claim may also be made by any of the Company
                Indemnitees), whether based in whole or in part in contract, tort,
                negligence, statute or otherwise, arising from any of the
                following:

            


    

     

    
      	 	
              (a)

            	
              the
                death of or bodily injury to any third party or to any employee of
                Company
                or any Company Affiliate (or their respective subcontractors);
                

            


    

    
       

      
        
          Confidential

          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (b)

            	
              the
                loss of or damage to the real or tangible personal property (whether
                owned
                or leased) of any third party or any Company Indemnitee;
                

            


    

     

    
      	 	
              (c)

            	
              Service
                Provider’s failure to pay and discharge any Taxes (including interest and
                penalties) for which Service Provider is responsible pursuant to
                the
                provisions of this Agreement, including any Taxes resulting from
                Service
                Provider’s failure to pay, deduct or withhold Taxes with respect to any
                personnel, agents, subcontractors or suppliers of any of the Service
                Provider Entities; 

            


    

     

    
      	 	
              (d)

            	
              any
                breach by Service Provider of its representations, warranties or
                covenants
                set forth in this Agreement, except pursuant to Section 8.1(c);
                or

            


    

     

    
      	 	
              (e)

            	
              any
                act or
                omission
                of any Service Provider Entity in its capacity as an employer of
                a
                Person
                and
                arising out of or
                relating
                to (i)
                federal,
                state or
                other
                Laws or
                regulations
                for the protection of Persons
                who
                are members of a protected class or
                category
                of Persons,
                (ii)
                sexual
                discrimination or
                harassment,
                and
                (iii)
                any other aspect of the employment relationship or
                its
                termination (including
                claims
                for breach of an express or
                implied
                contract of employment) which arose when the Person
                asserting
                the Third Party Claim was
                or
                purported
                to be an employee of the Service
                Provider Entity.

            


    

     

    
      	
              12.2.

            	
              Indemnification
                by Company.
                Company shall indemnify, defend and hold harmless Service Provider,
                Service Provider Affiliates, and their respective directors, officers,
                employees, subcontractors and agents (collectively, the “Service
                Provider Indemnitees”)
                from and against any and all Indemnifiable Losses incurred or suffered
                in
                respect of Third Party Claims (except when the claim may also be
                made by
                any of the Service Provider Indemnitees), whether based in whole
                or in
                part in contract, tort, negligence, statute or otherwise, arising
                from any
                of the following:

            


    

     

    
      	 	
              (a)

            	
              the
                death of or bodily injury to any third party or to any employee of
                Service
                Provider or any Service Provider Affiliate (or their respective
                subcontractors); 

            


    

     

    
      	 	
              (b)

            	
              the
                loss of or damage to the real or tangible personal property (whether
                owned
                or leased) of any third party or any Service Provider
                Indemnitee;

            


    

     

    
      	 	
              (c)

            	
              Company’s
                failure to pay and discharge any Taxes (including interest and penalties)
                for which Company is responsible pursuant to the provisions of this
                Agreement, including any Taxes resulting from Company’s failure to pay,
                deduct or withhold Taxes with respect to any personnel, agents,
                subcontractors or suppliers of any of the Service Provider Entities;
                

            


    

     

    
      	 	
              (d)

            	
              any
                breach by Company of its representations, warranties or covenants
                set
                forth in this Agreement, except pursuant to Section 8.1(c);
                or

            


    

     

    
      	 	
              (e)

            	
              any
                act or omission of any Company Entity in its capacity as an employer
                of a
                Person and arising out of or relating to (i) federal, state or other
                Laws
                or regulations for the protection of Persons who are members of a
                protected class or category of Persons, (ii) sexual discrimination
                or
                harassment, and (iii) any other aspect of the employment relationship
                or
                its termination (including claims for breach of an express or implied
                contract of employment) which arose when the Person asserting the
                Third
                Party Claim was or purported to be an employee of the Company
                Entity.

            


    

     

    
      
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        20

        
          

        

      

      
        
        

      

    

     

    
      	
              12.3.

            	
              Infringement
                Indemnity.
                Service Provider shall indemnify, defend and hold harmless the Company
                Indemnitees from and against any and all Indemnifiable Losses arising
                from
                Third Party Claims that any Work
                Product or Services or
                any
                other item, information, system, deliverable, software or
                service
                provided or used under this Agreement
                by
                Service
                Provider (or
                any
                Service
                Provider agent,
                contractor, subcontractor or
                representative)
                (except for Company Software or hardware provided by Company hereunder),
                or Company’s use thereof (or access or other rights thereto) in connection
                with the Services, infringes or
                misappropriates
                the Intellectual Property Rights of a Third
                Party; provided however, Service Provider shall not have such an
                obligation to indemnify to the extent that such
                infringement or
                misappropriation
                is caused by (i)
                specifications
                provided by Company, except to the extent that Service Provider knew
                that
                compliance with such specifications would lead to or result in such
                infringement or misappropriation; (ii)
                Company’s use of such item in combination with any product or equipment
                not owned, provided, developed or authorized by Service Provider,
                except
                where Service Provider knew that such combination would be used by
                Company
                and did not object. If
                any
                deliverable or item provided by Service Provider hereunder is held
                to
                constitute, or
                in
                Service
                Provider’s
                reasonable judgment is likely to constitute, an infringement or
                misappropriation, Service
                Provider will
                in addition to its indemnity obligations, at its expense and option,
                and
                after consultation with Company regarding Company’s preference in such
                event, either: (A) procure the right for Company
                Indemnitees to
                continue using such deliverable or item; (B) replace such deliverable
                or
                item with a non-infringing equivalent, provided that such replacement
                does
                not result in a degradation of the functionality, performance or
                quality
                of the deliverable or item; (C) modify such deliverable or item,
                or
                have
                such deliverable or item modified, to make it non-infringing,
                provided
                that such modification does not result in a degradation of the
                functionality, performance or quality of the deliverable or item;
                or (D)
                create a feasible workaround that would not have any adverse impact
                on
                Company.

            


    

     

    
      	
              12.4.

            	
              Indemnification
                for Third Party Claims.
                The following procedures shall apply with respect to indemnification
                for
                Third Party Claims arising in connection with this
                Agreement:

            


    

     

    
      	 	
              (a)

            	
              Promptly
                after receipt by a party (the “Indemnified
                Party”)
                of notice of the assertion or the commencement of any Third Party
                Claim
                with respect to any matter within the scope of Sections 12.1, 12.2
                or 12.3
                (as applicable), the Indemnified Party shall give Notice thereof
                to the
                other party (the “Indemnifying
                Party”)
                and shall thereafter keep the Indemnifying Party reasonably informed
                with
                respect thereto; provided,
                however,
                that the failure of the Indemnified Party to give the Indemnifying
                Party
                such prompt Notice will not relieve the Indemnifying Party of its
                obligations hereunder except to the extent such failure results in
                prejudice to the Indemnifying Party’s defense of such Third Party Claim.
                Within fifteen (15) days following receipt of Notice from the Indemnified
                Party relating to any Third Party Claim, but no later than ten (10)
                days
                before the date on which any response to a writ, statement of claim,
                complaint or summons is due, the Indemnifying Party shall notify
                the
                Indemnified Party in writing that the Indemnifying Party shall assume
                control of the defense and settlement of such Third Party Claim (the
                “Assumption
                Notice”).

            


    

     

    
      	 	
              (b)

            	
              If
                the Indemnifying Party delivers the Assumption Notice relating to
                any
                Third Party Claim within the required notice period, and if the
                Third
                Party Claim seeks
                only monetary relief against the Indemnified Party,
                and for
                so long as the
                Indemnifying Party diligently
                conducts the defense of such Third Party Claim, the Indemnifying
                Party
                will be entitled to have sole control over the defense and settlement
                of
                such Third Party Claim; provided,
                however,
                that the Indemnified Party will be entitled to participate in the
                defense
                of such Third Party Claim and to employ counsel at its own expense
                to
                assist in the handling of such Third Party Claim.
                

            


    

     

    
      
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              (c)

            	
              If
                the Indemnifying Party fails or chooses not to assume the defense
                of any
                such Third Party Claim within the prescribed period of time, then
                the
                Indemnified Party may assume the defense of any such Third Party
                Claim at
                the cost and expense of the Indemnifying Party.


            


    

     

    
      	 	
              (d)

            	
              The
                Indemnifying Party may
                compromise, settle or
                resolve
                a Third
                Party Claim without
                the Indemnified Party’s
                Consent if the compromise, settlement or
                resolution
                involves only the payment of money by the Indemnifying Party (whether
                on its own behalf or
                on
                behalf of the Indemnified Party) and the Third
                Party claimant
                provides the Indemnified Party a
                release from all liability regarding the Third
                Party Claim.
                Otherwise, the Indemnifying Party may
                not compromise, settle or
                resolve
                the Third
                Party Claim without
                the Indemnified Party’s
                Consent.
                

            


    

     

    ARTICLE
      XIII

    LIMITATION
      OF LIABILITY

     

    
      	
              13.1.

            	
              Limitation
                on Consequential Damages.
                EXCEPT FOR APPLICABLE DAMAGES RELATING TO SERVICE PROVIDER’S ATTEMPTED
                TERMINATION OF THIS AGREEMENT OTHER THAN IN ACCORDANCE WITH ITS TERMS
                AND
                CONDITIONS, OR ABANDONMENT OF THIS AGREEMENT AS SET FORTH IN SECTION
                15.6
                HEREOF AND DAMAGES RELATING TO SERVICE PROVIDER’S FRAUD, MISREPRESENTATION
                OR FAILURE TO PROVIDE TERMINATION ASSISTANCE SERVICES IN ACCORDANCE
                WITH
                THE TERMS OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE
                OTHER FOR
                ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY,
                PUNITIVE
                OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR RELATED
                TO
                THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM, WHETHER IN CONTRACT,
                TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY,
                WHETHER OR NOT FORESEEABLE, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES
                EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
                IN
                ADVANCE.

            


    

     

    
      	
              13.2.

            	
              Limitation
                on Direct Damages.

            


    

     

    
      	 	
              (a)

            	
              The
                liability of Service Provider to Company for
                any direct damages resulting from, arising out of or
                relating
                to this Agreement,
                whether based upon an action or
                claim
                in contract, equity, negligence, tort or
                otherwise,
                will not exceed an amount equal to $**, except Service Provider’s
                liability for such damages arising from a breach of Service Provider’s
                obligations under Sections 3.4, 3.5, 3.6 or 3.7 will not exceed $**
                (the
                “Service
                Provider Damages Limitation”).
                Notwithstanding the foregoing, the Service Provider Damages Limitation
                shall not apply to: (1) any breach by Service Provider of the terms
                of
                Sections 9.1 or 9.2; (2) claims relating to Service Provider’s willful or
                intentional misconduct, fraud or gross negligence; (3) claims for
                injury
                to Person or property; (4) claims for indemnification under Sections
                12.1
                or 12.3; (5) Service Provider’s failure to provide Termination Assistance
                Services; and (6) Service Provider’s wrongful termination of this
                Agreement. In connection with Sections 3.4, 3.5, 3.6 and 3.7 hereof,
                Company acknowledges that Service Provider cannot and does not guarantee
                that no Security Breach will occur, despite its compliance with such
                sections and other relevant provisions of this
                Agreement.

            


    

     

    
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              (b)

            	
              The
                liability of Company to Service Provider, whether based upon an action
                or
                claim in contract, equity, negligence, tort or otherwise, will not
                exceed,
                in any year, an amount equal to ** during the ** prior to the
                assertion of the claim (“Company Damages Limitation). Notwithstanding the
                foregoing, the Company Damages Limitation shall not apply to: (1)
                any
                breach by Company of the terms of Section 9.1; (2) claims for
                indemnification under Sections 12.2.


            


    

     

    
      	
              13.3.

            	
              Cumulative
                Remedies.
                Except for Service Levels specifically identified on a Service Level
                Agreement as an “Exclusive Remedy Service Level”, no remedy or
                election
                under this Agreement
                will
                be deemed exclusive, but will be cumulative with, in addition to
                and not
                in lieu of any other remedies available to either party
                at
                law, in equity or
                otherwise.
                In the case of a breach of any provision of an Exclusive Remedy Service
                Level, the Service Level Credit for such Exclusive Remedy Service
                Level
                shall be the sole and exclusive remedy of Company for Service Provider’s
                breach of such Service Level
                Agreement.

            


    

     

    ARTICLE
      XIV

    INSURANCE

     

    
      	
              14.1.

            	
              Insurance
                Coverage. During
                the Agreement Term, Service Provider shall obtain and maintain at
                its
                expense those insurance policies with the minimum insurance limits
                set
                forth in the attached Schedule
                14.1.

            


    

     

    ARTICLE
      XV

    TERMINATION

     

    
      	
              15.1.

            	
              Termination
                for Convenience. Company
                may at any time terminate (a) this Agreement or (b) one or more Service,
                for convenience by providing Service
                Provider with **
                prior written Notice
                of
                its intent to terminate and paying Service
                Provider certain
                termination fees as follows: (i) in the case of the termination of
                this
                Agreement as a whole for convenience, Company shall pay Service
                Provider an amount that equals ** billed by Service
                Provider under the applicable SOW (the “Termination for Convenience Fee”)
                for each month remaining in the Term.  Company will be under no
                further obligation to pay any Service Charges from and after the
                date of
                termination, except for those Charges required for Termination Assistance
                Services pursuant to Section 15.4 (Termination Assistance); and (ii)
                in
                the case of the termination for convenience for less than the Agreement
                as
                a whole, Company shall pay Service Provider ** to reflect the
                Services being terminated, and Company will be under no further obligation
                to pay any Service Charges from and after the date of termination
                with
                respect to the terminated Services, except for those Service Charges
                required for Termination Assistance Services pursuant to Section
                15.4.

            


    

     

    
      	
              15.2.

            	
              Termination
                for Cause.
                Company may terminate this Agreement as a whole or any Statement(s)
                of
                Work, for cause and without the payment of any termination fees,
                penalties
                or charges:

            


    

     

    
      	 	
              (a)

            	
              Immediately
                upon Notice to Service Provider by Company, if Service Provider breaches
                any of its material duties or obligations under this Agreement and
                does
                not cure such breach within ** days after Notice thereof (identifying
                the basis for such Notice).

            


    

     

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              (b)

            	
              Immediately
                upon Notice to Service Provider by Company, if Service Provider commits
                a
                series of non-material or persistent breaches of which it has received
                notice from Company in each case, that Company perceives in the aggregate
                to have a significant adverse impact on the Services and fails to
                cure
                such breaches within ** days after Notice thereof (identifying the
                basis for such Notice).

            


    

     

    
      	 	
              (c)

            	
              If
                Service Provider (i) becomes or is declared insolvent, or is unable
                to pay
                its debts; (ii) enters into an agreement for the cancellation, extension,
                or readjustment of substantially all of its obligations; (iii) enters
                into
                or files a petition, arrangement, application, action or other proceeding
                seeking the appointment of a trustee or liquidator of or a receivership
                for all or a substantial part of its assets and relief or protection
                under
                applicable bankruptcy laws, (iv) suffers the appointment of a
                receiver-manager or other third party with similar power over the
                assets;
                or (v) has proceedings seeking any such appointment in clauses (iii)
                or
                (iv) commenced against it which are not terminated or dismissed within
                ninety (90) days of such commencement, then Company
                may,
                by giving Notice of termination to Service Provider, terminate this
                Agreement as of a date specified in such Notice of
                termination.

            


    

     

    
      	 	
              (d)

            	
              If
                Service Provider incurs Damages to Company in excess of the Service
                Provider Damages Limitation set forth in Section 13.2(a), as such
                Damages
                are either finally adjudicated or agreed to by the parties, immediately
                upon Notice to Service Provider by
                Company.

            


    

     

    
      	 	
              (e)

            	
              If
                Company has not, pursuant to the Transition Plan, accepted all In-Scope
                Services by **.

            


    

     

    
      	 	
              (f)

            	
              Upon
                the occurrence of any one of the following events (each, a “Service
                Level Termination Event”):

            


    

     

    
      	 	
              (i)

            	
              Service
                Provider’s failure to meet a Service Level for ** consecutive months
                or ** months out of any ** month period.
                

            


    

     

    
      	 	
              (ii)

            	
              Service
                Provider’s failure to meet the Increased Impact Level for **
                consecutive months or ** months out of any ** month
                period.

            


    

     

    For
      purposes of determining whether a Service Level Termination Event has occurred,
      Service Level Credits earned shall include all Service Level Credits incurred,
      regardless of whether such Service Level Credits are actually paid or credited
      to Company.

     

    15.3 Termination
      for Cause. Service
      Provider may terminate this Agreement as a whole for cause and without the
      payment of any termination fees, penalties or charges:

     

    
      	 	
              (e)

            	
              Immediately
                upon Notice to Company ** days after Company’s receipt of the second
                written notice of failure to pay from Service Provider, provided
                in
                accordance with the following. Such notices of non-payment shall
                be in
                writing, with an additional copy to the Chief Executive Officer of
                Company, including identification of all unpaid and undisputed amounts,
                and Service Provider’s intention to terminate this Agreement if payment is
                not received, with the first of such notices due at least ** days
                after such payment was due and an additional notice of the same type
                at
                least ** days after the delivery of the initial
                notice.

            


    

     

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              (f)

            	
              If
                Company (i) becomes or is declared insolvent, or is unable to pay
                its
                debts; (ii) enters into an agreement for the cancellation, extension,
                or
                readjustment of substantially all of its obligations; (iii) enters
                into or
                files a petition, arrangement, application, action or other proceeding
                seeking the appointment of a trustee or liquidator of or a receivership
                for all or a substantial part of its assets and relief or protection
                under
                applicable bankruptcy laws, (iv) suffers the appointment of a
                receiver-manager or other third party with similar power over the
                assets;
                or (v) has proceedings seeking any such appointment in clauses (iii)
                or
                (iv) commenced against it which are not terminated or dismissed within
                ninety (90) days of such commencement, then Service Provider may,
                by
                giving Notice of termination to Company, terminate this Agreement
                as of a
                date specified in such Notice of
                termination.

            


    

     

    
      	
              15.3.

            	
              Termination
                for Force Majeure Event.
                If any Force
                Majeure Event lasts
                longer than ** consecutive days, and substantially prevents, hinders
                or
                delays
                Service
                Provider’s
                performance of any of
                the Services, then Company
                may
                immediately terminate this Agreement
                as
                a whole, or
                by
                affected Statement(s)
                of Work, without
                obligation to pay any termination
                fees,
                penalties or
                charges.

            


    

     

    
      	
              15.4.

            	
              Termination
                Assistance.

            


    

     

    
      	 	
              (a)

            	
              For
                a period of at least ** months but no more than **
                months
                following expiration or
                any
                termination of this Agreement
                or
                any
                SOW (the
                “Termination
                Assistance Period”),
                Service
                Provider will
                perform, at the request of Company,
                the terminated or
                expired
                In-Scope
                Services and
                provide to Company
                or
                a
                Successor
                Service
                Provider any
                and all cooperation, assistance and services reasonably requested
                by
                Company
                to
                allow the terminated or
                expired
                In-Scope
                Services to
                continue without interruption or
                adverse
                effect, to mitigate any disruption to Company’s
                business, and to facilitate the orderly transfer of responsibility
                for the
                terminated or
                expired
                In-Scope
                Services to
                Company
                or
                to
                one or
                more
                Successor
                Service Providers (collectively,
                the “Termination
                Assistance Services”).

            


    

     

    
      	 	
              (b)

            	
              During
                the Termination
                Assistance Period,
                Company
                will
                pay Service
                Provider:
                (i)
                for
                continued performance of the expired or
                terminated
                In-Scope
                Services,
                the Service Charges applicable to those In-Scope
                Services as
                set forth in the Charges
                Schedule, provided that in the event of Termination
                Assistance Services upon
                expiration of the Agreement,
                the Service Charges applicable to the expired In-Scope
                Services at
                the end of the applicable SOW Term or
                any
                extension
                period to the SOW Term will
                apply; and (ii)
                for
                activities associated with the transition of In-Scope
                Services to
                Company
                or
                a
                Successor
                Service Provider that
                are not within the scope of the In-Scope
                Services,
                on a time and materials basis at the then-current hourly
                rates.

            


    

     

    
      	 	
              (c)

            	
              The
                terms of this Agreement
                will
                govern the provision of In-Scope
                Services and
                the conduct of the parties
                during
                the Termination
                Assistance Period. Without limiting the generality of the foregoing,
                the
                Service Level Agreement and Service Level Credits will also continue
                to
                apply during the Termination
                Assistance Period.

            


    

     

    
      	
              15.5.

            	
              License
                Termination and Exit Rights. Upon
                the expiration or termination of this Agreement and any Termination
                Assistance Services for any reason, the licenses granted to Service
                Provider pursuant to this Agreement shall automatically terminate
                and
                Service Provider and Company further agree to implement, respectively,
                those items and matters set forth on Schedule
                15.6
                attached hereto.

            


    

     

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              15.6.

            	
              Abandonment
                of Agreement.
                Service Provider acknowledges that its abandonment of this Agreement
                could
                cause irreparable harm, the amount of which may be extremely difficult
                to
                estimate, thus making any remedy at law or in damages inadequate.
                Service
                Provider therefore agrees that Company will have the right to apply
                to any
                court of competent jurisdiction for a temporary or provisional order
                restraining any such abandonment of this Agreement by Service Provider,
                without the necessity of posting bond. This right will be in addition
                to
                any other remedy available under this
                Agreement.

            


    

     

    
      	
              15.7.

            	
              Survival
                of Provisions.
                Upon the expiration or termination of this Agreement for any reason,
                the
                provisions of Articles VIII, IX, X, XI, XII, XIII, XIV, XV, XVI,
                XVII, and
                IX and Sections 6.3, 6.4, 6.5 and 6.6 shall survive
                indefinitely.

            


    

     

    ARTICLE
      XVI

    DISPUTES

     

    
      	
              16.1.

            	
              Disputes
                In General.
                The Parties will resolve all Disputes
                in
                accordance with the procedures described in Schedule
                16.1 (the
                “Dispute
                Resolution Procedures”).

            


    

     

    
      	
              16.2.

            	
              Continued
                Performance.
                Except where prevented from doing so by the matter in Dispute,
                Service
                Provider agrees
                to continue performing its obligations under this Agreement
                while
                any good faith Dispute
                is
                being resolved unless and until such obligations are terminated by
                the
                termination or
                expiration
                of this Agreement.

            


    

     

    ARTICLE
      XVII

    BUSINESS
      CONTINGENCIES

     

    
      	
              17.1.

            	
              Disaster
                Recovery Services.

            


    

     

    
      	 	
              (a)

            	
              Disaster
                Recovery Plan.
                Throughout the term of this Agreement, as part of the Services, Service
                Provider shall maintain a disaster recovery plan appropriate
                to the provision of the In-Scope Services and as attached hereto
                as
                Schedule
                17.1,
                (the
                “Disaster
                Recovery Plan”)
                and the capacity to execute and perform such plan. Service
                Provider will
                perform testing of the Disaster
                Recovery Plan at
                least once each year
                in
                accordance with the Charges Schedule, and will provide the
                test results to Company.

            


    

     

    
      	 	
              (b)

            	
              Disaster
                Recovery Procedures.
                Upon Service
                Provider’s
                determination of a disaster or
                the
                possibility of the occurrence of a disaster situation, Service
                Provider will
                promptly notify Company
                and
                institute the Disaster
                Recovery Plan.
                During
                a disaster, Service
                Provider will
                not give greater priority to any of its other customers in its recovery
                efforts than it gives to Company.
                Either party
                may
                retain a Third
                Party to
                provide In-Scope
                Services in
                the event that a disaster lasts in excess of ** consecutive hours,
                or
                  more
                than ** hours during any **
                day period,
                and Service Provider will be liable for payment for such replacement
                services from the Third Party for so long as the disaster continues.
                Company will continue to pay Service Provider the appropriate Service
                Charges for the In-Scope Services during such time and in accordance
                with
                the Charges Schedule.

            


    

     

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              17.2.

            	
              Force
                Majeure.

            


    

     

    
      	 	
              (a)

            	
              If
                Service Provider is rendered unable, wholly or in part, by a Force
                Majeure
                Event, to carry out some or all of its obligations under this Agreement
                or
                a Statement(s) of Work, then during the continuance of such inability,
                the
                obligation of the Service Provider to perform the obligations so
                affected
                shall be suspended. The Service Provider shall promptly notify Company
                verbally (to be confirmed in writing within twenty-four (24) hours
                of the
                inception of the event) of the occurrence of the Force Majeure Event,
                which Notice shall include information with respect to the nature,
                cause
                and date of commencement of the occurrence(s), and the anticipated
                scope
                (and the obligations, the performance of which are thereby delayed)
                and
                duration of the delay. The Service Provider shall continue to use
                commercially reasonable efforts to mitigate the impact or consequence
                of
                the event on the unaffected party and to recommence performance whenever
                and to whatever extent possible without delay. Upon the conclusion
                of a
                Force Majeure Event, the affected party shall, with all reasonable
                dispatch, take all necessary steps to resume the obligation(s) previously
                suspended. Notwithstanding the foregoing, Service Provider’s performance
                of any of its obligations under this Agreement shall not be suspended
                or
                excused pursuant to this Section 17.2 if Service Provider could end
                or
                reduce the effect of the Force Majeure Event by complying with a
                provision
                in the Disaster Recovery Plan. Subject to paragraph (c) below, in
                the
                event of any Force Majeure Event, Company shall not pay any Service
                Charges in respect of the Services so
                affected.

            


    

     

    
      	 	
              (b)

            	
              If
                a Force
                Majeure Event substantially
                prevents, hinders or
                delays
                Service
                Provider’s
                performance of any In-Scope
                Services for
                more than ** consecutive hours, or
                more
                than ** hours in a **
                period,
                then Company
                may
                procure replacement services from an alternate source, and Service
                Provider will
                be liable for payment for such replacement services from the alternate
                source for so long as the delay in performance continues.

            


    

     

    ARTICLE
      XVIII

    AFFECTED
      EMPLOYEES

     

    
      	
              18.1

            	
              Affected
                Employees.
                Company may agree in any SOW to provide Service Provider with the
                opportunity to offer employment to certain of the employees of Company
                in
                connection with the execution of the Agreement and one or more SOW
                (the
                “Affected Employees”). In such event, the relevant SOW shall incorporate
                the provisions set forth in the “Affected
                Employees Provisions”
                Schedule
                18.1
                and such other provisions as may be agreed by the
                Parties.

            


    

     

    ARTICLE
      XIX

    MISCELLANEOUS

     

    
      	
              19.1.

            	
              Assignment.
                This Agreement will be binding upon and inure to the benefit of the
                parties and their respective successors and permitted assigns. Except
                as
                provided in Article VII, neither party shall assign this Agreement
                or any
                part hereof or any benefit or interest herein without the prior written
                Consent of the other party, except that Company
                may
                assign its rights and delegate its duties and obligations under this
                Agreement
                to
                one or more of its Affiliates and/or as part of the sale or
                transfer
                of all or
                substantially
                all of its assets and business, including
                by
                merger or
                consolidation
                to a Person
                that
                assumes and has the ability to perform Company’s
                duties and obligations under this Agreement.
                Any attempted assignment or
                delegation
                of any rights, duties, or
                obligations
                in violation of this Section will
                be invalid and without effect.

            


    

     

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              19.2.

            	
              General
                Principles Regarding Service Provider Personnel.
                The personnel assigned to the Company account will be and remain
                employees
                of Service Provider, and Service Provider will provide for and pay
                the
                compensation and other benefits of such personnel, including salary,
                health, accident and workers’ compensation benefits and all taxes and
                contributions that an employer is required to pay (or withhold) with
                respect to the employment of
                employees.

            


    

     

    
      	
              19.3.

            	
              Relationship
                of Parties.
                In connection with this Agreement, each party is an independent
                contractor; each has sole authority and control of the manner of,
                and is
                responsible for, its performance of this Agreement.
                This Agreement does not and shall not be deemed to create a joint
                venture,
                partnership, fiduciary or agency relationship between the parties
                for any
                purpose. Neither party
                may
                create or
                incur
                any liability or
                obligation
                for or
                on
                behalf of the other party,
                except as described in this Agreement.
                

            


    

     

    
      	
              19.4.

            	
              Notice.
                Wherever under this Agreement one party is required or permitted
                to give
                notice to the other party (and no specific person is named as the
                appropriate recipient of such notice), such notice (“Notice”)
                shall be in writing and shall be delivered personally, sent by nationally
                recognized express courier or sent by registered or certified mail
                (return
                receipt requested and postage prepaid). Any such Notice shall be
                deemed
                given when actually received and shall be addressed as
                follows:

            


    

     

    In
      the
      case of Company:

     

    Eurobancshares,
      Inc.

    Carr
      #1

    Km.
      24.5

    San
      Juan,
      Puerto Rico 00920

    Attn:
      Noel Aponte, CIO-VP, IT

    


    with
      a
      copy (which shall not constitute effective notice) to:

    


    Eurobancshares,
      Inc.

    Carr
      #1

    Km.
      24.5

    San
      Juan,
      Puerto Rico 00920

    Attn:
      Felix Leon, Chief Operating Officer

    


    and
      with
      a copy (which shall not constitute effective notice) to:

     

    Hunton
      & Williams LLP

    1445
      Ross
      Avenue

    Suite
      3700

    Dallas,
      Texas 75202-2799

    Attn:
      Peter G. Weinstock

    Telecopy:
      (214) 468-3599


     

    In
      the
      case of Service Provider:

     

    Telefonica
      Empresas

    Metro
      Office Park

    17
      Street
      2 Suite 600

    Guaynabo,
      PR 00968 

    Telecopy:
      1-787-273-5561 Fax 

    Attn:
      Adolfo Montenegro, Vice President - GM

     

    
      
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    with
      a
      copy (which shall not constitute effective notice) to:

    


    Telefonica

    1111
      Brickell Ave

    10th
      Floor

    Miami,
      FL, 33131

    Telecopy:
      1-305-925-5238

    Attn:
      Joanna Romano, Legal Director

    


    Either
      party from time to time may change its address or
      designee
      for notification purposes by giving the other party
      Notice of
      the
      new address (which
      new address must be within the United States) or designee
      and the date upon which such change will become effective.

     

    
      	
              19.5.

            	
              Severability.
                If any term, provision, or restriction of this Agreement or any schedule
                hereto is held by a court or panel of competent jurisdiction to be
                invalid, illegal, void or unenforceable, the remainder of the terms,
                provisions, covenants and restrictions of this Agreement and such
                schedules shall remain in full force and effect and shall in no way
                be
                affected, impaired or invalidated, and applicable term, provision
                or
                restriction of this Agreement will be deemed to be restated to reflect
                the
                original intentions of the parties as nearly as possible in accordance
                with applicable law.

            


    

     

    
      	
              19.6.

            	
              No
                Third Party Beneficiaries.
                Nothing contained in this Agreement is intended or shall be construed
                to
                confer upon any Person (other than the parties hereto and the Company
                Indemnitees specifically identified in Article VII, and Company’s
                Affiliates entitled to receive Services hereunder) any rights, benefits
                or
                remedies of any kind or character whatsoever, or to create any obligations
                of a party to any such Person, including to any suppliers, customers
                or
                subcontractors of a party.

            


    

     

    
      	
              19.7.

            	
              Publicity.
                Service Provider shall not make any press releases, public announcements
                or similar public disclosure relating to this Agreement or its subject
                matter, including promotional or marketing material without Company’s
                Consent. 

            


    

     

    
      	
              19.8.

            	
              Amendment;
                Waiver.
                Other than in accordance with the Change Control Procedures, this
                Agreement may not be modified or amended except by a written instrument
                executed by or on behalf of each of the parties to this Agreement.
                Unless
                otherwise expressly provided in this Agreement,
                a
                delay or
                omission
                by either party
                in
                exercising any right or
                power
                under this Agreement
                will
                not be construed to be a waiver thereof. No waiver of any breach
                of any
                provision of this Agreement
                will
                constitute a waiver of any prior, concurrent or
                subsequent
                breach of the same or
                any
                other provision hereof.

            


    

     

    
      	
              19.9.

            	
              Entire
                Agreement.
                This Agreement (including the Schedules hereto and the SOWs hereunder,
                each of which is incorporated herein by reference) constitute the
                entire
                agreement among the parties with respect to the subject matter hereof
                and
                supersedes all prior and contemporaneous agreements and understandings,
                whether written or oral, among the parties with respect to such subject
                matter.

            


    

     

    
      
        Confidential

        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              19.10.

            	
              Governing
                Law.
                This Agreement will be governed by and construed in accordance with
                the
                substantive laws of the
                state of Florida, without giving effect to any choice-of-law rules
                that
                may require the application of the laws of another jurisdiction.
                Subject
                to the Dispute Resolution Procedures set forth in Article XVI above,
                the
                parties
                consent
                to venue in the Commonwealth of Puerto Rico and to the nonexclusive
                jurisdiction of the United
                States District Court for the
                Commonwealth of Puerto Rico and
                of any court situated in San
                Juan, Puerto Rico, for all litigation which may be brought with respect
                to
                the terms of, and the transactions and relationships contemplated
                by, this
                Agreement.
                The parties
                further
                consent to the jurisdiction of any court located within a district
                that
                encompasses assets of a party
                against
                which a judgment or award has been rendered for the enforcement of
                such
                judgment or
                award
                against the assets of such party.

            


    

     

    
      	
              19.11.

            	
              Counterparts.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed to be an original, but all of which together shall
                constitute one instrument binding on the parties, notwithstanding
                that
                both parties are not signatories to the original or the same
                counterpart

            


    

     

    ARTICLE
      XX

    TRANSFER
      AND MANAGEMENT OF THIRD PARTY SERVICE CONTRACTS

     

    
      	
              20.1

            	
              Transfer
                and Management of Third Party Agreements.
                Certain SOWs may require the transfer of Company equipment, software,
                or
                third party agreements to the Service Provider and/or the management
                of
                Company equipment, software or third party agreements by the Service
                Provider. All such transfer or management responsibilities will be
                identified in the particular SOW, and the SOW shall contain additional
                terms and conditions with respect to such
                assets.

            


    

     

    ARTICLE
      XX

    DEFINITIONS

     

    “Affiliate”
      means,
      with respect to any Person
      directly
or
      indirectly
      controlling, controlled by or
      under
      common control with such Person.
      

     

    “Agreement”
      has the
      meaning set forth in the introductory paragraph.

     

    “Audit”
      means,
      collectively and individually, Company Audits, Service Provider Audits,
      Operational Audits, Financial Audits and Regulatory Audits.

     

    “Business
      Day”
      means
      each Monday
      through
      Friday,
      other
      than national holidays recognized by Company.

     

    “Change”
      means:
      (1)
      any
      change to
      (a)
the
      Services
      or any
      of the processes or procedures used to perform the Services, or
      (b)
the
      Service Level Agreement;
      (2)
      any
      change to (a)
      the
      Service
      Locations, (b)
      the
      Security
      Requirements,
      Company
      Regulatory Requirements,
      Service
      Provider Regulatory
      Requirements,
      or (c)
      the Disaster Recovery Plan; (3)
      any
      change that disrupts the provision of the Services;
      or
      (4)
      any
      amendment, modification, addition or
      deletion
      proposed by a party
      to
      this
Agreement.

     

    “Company
      Data”
      means
      the
      following data, whether provided or
      produced
      before, on, or
      after
      the
Effective
      Date:

     

    
      	
              (a)

            	
              All
                data that is provided by or
                on
                behalf of Company
                to
                Service
                Provider in
                order for Service
                Provider to
                provide the In-Scope
                Services,
                including
                keyed
                input and electronic capture of information by the In-Scope
                Services;

            


    

     

    
      
        Confidential

        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              All
                data that is provided by or
                on
                behalf of Service
                Provider to
                Company
                by
                means of the In-Scope
                Services,
                including
                reports;

            


    

     

    
      	
              (c)

            	
              Consumer
                Information; and

            


    

     

    
      	
              (d)

            	
              All
                data that is produced by means of the In-Scope
                Services as
                an intermediate step in using or
                producing
                any of the Company
                Data,
                including
                databases
                and files containing Company
                Data.

            


    

     

    “Company
      Software”
      shall
      have the meaning given in Statement of Work Number 1.

     

    “Consent”
      means
      consent, approval, authorization, clearance, exemption, waiver, or
      similar
      affirmation by a
      party
given
      in
      accordance with the Agreement.
      

     

    “Consumer
      Information”
      shall
      mean all records, files, reports and other data relating to Company’s customers
      provided to Service Provider by or on behalf of Company, its Affiliates or
      business partners, or otherwise collected or obtained by Service Provider,
      in
      connection with the In-Scope Services, including but not limited to, customer
      accounts, customer names, addresses and social security numbers, as well as
      any
      information derived therefrom.

     

    “Contract
      Managers”
      means
      the Service
      Provider Project Manager and
      Company
      Contract Manager.

     

    “Dispute”
      means
      any
      dispute, claim or
      controversy
      of any kind or
      nature
      arising under or
      in
      connection with the Services
      or
      otherwise
      in connection with the Agreement
      or
      the
      transactions contemplated thereby (including
      disputes
      as to the Services,
      billing, or
      the
      creation, validity, interpretation, breach or
      termination
      of the Agreement).

     

    “Force
      Majeure Event”
      means an
      event(s) meeting both of the following criteria:

     

    
      	
              (a)

            	
              Caused
                by any of the following: (w) catastrophic weather conditions or other
                extraordinary elements of nature or acts of God; (x) acts of war
                (declared
                or undeclared), acts of terrorism, insurrection, riots, civil disorders,
                rebellion or sabotage; (y) failures of telecommunications providers
                or
                other utilities; and (z) changes in Law or acts of or failure to
                act by
                any federal, provincial, local or foreign Governmental Authority;
                provided,
                however,
                that the parties expressly acknowledge and agree that Force Majeure
                Events
                do not include (i) vandalism, (ii) Service Provider’s inability to obtain
                hardware, software, on its own behalf or on behalf of Company, or
                its
                inability to obtain or retain sufficient qualified personnel, (iii)
                the
                non-performance of subcontractors or agents relied on for the delivery
                of
                the Services, or (iv) any failure to perform caused solely as a result
                of
                a party’s lack of funds or financial ability or capacity to carry on
                business; and

            


    

     

    
      	
              (b)

            	
              The
                non-performing party is without fault in causing or failing to prevent
                the
                occurrence of such event, and such occurrence cannot be circumvented
                by
                reasonable precautions and could not have been prevented or circumvented
                through the use of commercially reasonable alternative sources, workaround
                plans or other means (including, with respect to Service Provider,
                by
                Service Provider meeting its security and disaster recovery obligations
                described in this Agreement).

            


    

     

    
      
        Confidential

        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    “Governmental
      Approval”
      means
      any license, consent, permit, approval, or authorization of any Governmental
      Authority, or any notice to any Governmental Authority, the granting of which
      is
      required by Law, Service Provider Regulatory Requirements or Company Regulatory
      Requirements, for the consummation of the transactions contemplated by this
      Agreement.

     

    “Governmental
      Authority”
      means
      any
      nation or
      government,
      any federal, state, province, territory, city, town, municipality, county,
      local
or
      other
      political subdivision thereof or
      thereto,
      any quasi-governmental authority, and any court, tribunal, arbitral body,
      taxation authority, department, commission, board, bureau, agency,
      instrumentality thereof or
      thereto
      or
      otherwise
      which exercises executive, legislative, judicial, regulatory or
      administrative
      functions of or
      pertaining
      to government.

     

    “Increased
      Impact Level”
      shall
      mean those Service Levels identified as such on a Service Level
      Agreement.

     

    “Indemnifiable
      Loss”
      means
      losses, claims, obligations, demands, assessments, fines and penalties (whether
      civil or
      criminal),
      liabilities, expenses and costs (including
      reasonable
      fees and disbursements of legal counsel, accountants and other advisors
or
      consultants)
      actually suffered or
      incurred
      by a Person
      relating
      to any act or omission of a party
      for
      which
      the other party
      may
      seek
      indemnification under the Agreement. 

     

    “Intellectual
      Property Rights”
      means
      all
      intellectual property rights, including
      (i)
      any
      patent, patent application, trademark (whether registered or
      unregistered),
      trademark application, trade name, service mark (whether registered
or
      unregistered),
      service mark application, copyright (whether registered or
      unregistered),
      copyright application, trade
      secret,
      Confidential
      Information,
      know-how, process, technology, development tool, ideas, concepts, design right,
      moral right, data base right, methodology, algorithm or
      invention,
      (ii)
      any
      right
      to use or
      exploit
      any of the foregoing, and (iii)
      any
      other
      proprietary right or
      intangible
      asset (including
      software).

     

    “Law”
      means
      all applicable laws (including
      those
      arising under common law), statutes, codes, rules, regulations, reporting
or
      licensing
      requirements, ordinances and other pronouncement having the effect of law of
      the
United
      States,
      Puerto
      Rico, any foreign country or
      any
      domestic or
      foreign
      state, county, city or
      other
      political subdivision, including
      those
      promulgated, interpreted or
      enforced
      by any governmental or
      regulatory
      authority.

     

    “Liabilities”
      means
      any direct or
      indirect
      indebtedness,
      guaranty, endorsement, claim, loss, damage, penalty, deficiency, assessment,
      Taxes,
      cost,
      expense (including
      reasonable
      attorneys’ fees and reasonable costs of investigation litigation and
      settlement), obligation, disgorgement or
      responsibility,
      fixed or
      unfixed,
      known or
      unknown,
      asserted or
      unasserted,
      liquidated or
      unliquidated,
      secured or
      unsecured.

     

    “Losses”
      means
      all Liabilities,
      judgments, claims, settlements, losses, damages, charges, liens, Taxes,
      penalties, obligations and expenses. 

     

    “PCAOB”
      means
      the
      Public Company Accounting Oversight Board.

     

    “Person”
      means an
      individual, corporation, limited liability company, partnership, trust,
      association, joint venture, unincorporated organization or
      entity
      of
      any kind or
      nature,
      or
      a
      Governmental
      Authority.

     

    “Regulatory
      Requirements”
      means
      the Service Provider Regulatory Requirements and the Company Regulatory
      Requirements.

     

    “Security
      Requirements”
      means
      the security requirements set forth in Section 3.7.

     

    
      
        Confidential

        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    “Service
      Acceptance Date” the
      date
      when Company accepts an In-Scope Service in accordance with the Transition
      Plan.

     

    “Service
      Level Credit”
      means
      the credit due to Company in the event of a Performance Failure, as calculated
      in accordance with Section 4.3(a).

     

    “Service
      Provider Entity” means
      Service Provider, any Service Provider Affiliate or any subcontractor of Service
      Provider or any Service Provider Affiliate, or any of their respective employees
      or agents.

     

    “Services”
      means,
      collectively, (i) the Transition Services in accordance with Article II, (ii)
      the In-Scope Services in accordance with Section 3.1, (iii) the Termination
      Assistance Services in accordance with Section 15.4, and (iv) any other services
      referenced or set forth in this Agreement.

     

    “Software” or
      “software”
      means
      any computer programming code consisting of instructions or
      statements
      in a form readable by individuals (source code) or
      machines
      (object code), and documentation
      and
      supporting materials therefor, in any form or
      medium,
      including
      electronic
      media.

     

    “SOW
      Effective Date”
      means,
      with respect to a SOW, the effective date of such SOW, as set forth on such
      SOW.

     

    “Statement(s)
      of Work”
      means
      the statements of work attached hereto describing the In-Scope Services as
      set
      forth in Section 3.1
      and
      any additional statements of work expressly referencing this Agreement,
      describing new services, agreed upon and duly executed by the parties during
      the
      Agreement Term, and attached hereto. 

     

    “Successor
      Service Provider”
      means
      a
Person
      that
      provides services to Company
      similar
      to the In-Scope
      Services following
      the termination
      or expiration of the Agreement.

     

    “Tax”
      or “Taxes” means
      any
      federal, state, provincial, county, municipal, local, or foreign tax, charge,
      fee, levy, impost, duty, or other assessment, including income, gross receipts,
      excise, employment, sales, use, consumption, transfer, recording, license,
      goods
      and services, harmonized sales, payroll, franchise, severance, documentary,
      stamp, occupation, windfall profits, environmental, federal highway use,
      commercial rent, customs duty, capital stock, paid-up capital, profits,
      withholding, Social Security, single business, unemployment, disability, real
      property, personal property, registration, ad valorem, value added, alternative
      or add-on minimum, estimated, or other tax or governmental fee of any kind
      whatsoever, imposed or required to be withheld by any Governmental Authority
      that is currently in effect or may become effective during the Agreement Term,
      including any interest, penalties, and additions imposed thereon or with respect
      thereto.

     

    “Third
      Party”
      means
      a
Person
      other
      than a party.

     

    “Third
      Party Claim”
      means
      any
      claim, demand, action, cause of action or other proceeding asserted
by
      a
Person
      other
      than a party
      or
      such
      party’s
      Affiliates,
      whether
      by legal process or otherwise.

     

    “Transition
      Period”
      means,
      with respect to a Service, the period of time beginning on the applicable SOW
      Effective Date for the Service and ending on the applicable Service Acceptance
      Date.

     

    
      
        Confidential

        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of
      the
      parties hereto as of the Effective Date.

     

    
      	 	 	 
	 	
              Eurobancshares,
                Inc.

            
	 
 	 
 	 
 
	
            	By:	/s/
              Rafael Arrillaga Torrens, Jr.
	 	 	
              

            
	 	Name:	
              Rafael
                Arrillaga Torrens, Jr. 

            
	 	 	
              
                

              

            
	 	Title:	President
              and CEO
	 	
              
                

              

            


    

    
       

      
        	 	 	 
	 	
                
                  Telefonica
                    USA, Inc.

                

              
	 
 	 
 	 
 
	
              	By:	
                /s/
                  Pete
                  R. Pizarro

              
	 	 	
                

              
	 	Name:	
                Pete
                  R. Pizarro

              
	 	 	
                
                  

                

              
	 	Title:	
                CEO 

              
	 	
                
                  

                

              


      

       

      
        
          Confidential

          
          

        

        
          34