Exhibit
10.2


 


DATED  12
OCTOBER 2000


 


 


 


(1) HAVANT INTERNATIONAL LIMITED


 


- and -


 


(2) HAVANT INTERNATIONAL HOLDINGS LIMITED


 


 


 












 


SERVICES AGREEMENT


 












 


 


 


[DLA
LOGO]


 

















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  UNDERTAKINGS AND
  RESPONSIBILITIES OF THE PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  STANDARD
  OF SERVICE

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  LIMITATION
  OF LIABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  VAT

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  CONFIDENTIALITY

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  IMPROVEMENTS AND
  MODIFICATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  NATURE OF
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  DEFAULT
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  TERMINATION
  FOR BREACH

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  NO PARTNERSHIP

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  ENTIRE
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  AGREEMENT CONTINUES IN
  FORCE

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  SEVERABILITY

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  VARIATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  GOVERNING LAW

  	
   

  



 

















 


THIS SERVICES AGREEMENT is made on 12 OCTOBER 2000


 


BETWEEN:


 


(1)           HAVANT INTERNATIONAL LIMITED
a
company registered in England and Wales with company number 3134912 whose
registered office is at Langstone Road, Havant, Hampshire PO9 ISA (“HIL”)


 


(2)           HAVANT INTERNATIONAL
HOLDINGS LIMITED a company registered in England and Wales with company number 02986793
whose registered office is at Langstone Road, Havant, Hampshire PO9 ISA (“HIHL”).


 


WHEREAS:


 


(A)         Pursuant to the
terms of the Memoranda of Transfer HIL has agreed to transfer by means of a
dividend in specie to HIHL the Businesses previously operated within HIL
together with certain assets used therein.


 


(B)          One of the terms
of the Memoranda of Transfer is that the parties hereto enter into this
Services Agreement pursuant to which (i) HIL (or its associates) will supply or
perform (as the case may be) certain goods or services for the benefit of HIHL
and (ii) HIHL will supply or perform (as the case may be) certain goods or
services for the benefit of HIL, each upon and subject to the terms and
conditions hereafter appearing.


 


IT IS HEREBY AGREED as follows:-


 


1.            DEFINITIONS AND INTERPRETATION


 


1.1           In this Agreement
the following words and expressions shall (except where the context otherwise
requires) have the following meanings:-


 


“Building Services” means those
Services included in Part 3 of Schedule B;


 


“Business Day” means a day not
being a Saturday or Sunday or public holiday on which banks are open for
business in the City of London;


 


“Businesses” means the MSD Business and the Property
Business;


 


“Central Services” means those
Services included in Part 1 of Schedule B;


 


1

















 


“Contract Worker” means a person
(if any) whose services are provided to either HIL or HIHL by agencies on a
contracted-in basis and who are not employees of either HIL or HIHL;


 


“Finance Services” means the
Services described in Part 2 of Schedule A;


 


“Group Services” means the Services
described in Part 3 of Schedule A;


 


“HIL Group” means HIL and any undertaking which in
relation to HIL is a wholly-owned subsidiary undertaking from time to time;


 


“Improvement” means any development, enhancement or
derivative of a Service, or its operation, provision, replacement,
implementation or design which would make such Service cheaper, more effective
or more useful;


 


“Information Systems Services” means the
Services described in Part 4 of Schedule A;


 


“Intellectual Property” includes patents,
inventions, know-how, trade secrets and other confidential information
registered designs, copyrights, design rights, rights affording equivalent
protection to copyright and design rights, topography rights, trade marks,
service marks, business names, trade names, moral rights, registration of an
application to register any of the aforesaid items, rights in the nature of any
of the aforesaid items in any country, rights in the nature of unfair
competition rights and rights to sue for passing-off;


 


“Memoranda of Transfer” means the MSD
Memorandum of Transfer and the Property Memorandum of Transfer;


 


“month” means a calendar month;


 


“MSD Business” means the
business and assets of the manufacturing services division of HIL;


 


“MSD Memorandum of Transfer” means the
memorandum of transfer relating to the transfer of the MSD Business from HIL to
HIHL to be executed at the date hereof;


 


2

















 


“parent undertaking and subsidiary undertaking” means each such
expression shall bear the meaning ascribed thereto in the Companies Act 1985 as
amended.


 


“Personnel Services” means the
Services described in Part 1 of Schedule A;


 


“Property Business” means the
business and assets of the property division of HIL;


 


“Property Memorandum of Transfer” means the
memorandum of transfer relating to the transfer of the property business from
HIL to HIHL to be executed at the date hereof;


 


“Quarter” means each period of 3 months commencing on
1st December, 1st March, 1st June and 1st
September in each year;


 


“Service(s)” means all and, where appropriate, any of
the following:


 


Building Services


Central Services


Finance Services


Group Services


Information Systems Services


Personnel Services


Warehousing Services


 


“Warehousing Services” means the
Services described in Part 2 of Schedule B.


 


1.2           In this Agreement
words incorporating the masculine gender only include the feminine and neuter
genders and words incorporating the singular number only include the plural and
vice versa.


 


1.3           Unless otherwise
stated, references to recitals, clauses, sub-clauses and schedules are
references to recitals, clauses and sub-clauses of and schedules to this
Agreement. Schedules A and B shall form part of this Agreement.


 


1.4           The index and
clause headings are for ease of reference only and shall not affect the
construction or interpretation of this Agreement.


 


3

















 


1.5           Any reference to
either of the parties hereto shall include their respective successors and
assignees.


 


1.6           References to
writing shall include typewriting, printing, lithography, photography and
facsimile messages and other modes of reproducing words in a legible and
non-transitory form.


 


2.            SERVICES


 


2.1           With effect from
the date hereof HIL shall (or shall procure that the relevant member of the HIL
Group shall) provide to HIHL the Services specified in Schedule A upon the
terms of this Agreement (including Schedule A).


 


2.2           With effect from
the date hereof HIHL shall provide to HIL the Services specified in the
Schedule B upon the terms of this Agreement (including Schedule B).


 


2.3           Subject to the
provisions of clause 11 each of the Services will be provided upon the terms of
this Agreement for a period of two years from the date hereof save that either
HIHL or HIL may terminate any of the Services upon three months notice in
writing to HIL or HIHL (as appropriate).


 


2.4           The price for
each of the Services (excluding VAT) shall be such market rate as is negotiated
between HIHL and HIL from time to time.


 


2.5           The consideration
payable in relation to each of the Services from time to time as provided in
clause 2 shall be payable on a monthly basis invoiced at the end of each month
with payment due on the 21st day of each month after delivery of the
monthly invoice to such accounts as the parties may notify in writing to each
other from time to time provided that at least 3 business days’ notice of a
change in account details is given before such change is to take effect.


 


2.6           During any period
of notice of termination or variation of any of the Services the relevant
Service will be provided and paid for at the level and cost applicable
immediately prior to the service of such notice.


 


2.7           Each party shall
not be obliged to incur any expenditure or liability on behalf of the other
party unless payment has been made in full or otherwise secured to the


 


4

















 


reasonable satisfaction of HIL or HIHL (as
appropriate) by payment of the monies required to fund that expenditure or
satisfy that liability.


 


3.             UNDERTAKINGS AND RESPONSIBILITIES OF THE PARTIES


 


3.1           The parties shall
use all reasonable endeavours to procure that all existing external suppliers
of products and services included with the Services will agree to provide HIHL
in relation to Schedule A and HIL in relation to Schedule B with such
products and services through existing contracts with members of the HIL Group
or with HIHL (as appropriate) on the same terms and conditions and:-


 


3.1.1        HIHL shall
indemnify HIL (and keep HIL indemnified) (for itself and as a trustee for each
and every member of the HIL Group) in respect of all and any costs, claims,
actions and expenses incurred by HIL (or the member or members of the HIL Group
as the case may be) thereunder insofar as the same shall arise out of the
provision of the Services described in Schedule A.


 


3.1.2        HIL shall
indemnify HIHL (and keep HIHL indemnified) in respect of all and any costs,
claims, actions and expenses incurred by HIHL thereunder insofar as the same
shall arise out of the provision of the Services described in schedule B.


 


3.2           The parties
undertake to negotiate in good faith in respect of any requests for changes to
the Services.


 


3.3           HIHL undertakes
to provide to HIL all such information and data as HIL shall from time to time
reasonably require and shall have requested upon reasonable notice in order to
enable HIL to provide the Services described in Schedule A.


 


3.4           HIL undertakes to
provide to HIHL all such information and data HIHL shall from time to time
reasonably require and shall have requested upon reasonable notice in order to
enable HIHL to provide the Services described in Schedule B.


 


3.5           Each party shall
be entitled to assume that all information provided to it by the other in
connection with the provision of the Services is true, accurate and complete in
all material respects.


 


5

















 


4.            STANDARD OF SERVICE


 


4.1           HIL warrants and
undertakes to HIHL that it will at all times exercise reasonable care and skill
in the provision of the Services described in Schedule A.


 


4.2           HIHL warrants and
undertakes to HIL that it will at all times exercise reasonable care and skill
in the provision of the Services described in Schedule B.


 


5.            LIMITATION OF LIABILITY


 


5.1           The provisions
set out in this clause 5.1 shall apply to either HIL and/or HIHL as if either
were the Defendant or the Claimant (as such terms are defined below) as
appropriate;


 


5.1.1        One party (the “Defendant”) shall not be
liable to the other party (the “Claimant”) for any loss or damage caused by or arising out of
or in connection with:-


 


5.1.1.1     any opinion or
advice given by any employee, consultant or Contract Worker of HIHL or an HIL
Group company (as appropriate) whether orally or in writing and whether given
in his own name or in the name of HIHL, HIL or any member of the HIL Group (as
appropriate) whether as part of the provision of the Services or otherwise; or


 


5.1.1.2     the provision of
the Services provided that HIL or HIHL (as appropriate) can show that it
complied with its warranty and undertaking in clause 4 above;


 


whether such claim arises in tort or contract or
otherwise PROVIDED ALWAYS THAT the Defendant shall without prejudice to the
Claimant’s right to claim against the Defendant under clause 4 give the
Claimant all reasonable assistance in prosecuting any action or claim it may
have against any external supplier of the Services or any of them, but at the
Claimant’s sole cost (including the Defendant’s out-of-pocket expenses). The
Claimant hereby agrees to indemnify the Defendant and keep the Defendant
indemnified against all claims, costs, actions and expenses incurred or


 


6

















 


suffered by HIL as a result of any such
prosecution. These limitations shall not apply to the extent they would prevent
an action being brought against a third party in contract.


 


5.1.2        To the extent
possible the Defendant shall use its reasonable endeavours to put the Claimant
in the same contractual position as the Defendant vis-à-vis third party
suppliers of Services.


 


5.2           Notwithstanding
any other provision of this Agreement, neither party shall be liable to other
party for any indirect, special or consequential damage or loss suffered or
incurred by such other party arising out of any breach of this Agreement and
for the purposes of this Agreement indirect, special or consequential damage or
loss shall include, but not be limited to, damage to or loss of data or other
equipment or property, economic loss or damage, damage to or loss of profits,
interest, business revenue, anticipated savings, business, goodwill and the
incurring of liability for loss or damage of any nature whatsoever suffered by
third parties (including in each case incidental and/or punitive damages), even
if either party is advised in advance of the possibility of any such losses
and/or damages.


 


5.3           Notwithstanding
any other terms of this Agreement each party’s total maximum liability to the
other party for any claim made hereunder in respect of a particular Service
shall be limited to the aggregate quarterly amount payable by HIHL in respect
of Schedule A and HIL in respect of Schedule B in respect of that
Service under this Agreement at the date upon which the claims shall have
arisen.


 


5.4           The parties shall
not be liable to each other or be deemed to be in breach of this Agreement by
reason of any delay in performing, or any failure to perform, any of its
obligations in relation to the Services, if the delay or failure is beyond the
relevant party’s reasonable control. 
Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond reasonable control:


 


5.4.1        Act of God, explosion, flood, tempest, fire
or accident;


 


5.4.2        war or threat or war, sabotage, civil
disturbance or requisition;


 


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5.4.3        compliance with
any acts, restrictions, regulations, bye-laws, prohibitions or measures of any
kind on the part of any governmental, parliamentary or local authority;


 


5.4.4       compliance with any import or export
regulations or embargoes;


 


5.4.5        strikes,
lock-outs or other industrial actions or trade disputes (whether involving
employees of the parties or of a third party);


 


5.4.6        difficulties in
obtaining raw materials, labour (including illness and injury), fuel, parts of
machinery (provided such machinery had, in the past, been adequately
maintained); and


 


5.4.7        power failure or
breakdown in machinery (provided such machinery had, in the past, been
adequately maintained).


 


5.5           Each party shall
take all such reasonable steps as it is able to bring to an end as quickly as
possible any event contemplated in clause 5.4 which leads to delay in it
performing or failure to perform any of its obligations in relation to the
Services and shall use its reasonable endeavours to find a solution by which
Services (or similar services) may be provided despite the continuance of any
event referred to in clause 5.4 above,


 


6.            VAT


 


All amounts expressed to be payable pursuant to
the terms of this Agreement shall be deemed to be value added tax exclusive and
value added tax at the applicable rate may be added thereto if appropriate.


 


7.            CONFIDENTIALITY


 


Each party undertakes to the other to keep
confidential (and to take all reasonable steps to ensure the same) all
confidential information (save to the extent that the same is in the public
domain otherwise than by breach of this agreement or as required by law)
relating to the business or the affairs of the other party and shall use such
information in a bona fide manner for the purposes of the provision and/or
receipt of the Services only and allow access to such confidential information
by their personnel only to the extent necessary to perform or receive the
relevant Service.


 


8

















 


8.            IMPROVEMENTS AND MODIFICATIONS


 


8.1           HIHL shall
provide HIL with details of any Improvement belonging to HIL which it wishes to
be incorporated into any of the Services described in Schedule A or any
other modification which it wishes to be made to any of the Services described
in Schedule A from time to time;


 


8.2           HIL shall provide
HIHL with details of any Improvement belonging to HIL which it wishes to be
incorporated into any of the Services described in Schedule B or any other
modification which it wishes to be made to any of the Services described in
Schedule B from time to time.


 


8.3           The parties shall
provide each other with details of any Improvement which is made, developed or
acquired from time to time in relation to any of the Services;


 


8.4           The title to and
all Intellectual Property in respect of any Improvement created, made,
developed or acquired by either party shall belong to that party but a royalty
free licence lasting for the time for which the particular Service is provided
shall be granted by that party to the other.


 


8.5           Each party shall
not unreasonably withhold its consent to the incorporation into the Services of
any Improvement belonging or available to that party or any other modification
to the Services as is referred to in clause 8.1 and 8.2.


 


8.6           HIL and HIHL
shall discuss the period for which each of the Services are provided but
without prejudice to the rights and obligations created by this Agreement.


 


9.            NATURE OF AGREEMENT


 


HIL shall be entitled to perform any of the
obligations undertaken by it and to exercise any of the rights granted to it
under this Agreement through any other company which is and remains at the
relevant time its subsidiary undertaking or any other person provided that that
other company has been incorporated in any part of the United Kingdom and
provided further that no performance of any such obligations by a third party
shall relieve HIL of its liability therefor under this Agreement.


 


9

















 


10.          DEFAULT PROVISIONS


 


10.1         Either party
shall be entitled forthwith to terminate this Agreement by written notice to
the other if that other party commits any fundamental breach of its obligations
under this Agreement and, in the case of a breach which is capable of remedy,
fails to remedy the same within seven days after receipt of notice giving
particulars of the breach and requiring it to be remedied.


 


10.2         HIL acknowledges
that if it is in default in providing any of the Services then it shall attempt
to remedy such default itself as soon as practicable and to the extent
reasonably possible will put HIHL in the same position as HIL in relation to
third party remedies to such defaults if it is not able to remedy such default
itself.


 


10.3         HIHL acknowledges
that if it is in default in providing any of the Services then it shall attempt
to remedy such default itself as soon as practicable and to the extent
reasonably possible will put HIL in the same position as HIHL in relation to
third party remedies to such defaults if it is not able to remedy such default
itself.


 


11.          TERMINATION FOR BREACH


 


Either party shall be entitled forthwith to
terminate this Agreement by written notice to the other if:


 


11.1        that other
commits any continuing or material breach of any of the provisions of this
Agreement (and for the avoidance of doubt the failure to pay any money due
hereunder shall be such a material breach) and, in the case of such a breach
which is capable of remedy, fails to remedy the same within seven days after
receipt of a written notice giving full particulars of the breach and requiring
it to be remedied; and/or


 


11.2        a petition is
presented for the winding up of that other or the making of an administration
order in relation to that other or if an elective resolution is passed for the
winding up of that other except for the purpose of a solvent reconstruction or
amalgamation; and/or


 


10

















 


11.3         an encumbrancer
takes possession of or an administrative receiver or a receiver is validly
appointed over any of the undertaking property assets (or any part thereof) of
that other; and/or


 


11.4         that other makes
any voluntary arrangement or composition with its creditors or becomes subject
to an administration order; and/or


 


11.5         that other goes into liquidation; and/or


 


11.6         a distress
execution or other process should be levied or enforced upon or against any of
the assets or property of that other and is not discharged within 7 days of
being levied or enforced; and/or


 


11.7         that other is
deemed to be unable to pay its debts for the purposes of Section 123 of
the Insolvency Act 1986; and/or


 


11.8         that other ceases or threatens to cease to
carry on business; and/or


 


11.9         that other suffers
any insolvency process equivalent or similar to any of the above under the laws
of any jurisdiction.


 


12.          NO
PARTNERSHIP


 


Nothing in this Agreement shall create or be
deemed to create a partnership between the parties.


 


13.          ASSIGNMENT


 


The benefit (subject to the burden) of this
Agreement may be assigned by HIHL to any person to whom it transfers the
Businesses provided that such transferee undertakes in writing to HIL to assume
all the obligations and liabilities of HIHL under this Agreement and to be bound
by this Agreement as though it were HIHL and thereupon HIHL shall have no
further rights or obligations hereunder. Save as aforesaid this Agreement is
personal to the parties and neither party may assign any of its rights or
sub-contract or otherwise delegate any of its obligations under this Agreement
other than as provided by clause 9..


 


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14.          ENTIRE AGREEMENT


 


14.1         This Agreement
contains the entire agreement and understanding between the parties with
respect to its subject matter, supersedes and extinguishes all previous
agreements and undertakings between the parties relating to the subject matter
hereof and all and any representations and warranties previously given and/or
made (other than those expressly set forth herein and other than any
misrepresentation or breach of warranty which constitutes fraud) and may not be
modified except by an instrument in writing signed by the duly authorised
representative of the parties.


 


14.2         In particular
(but without prejudice to the generality of the other provisions of this
clause) each party acknowledges to the other (to the intent that the other
shall execute this Agreement in reliance upon such acknowledgement) that it has
not been induced to enter into this Agreement by nor relied upon any
representation or warranty other than the representations and/or warranties
expressly set forth in this Agreement. 
This acknowledgement shall not apply to any misrepresentation and/or
breaches of warranty which constitute fraud.


 


14.3         Without prejudice
to the generality of the other provisions of this clause each party hereby
irrevocably and unconditionally waives any right it may have to claim damages
or to rescind this Agreement by reason of any misrepresentation and/or warranty
not contained in the Agreement or in any document unless such misrepresentation
and/or breach of warranty constitutes fraud.


 


15.          NOTICES


 


15.1        Any notice or
other communication under or in connection with this Agreement shall be in
writing and shall be delivered personally or by registered mail or facsimile
transmission to the respective addresses or fax numbers set out below or such
other addresses or fax number as a party may have notified to the other party
in accordance with this clause 15.


 


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to HIHL at:


Havant International Holdings Limited


Atnn. Mr D Holt


Langstone Road, PO9, ISA Havant, Hampshire, United
Kingdom


fax no. 023 9245 3654


 


to HIL at:


Havant International Limited


Atnn. Mr D Holt


Langstone Road, PO9, ISA Havant, Hampshire, United
Kingdom


fax no. 023 9245 3654


 


15.2        Proof of posting or dispatching shall be
deemed proof of receipt:


 


15.2.1     in the case of a registered letter: on the
third Business Day after posting;


 


15.2.2      in the case of a
facsimile transmission: on the date following that upon which such notice is
received by the addressee in a complete and legible form.


 


16.          AGREEMENT CONTINUES IN FORCE


 


This Agreement shall remain in full force and
effect so far as concerns any matter remaining to be performed at the date of
termination notwithstanding that termination shall have taken place.


 


17.          SEVERABILITY


 


The invalidity, illegality or un-enforceability of
any provision of this Agreement shall not affect the continuation in force of
the remainder of this Agreement.


 


18.          WAIVER


 


No waiver by any party hereto of any breach or
non-fulfilment by any other party of any provision of this Agreement shall be
deemed to be a waiver of any subsequent or other breach of that or any other provision
hereof and no failure to exercise or delay in exercising any right or remedy
under this Agreement shall constitute a waiver thereof. No single or


 


13

















 


partial exercise of any right or remedy under this
Agreement shall preclude or restrict the further exercise of any such right or
remedy.


 


19.          VARIATIONS


 


No variation of this Agreement shall be valid
unless it is in writing and signed by or on behalf of each of the parties
hereto.


 


20.          COUNTERPARTS


 


This Agreement may be executed in any number of
counterparts each of which when executed by one or more of the parties hereto
shall constitute an original but all of which shall constitute one and the same
instrument.


 


21.          GOVERNING
LAW


 


This Agreement shall be governed by and construed
in accordance with English law and the parties hereby submit for all purposes
in connection with this Agreement to the non-exclusive jurisdiction of the
English Courts.


 


AS WITNESS the hands of the Parties or their duly
authorised representatives the day and year first above written.


 


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SCHEDULE A


 


Services
from HIL to HlHL


 


1.             Personnel Services


 


	
  Item

  	
   

  	
  Description

  
	
  1.1

  	
   

  	
  Employee Benefits Administration 

  •    PHI

  •    Company
  Cars 

  •   
  Fuel Cards

  •   
  Life Insurance

  •   
  Private health and dental insurance

  •   
  Pensions

  
	
  1.2

  	
   

  	
  Personnel Services

  •   
  Interview Administrator

  •   
  Staff Hires / Terminations

  
	
  1.3

  	
   

  	
  Payroll 

  •    Payroll Service

  •    Payroll Reporting 

  •    Payslips

  
	
  1.4

  	
   

  	
  Personal Expenses System:

  •   
  System Access to PEV’s 

  •   
  Processing of PEV’s

  •   
  Reporting

  



 


2.             Finance Services


 


	
  Item

  	
   

  	
  Description

  
	
  2.1

  	
   

  	
  Credit Cards Administration  

  •    Diners
  Club processing

  •   
  HSBC Card processing

  
	
  2.2

  	
   

  	
  Customs and Freight: 

  •    CFSP
  Bureau service licence subject to HMC&E approval

  •   
  Access to CFSP System

  
	
  2.3

  	
   

  	
  Accounts Payable 

  •   
  Invoice Payments Processing and System Access

  



 


3.             Group Services


 


	
  Item

  	
   

  	
  Description

  
	
  3.1

  	
   

  	
  Group Finance Services 

  •    Bank Account Administration

  •    Insurance
  Administration 

  •    Share Scheme
  Administration 

  •    Company Secretarial
  Service 

  •    Accounting and
  Internal Audit Service

  



 

















 


4.             Information Systems


 


	
  Item

  	
   

  	
  Description

  
	
  4.1

  	
   

  	
  Local Area Network Maintenance

  
	
  4.2

  	
   

  	
  WAN – Access and Connectivity, managed as applicable.

  
	
  4.3

  	
   

  	
  Intranet 

  •    Use of Intranet including E Mail via
  Internet, remote access, calendar and data repository 

  •    Use of FTP Server 

  •    Desktop support

  
	
  4.4

  	
   

  	
  Desktop Hardware 

  •    IT group support

  
	
  4.5

  	
   

  	
  Software – Administration Services

  
	
  4.6

  	
   

  	
  BPCS 

  •    Support V60.02 PLF Cum 08 13 

  •    Application Modules as in use Oct 2000 

  •    Implementation of New Environment 

  •    Problem Resolution

  •    BPCS Invoicing

  •    Ongoing Process Development

  
	
  4.7

  	
   

  	
  Accounts Payable 

  •    Access to Accounts Payable Image System 

  •    Supply and / or support for System
  Hardware and Software

  
	
  4.8

  	
   

  	
  AS 400 

  •    AS 400 Console Operations to support the
  above BPCS Environments:

  •    Error and service recovery activity 

  •    Back ups, security 
•    Secure physical environment 

  •    Hardware maintenance and disaster
  recovery contracts and processes

  
	
  4.9

  	
   

  	
  Applications Support 

  Applications Development

  
	
  4.10

  	
   

  	
  IS Consultancy 

  Services in relation to all IS systems

  



 


Notes:
-


 


1.     To enable provision of WAN service suitable space needs to be made
available at HIHL locations for the siting of the necessary IT equipment.  Access to these areas needs to be made
available to named HIL employees.  
Also, local support in each location will need to be made available to
support recovery of the IT equipment following any power interruptions.


 


2.     Any additional costs due to changes requested by HIHL in the IT set-up,
will be passed on.  Such changes must be
agreed with HIHL in advance. Any reduction in cost that can be negotiated as a
result of a reduction in agreed service level will be passed on.


 


3.     All connected hardware must be protected with current versions of
industry-recognised anti virus software, e.g. Norton Anti Virus.


 


4.     HIHL must not, without HIL’s prior agreement, make any changes to the
IT network connectivity that could adversely impact network security or
performance.


 


5.     Establishment of a separate BPCS environment will be run as a joint
project


 

















 


SCHEDULE B


 


1              Central Services


 


	
  Item

  	
   

  	
  Description

  
	
  1.1

  	
   

  	
  Health and Safety

  
	
   

  	
   

  	
  •    Use of Occupational Health Centre

  
	
  1.2

  	
   

  	
  Central Services Purchasing

  
	
   

  	
   

  	
  •    Administration of supplier contracts and
  orders

  



 


2              Warehousing Services


 


	
  Item

  	
   

  	
  Description

  
	
  2.1

  	
   

  	
  Mechanical Handling Equipment: 

  •    Maintenance of MH equipment

  •    Training

  
	
  2.2

  	
   

  	
  Managed Warehousing Service 

  •    Anchorage Park 

  •    Langstone Road 

  •    Separate Service Level Agreement Applies

  
	
  2.3

  	
   

  	
  Transport Services:

  •    Use of 7.5T truck between Langstone Road
  and Anchorage Park Locations

  •    Driver / Operator Services

  



 


3              Building Services


 


	
  Item

  	
   

  	
  Description

  
	
  3.1

  	
   

  	
  Telephones 

  •    Use of the telephone system

  
	
  3.2

  	
   

  	
  Cleaning and Waste Disposal

  •    Included in lease agreements, but
  additional cleaning at agreed rates 

  
	
  3.3

  	
   

  	
  Printer Stationery

  •    Paper for use in Shared printers and
  Photocopiers

  
	
  3.4

  	
   

  	
  Photocopiers

  •    Use of photocopiers in Buildings 21, 24,
  25, 26, 27.  Charge as used.

  



 

















 


	
  SIGNED by

  	
  D. Holt.

  	
  )

  	
  /s/ D. Holt

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of HAVANT

  	
  )

  	
   

  
	
  INTERNATIONAL LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  M. Dinnam.

  	
  )

  	
  /s/ M. Dinnam

  
	
   

  	
  )

  	
   

  
	
  for and on behalf of HAVANT INTERNATIONAL

  	
  )

  	
   

  
	
  HOLDINGS LIMITED

  	
  )

  	
   

  



 


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