Exhibit 10.7


 


17.01.02 – MSA : Wachovia


 


Genpact International, Lux., Hungarian Branch


 


 


NOTICE


 


The information contained in this document is not to be used for any
purpose other than the purposes for which this document is furnished by
Genpact, nor is this document (in whole or in part) to be reproduced or
furnished to third parties or made public without the prior express written
permission of Genpact.


 


Version Control


 


	
  Version

  No.

  	
   

  	
  Version

  Date

  	
   

  	
  Types of
  Changes

  	
   

  	
  Owner/

  Author

  	
   

  	
  Date of
  review/

  expiry

  
	
  As per the
  Exhaustive List Available on RIM Site

  



 


Classification:  Genpact
confidential


 

















 


Summary Sheet for MSA/SOW/NDA/LOI/LOA/LOE


 


	
  Contract signed By & Between

  	
   

  	
  Macro*World Research Corp. &
  Genpact International, Luxembourg, HU Branch

  
	
  Type of Document (whether MSA or
  sub-Contract)

  	
   

  	
  MSA Amendment

  
	
  If it is a sub contract, give the name of
  the main MSA

  	
   

  	
   

  
	
  Effective date

  	
   

  	
  26-Aug-06

  
	
  Expiry date

  	
   

  	
  30-Nov-12

  
	
  Signatories

  	
   

  	
  Jay Stephenson & Anju Talwar

  
	
  Retention

  	
   

  	
  9 years

  
	
  Process ID / PPC Code

  	
   

  	
   

  
	
  Function / COE responsible

  	
   

  	
  External (Wachovia)

  
	
  Customer/Client Country

  	
   

  	
  United States

  
	
  Attorney worked on the Document

  	
   

  	
  Arjun Nath

  
	
  SPOC (from whom the RIM Team receives the
  document)

  	
   

  	
  Arjun Nath

  
	
  If scanned copy, then Location of Original
  document

  	
   

  	
   

  
	
  Genpact Classification

  	
   

  	
  Restricted

  



 

















 


FIRST AMENDMENT TO


 


MASTER PROFESSIONAL SERVICES AGREEMENT


 


BY AND BETWEEN


 


MACRO*WORLD RESEARCH CORPORATION


 


AND


 


GENPACT INTERNATIONAL, LUXEMBOURG, HUNGARIAN BRANCH


 


 


DATED:  AUGUST 26, 2006


 

















 


FIRST AMENDMENT TO


 


MASTER PROFESSIONAL SERVICES AGREEMENT


 


This First Amendment (the “Amendment”)
entered into and effective August 26, 2006 amends that certain Master
Professional Services Agreement dated as of November 30, 2005 (as amended,
modified and supplemented from time to time, the “Agreement”)
by and between Macro*World Research Corporation, a North Carolina corporation
having a principal place of business at 301 S. College Street, Charlotte, NC
28288 (“Wachovia”) and Genpact International,
S.A.R.L., a Luxembourg société à responsabilité limitée, existing and organized
under the laws of Luxembourg, acting through its Hungarian Branch, having its
principal place of business at Duna Plaza Offices, 4th Floor, H-1138, Budapest
Vaci ut 178, Hungary (“Genpact”).
Capitalized terms used herein and not otherwise defined have the meaning given
in the Agreement.


 


WHEREAS, Wachovia and Genpact are parties to the Agreement and have
agreed to amend the Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, Wachovia and Genpact hereby agree
as follows:


 


AMENDMENTS TO THE AGREEMENT


 


1.                                      Section 3.1
Term, Initial Term is deleted and replaced in its entirety with the following:


 


“(a)                            The
initial term of this Agreement shall commence as of 12:00:01 a.m. Eastern
Time, on the Effective Date and, unless this Agreement is earlier terminated as
provided herein, shall continue until 11:59:59 p.m. Eastern Time, on the
seventh anniversary of the Effective Date (the “Initial Term”)
or the date to which this Agreement is extended pursuant to Section 3.2.


 


(b)                                 Year
1 of the Agreement extends from November of 2005 through December of
2006. Year 2 of the Agreement extends from January of 2007 through December of
2007. Each year following 2007, the contract year will be the applicable
calendar year.”


 


2.                                      Section 6.2,
Infrastructure for the Provision of the Services, Physically Segregated
Facilities:  Delete all references to “building”
and replace them with “facility”.


 


3.                                      Section 6.2
(a) and (b) Physically Segregated Facilities: Replace all references
to “FTEs” with “Full Production FTEs”.


 


4.                                      Section 7.1(b) Service
Level Performance Standards: Delete all references to Exhibit "F"
and replace with Exhibit "C".


 


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5.                                      Section 7.2
“Service Level Credits, Earnback and Deliverable Credits”: Delete all
references to Exhibit "F" and replace with Exhibit "C".


 


6.                                      Section 8.5(c),
Turnover Rate and Data, of the Agreement is deleted and replaced in its
entirety with the following:


 


“In connection with entering into a Statement of Work, Wachovia and
Genpact shall jointly establish a monthly “expected” level of Turnover and a “maximum
acceptable” level of Turnover based upon the requirements of the business
process covered by such Statement of Work and the Service Levels set forth in
such Statement of Work. Such levels shall take into account transaction volume
fluctuations. The Parties shall reconsider these levels of Turnover at the
beginning of each anniversary of the SOW Commencement Date and make any
mutually agreeable adjustment, including, for example, changing the basis of
Turnover levels from individual Statements of Work to Lines of Business. For
the purposes of this Agreement and all Statements of Work hereunder, Wachovia
and Genpact agree that the “expected” level of Turnover and the “maximum
acceptable” level of Turnover shall be as specified in the applicable
Statement(s)of Work.


 


(i)                                     If
the average Turnover rate viewed for each individual Statement of Work, during
the twelve (12) month period immediately prior to each anniversary of the SOW
Commencement Date, is above the “expected” level but below the “maximum
acceptable” level, then Genpact shall prepare, and the Parties shall discuss
and jointly agree upon, an action plan to reduce such Turnover rate and Genpact
shall implement the agreed-upon plan.


 


(ii)                                  If
the average Turnover rate viewed for each individual Statement of Work, during
the twelve (12) month period immediately prior to each anniversary of the SOW
Commencement Date, is above the “maximum acceptable” level, then the Operating
Council shall act immediately to reduce such Turnover, and Genpact shall invest
two percent (2%) of the average monthly Base Charges paid under the affected
Statement(s) of Work during the twelve (12) months prior to the month in which
the Turnover rate is calculated into measures to reduce the Turnover rate below
the “maximum acceptable” level and Genpact shall continue to do so until the
Turnover rate falls below such level, within a reasonable period of time.
Notwithstanding anything to the contrary contained herein, Genpact shall not be
required to make such investment in respect of a Statement of Work, on which
less than fifty (50) FTEs are engaged, in the event the average Turnover rate
for such Statement of Work is above the “maximum acceptable” level.


 


For the purposes of this Section 8.5(c) and
the Agreement, “Turnover” shall mean the replacement of FTEs on the Wachovia
account by Genpact. The Turnover rate will be calculated using the FTEs
identified in a Statement of Work that are assigned to perform the Production
Services described in that Statement of Work and such other FTEs as the Parties
mutually agree to include in the calculation. For the purposes of this Section 8.5(c).
“Production Services” means the Services that Genpact begins to provide at the
SOW Commencement Date. It is hereby clarified that the following categories of 


 


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FFEs will not be considered when calculating the Turnover rate: (a) FTEs
that are not assigned to the Wachovia account, (b) FTEs that have not been
issued a Wachovia process identity (c) FTEs engaged in the support of IT,
quality, training, and human resource management on the Wachovia account, (d) FTEs
that are removed from the Wachovia account, or reassigned within the Wachovia
account, at Wachovia’s request, or with Wachovia’s prior consent, as the case
may be, and (e) FTEs that have worked on an SOW for a continuous period of
two (2) years; provided, however, that the number of FTEs that are
replaced after two (2) years may not exceed ten percent (10%) of the total
number of FTE’s working on the Wachovia account on a month-to-month basis. For
the avoidance of doubt, the provisions of this Section 8.5(c) are
in addition to Genpact’s other obligations under the Agreement, including but
not limited to its obligation to satisfy Service Level requirements pursuant to
Article 7 of the Agreement and its obligations to maintain work standards,
including the provision of qualified personnel, pursuant to Article 18 of
the Agreement.


 


7.                                      Section 14.9(a),
SAS 70 Type II Audit, is deleted and replaced in its entirety with the
following:


 


In addition to its other obligations under this Article 14,
Genpact shall cause a Type II Statement of Auditing Standards (“SAS”) 70 audit to be conducted at least annually or such
other period as required by law or regulation if such is more frequent than
annually by an auditor that is reasonably acceptable to Wachovia for (i) any
critical business processes that Wachovia, in its reasonable discretion,
identifies to Genpact as being subject to a Type II SAS 70 audit, provided that
the cost of any such audits shall not exceed five hundred thousand dollars
($500,000.00) in aggregate annually and (ii) internal controls (including
but not limited to controls relating to Genpact’s internal enabling functions
such as financial controls, information technology controls, risk assessment
processes, governance, and Genpact’s overall control environment) for each
Genpact Facility at or from which the Services are provided to Wachovia or the
Eligible Recipients. For the purpose of this Section 14.9(a),
a critical business process is any process that Wachovia reasonably believes
will impact Wachovia’s compliance obligations under the Sarbanes-Oxley Act of
2002. For all Type II SAS 70 audits other than those relating to critical business
processes, Genpact shall consider issues and concerns raised by Wachovia in the
planning of each such audit, provide notice to Wachovia as to the scope and
timing of each such audit and accommodate Wachovia’s requirements and concerns
to the extent practicable. For all critical business process Type II SAS 70
audits, Wachovia will provide notice Genpact as to the scope and timing of each
such audit and will accommodate Genpact’s requirements and concerns to the
extent possible. Genpact shall provide Wachovia with a report from each SAS 70
audit to facilitate periodic compliance reporting by Wachovia and the Eligible
Recipients under the Sarbanes-Oxley Act of 2002 (and implementing regulations
promulgated by the United States Securities and Exchange Commission and Public
Company Accounting Oversight Board) and comparable Laws in other jurisdictions.
To the extent the resulting audit report is relevant to Wachovia or the
Eligible Recipients, Genpact shall provide a copy of such report to Wachovia
and its independent auditors for review and comment as soon as reasonably
practicable and in all events within forty-five (45) days after the issuance of
the report. Genpact shall respond to such report in accordance with this 


 


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Section 14.9(a). For the purposes of
this Section 14.9(a), a SAS 70 Type II Report is a report prepared in
accordance with Statement on Auditing Standards (SAS) No. 70, Service Organizations, as amended issued by the Auditing
Standards Board of the American Institute of Certified Public Accountants.


 


8.                                      Section 12.9(b) Indirect
Benefits, section (ii): Delete “Governance” in “Wachovia Outsourcing Governance
Director”.


 


9.                                      Section 13.1
(a) Invoicing, is deleted and replaced in its entirety with the following:


 


“(a) Invoice. From
the Effective Date upto (and including) June 30, 2007, Genpact shall issue
an invoice for the Charges due and owing for the preceding month within fifteen
(15) days after the beginning of each month. Commencing on July 1, 2007,
Genpact shall issue all such invoices for the Charges within ten (10) days
after the beginning of each month. Issuing invoices is subject to Genpact
receiving a ‘Purchase Order from Wachovia at least 10 days prior to the last
day of the preceding month. At Wachovia’s request, Genpact shall provide
separate monthly invoices for each Purchase Order issued by Wachovia. The
invoice shall be delivered to Wachovia, at the address listed in the Statement
of Work and/or electronically. Unless otherwise required under a Statement of
Work, Genpact shall not invoice Wachovia for any advance or concurrent charges
or other amounts. For the purposes of this section, “Purchase Order” is defined
as a document titled Purchase Order issued by Wachovia.


 


10.                               Section 22.3(a) Liability
for Operational Losses, section (iii): Delete “Governance” in “Wachovia Outsourcing
Governance Director”.


 


11.                               Section 24.1(b) Dispute
Resolution, Informal Dispute Resolution, line 7: Replace “President of each
Party” with “Operating Council”.


 


12.                               Section 24.1(c) Informal
Dispute Resolution, Presidents of the Agreement is deleted and replaced in its
entirety with the following: “(c) Operating Council. If an
issue has been escalated to the Operating Council, a special meeting of the
Operating Council will be immediately convened to review and resolve the issue.
If such issue is not resolved within five (5) days, it will be escalated to
a special meeting of the Executive Committee. Either Party may request the
escalation of an issue immediately to the Executive Committee if such Party
does not believe it can be resolved by the Operating Council within the five (5) day
period.”


 


13.                               Section 25.1(a)(ii),
Section 25.1(b)(ii), Termination for Cause and Section 25.3
Termination for Convenience: Replace all references to “FTE” with “Full
Production FTEs”.


 


14.                               Schedule A
the definition of “Expected Service Level Default”: Delete references to Exhibit "F"
and replace with Exhibit "C".


 


15.                               Schedule A
the definition of “Full Production Date” is deleted and replaced in its
entirety with the following:


 


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“Full Production Date” means the Tollgate 4 date as referred to under Exhibit A
of Schedule C (‘Transition Methodology’) of the Agreement, and as specified
under each Statement of Work.”


 


16.                               Schedule A
the following definition of “Full Production FTEs” is inserted in Schedule A:


 


“Full Production FTEs” means the total number of FTE personnel engaged
in providing Services on the Wachovia account, after the Full Production Date,
in respect of whom Wachovia has been invoiced for Charges on the last day of
the previous month.”


 


17.                               Schedule A
the definition of “Presumptive Service Levels”: Delete references to Exhibit "F"
and replace with Exhibit "C".


 


18.                               Schedule B,
Statement of Work is deleted and replaced in its entirety with the form and
content attached as Exhibit A hereto.


 


19.                               A new “Form of
Transition Statement of Work” is added with the form and content attached as Exhibit B
hereto.


 


20.                               Schedule K,
3.1.1 Committees and Teams, Executive Committee: Add bullet number 6 under Wachovia
members “Wachovia Secretary (non-voting)”.


 


21.                               Schedule O,
Pricing Methodology, is deleted and replaced in its entirety with the form and content
attached as Exhibit C hereto.


 


22.                               Schedule Q
“Implementation Risk Readiness Assessment” formerly Schedule B, Exhibit B-l
is inserted into the Agreement, with the form and content attached as Exhibit D
hereto.


 


GENERAL


 


23.                               Authority for Amendment.


 


The execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Wachovia and
Genpact and upon execution by all parties, will constitute a legal, binding
obligation thereof.


 


24.                               Effect of
Amendment.


 


Except as specifically amended hereby, the Agreement, and all terms
contained therein, remains in full force and effect. The Agreement, as amended
by this Amendment, constitutes the entire understanding of the Parties with
respect to the subject matter hereof.


 


25.                               Binding Effect;
Severability.


 


Each reference herein to a Party hereto shall be deemed to include its
successors and assigns, all of whom shall be bound by this Amendment and in
whose favor the 


 


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provisions of this Amendment shall inure. In case any one or more of
the provisions contained in this Amendment shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.


 


26.                               Further
Assurances.


 


The parties hereto agree to execute such other documents and
instruments and to do such other and further things as may be necessary or
desirable for the execution and implementation of this Amendment and the
consummation of the transactions contemplated hereby and thereby.


 


27.                               Governing Law.


 


This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.


 


28.                               Counterparts.


 


This Amendment may be executed in counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one agreement.


 


IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed by their respective duly authorized representatives, all as of the day
and year first above written.


 


	
  Marco* World Research Corp.

  	
   

  	
  Genpact International, Luxembourg,

  Hungarian Branch

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jay Stephenson

  	
   

  	
  By:

  	
   Anju Talwar

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jay
  Stephenson

  	
   

  	
  Name:

  	
  Anju Talwar

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Sr. Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   8/30/2006

  	
   

  	
  Date:

  	
  Aug. 24,
  2006

  
									



 


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