Exhibit 10.5


 


MASTER SERVICES AGREEMENT
 THIRD AMENDMENT


 


THIS THIRD
AMENDMENT (“Amendment” or “Information Technology Services Agreement”)
is made on September 7, 2006


 


Between:


 


GENERAL
ELECTRIC COMPANY, a New York corporation with a principal place of business at
3135 Easton Turnpike, Fairfield, Connecticut 06431 (“Company”)


 


And:


 


Genpact
International, S.A.R.L., a Luxembourg société à responsabilité limitée,
existing and organized under the laws of Luxembourg with a principal place of
business at 65, Boulevard Grande Duchesse Charlotte, L-1331 Luxembourg, acting
through its Hungarian Branch having its principal places of business at Duna
Plaza Offices, 4th Floor, H-1138, Budapest Vaci ut 178 Hungary


 


(The Company
and Contractor being individually referred to herein as the “Party” and
collectively referred to herein as the “Parties”)


 


WHEREAS:


 


A.                                   The Company and its Affiliates
entered into a Master Services Agreement (“MSA”) as of December 30, 2004 with
the Contractor;


 


B.                                     The Parties have now agreed to amend
the MSA whereby the Contractor is to perform certain software related
development services in accordance with this Amendment on such terms and
conditions set  out
hereinafter,


 


B.                                     The Parties understand that the work
to be undertaken by the Contractor under this Amendment will be performed in
part by the employees of the Contractor and its Subsidiaries or Affiliates, and


 


C.                                     The Contractor has the requisite
skills, personnel and legal right to perform such software related services.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             APPOINTMENT AND PURPOSE


 


1.1                                 The overall purpose of
this Amendment is the continuing development and maintenance of centers, owned
and operated by the Contractor (“Global Development Center” or “GDC”), which
provides the Company with high quality and cost effective Deliverables through
various operational models, including providing Services at GE, Certified GDC
locations (“Low cost countries”), at Company locations (“Onshore”), and at
Certified GDC Locations in countries neighboring and adjacent to Company’s
locations (“Near-shore”) and more specifically to provide software design and
architecting, software development implementation, maintenance, support,
monitoring, RTS (ready to serve) and all
such other information technology services (together “GDC Services”). Nothing
in this Amendment affects Statement of Works, Service Agreements or Task Orders
that were executed, or conduct that occurred prior to, the effective date of
this Amendment i.e. January 1, 2007. “Services”, as used in this Amendment,
shall mean “GDC Services” provided to the Customer Group under this
Agreement.


 






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1.2                                 This Amendment is
effective for the period starting January 1, 2007 and shall terminate on
December 31, 2009 unless otherwise extended upon mutual agreement of the
Parties.


 


1.3                                 For the purposes of
this Amendment, all Task Orders referred to under this Amendment shall be
deemed to be Future SOWs as defined in the MSA. 
This Amendment shall apply to only such Task Orders that contain GDC
Services.  Services which are in the
nature of business process outsourcing or projects and are not GDC Services,
including Finance & Accounting, Customer Care, Collections, and Marketing
and Risk Analytics, shall continue to be governed by the terms and conditions
of the MSA and not this Addendum.


 


2.             PROCUREMENT OF SERVICES


 


Task Orders


 


2.1                                 The Company may from
time to time request that the Contractor perform Services by submitting,
pursuant to this Amendment, a request to the Contractor that specifies the Deliverables,
(as defined below) to be provided by the Contractor (a “Task Order”). All Task
Order shall be deemed to be a Future SOW in terms of the MSA and shall be additionally
governed by the terms and conditions of the MSA that govern Future SOWs. The Contractor
is not obligated to sign and accept the Company’s Task Orders.  However, the Contractor will use its best efforts
to accept and fulfill the requirements of such Task Orders.  Within two Business Days of receiving the
Task Order, the Contractor shall notify the Company of either its interest in
pursuing the Task Order or its intention to decline the Task Order.  Repeated non-participation or delay in
response for a constant period of six months may result in termination of this Amendment,
pursuant to Section 12 of this Amendment. The Contractor is expected to only
participate in such Task Orders that requires Services that are in the nature
of business in which the Contractor usually operates.


 


Once the Contractor accepts a Task
Order, the Contractor is obligated to perform the Services specified in such
Task Order. In performing such work, and subject to this Amendment or Task
Order, the Contractor shall be free to exercise its discretion as to the method
and means of performance of the Services. 
Task Orders may specify a fixed price engagement or a time and materials
engagement or a combination/variation of these two basic models.


 


Each Task Order shall specify
critical performance standards and performance standards as agreed between the
Parties.


 


Fixed Price Task  Order


 


2.2                                 The Contractor and
Company will agree on a fixed price for Task Orders issued to engage Contractor
for a fixed scope of Deliverables within a defined timeframe (“Fixed Price
Task Order(s)”). The number and details of resources to be applied to the
Deliverables will be at the Contractor’s discretion. The Company will specify
certain norms to ensure quality and consistency in the Task Order, which, once
issued, will not be changed, except after mutual discussions. Norms may include
but are not limited, to target service levels and associated rewards and penalties,
acceptable personnel attrition, value, volume or early payment discounts, or
other requirements the Parties mutually agree to include.


 


Time  and
Materials Task Order


 


2.3                                 The Company may also
issue Task Orders to engage Contractor for the availability of resources at an
agreed rate, to provide specific Deliverables (“Time and Materials Task
Orders”).


 






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Norms


 


2.4                                 Task Orders shall
specify certain norms to ensure quality and consistency of Deliverable. Norms
may include, but are not limited to any of the following: project delivery
processes (SDLC); Project Management practices such as effort estimation; target
service levels and associated rewards and penalties; acceptable personnel retention
period; knowledge retention requirements; business continuity requirements; value,
volume or early payment discounts; and any other requirements the Parties
mutually agree to include.


 


Communication


 


2.5                                 All communications
with and Deliverables to the Company, including, without limitation, software,
documentation, manuals, training materials, reports, screens, progress reports
and invoices, shall be in English or such other language as may be mutually
agreed in a Task Order.


 


Deliverable


 


2.6                                 All Services,
software, documentation, manuals, training materials, test plans and results,
risk management documents, manuals, and any and all other Intellectual Property
developed, delivered, or enhanced pursuant to this Amendment or a Task Order
shall collectively he referred to as Deliverables.


 


Purchase
Orders


 


In addition to any Task Order,
the Company must also issue, and the Contractor must receive, a Company
Purchase Order (“PO”) prior to initiating work under the Task Order in
terms of the MSA.


 


Benefits of
the Amendment


 


2.7                                 Task Orders may be
issued by the Company and its Subsidiaries and Affiliates. Task Orders may also
be issued by the Company or its Affiliate on behalf of the divested entities in
terms of the MSA.


 


2.8                                 The Contractor agrees,
at the Company’s request, to incorporate the provisions of this Amendment into
a Task Order issued by the Company which may require the Contractor to provide
Deliverables directly for another entity named by, and who is performing
Services for, the Company. The Contractor further agrees to make the terms of
this Amendment available to the Company’s suppliers (including software and
system integrator suppliers), partners and customers, when mutually identified
and agreed by the Company and the Contractor. The Contractor will cooperate
with the Company to identify opportunities for the Company’s suppliers and
customers to reduce technology costs. If, as a result of this cooperative
relationship the Contractor benefits by receiving Task Orders from or and
contracting services directly with the Company’s suppliers and/or customers,
then these associated volumes shall be credited to any Company volumes
referenced in this Amendment, except to the extent that the Company’s supplier
and/or customer was a pre-existing customer of the Contractor.


 


Incorporation
of terms


 


2.9                                 Any Task Order,
submitted by an Affiliate of the Company to the Contractor, that refers to this
Amendment and specifically incorporates the provision of this Amendment (such that
all references to the Company shall be read as references to such Affiliate of
the Company that submitted the Task Order), unless such Task Order explicitly
provides that such Task Order or any


 






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part thereof does not so incorporate this
Amendment or any part hereof. Should a Task Order submitted by the Company or
its Affiliate, make no reference whatsoever to this Amendment, then this
Amendment and its provisions shall nonetheless be deemed to have attached to
such Task Order, with all references to the Company in the Amendment being read
as a reference to the Company’s Affiliate that submitted the Task Order.


 


Hierarchy


 


2.10                           In the event of any conflict
between the terms of this Amendment and the terms of any Task Order or PO, the
terms of this Amendment shall prevail. In the event of any conflict between the
terms of a Task Order and the terms of a PO, the terms of the Task Order shall
prevail.  Under no circumstances shall
any terms of a PO be construed as imposing any additional financial or other
obligations on the Contractor. Notwithstanding the foregoing, a Task Order may
amend the terms of this Amendment solely with respect to such Task Order by
expressly referencing the provisions of this Amendment that are being amended
and by stating that in the event of a conflict between the amended provisions
of the Task Order and the provisions of this Amendment, the provisions of the
Task Order shall prevail.


 


Technical Clarification


 


2.11                           The Company may notify the
Contractor of technical clarifications to any Task Order at any time provided
such clarification is within the general scope of either this Amendment or the
relevant Task Order.


 


2.12                           If the Contractor receives a
technical clarification that may affect cost, completion schedule or any other
provision of this Amendment or the relevant Task Order, then the Contractor
will provide the Company with a proposed amendment to the Task Order incorporating
the proposed changes and will not implement the technical clarification unless
and until the Contractor has received from the Company written confirmation
through both an amendment to the Task Order and an amendment to the PO or a new
PO of such clarification and acceptance of the proposed amendment to the Task
Order.


 


2.13                           No cost that the Contractor
incurs as  a result of
implementing a technical clarification may be the basis for an adjustment of the
fees to be paid under a Task Order unless the Company had agreed in writing to
such price adjustment prior to the Contractor incurring the additional costs.


 


Service Level
Agreements


 


2.14                           The terms of this Amendment
shall not supersede any Service Level Agreements separately negotiated and
agreed to between the Company and the Contractor under any Task Order.


 


Transition
between Time and Materials  and Fixed Price


 


2.15                           At the request of the
Company, the Contractor will cooperate with the Company in good faith to
convert existing Time and Materials Task Orders to Fixed Price Task Orders on
terms and conditions to be mutually agreed between the parties.


 


Express
Services and Policies


 


2.16                           If requested in a specific
Task Order, the Contractor will provide Workers (defined below), computing and
telecommunications resources seven days per week, twenty- four hours per day,
365 days per year to support the Company’s designated critical software and Deliverables
(‘‘Critical Software’’).  Such
Critical Software shall be so designated in specific Task Orders 


 






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and shall contain specific Service Level
Agreements, response times and acknowledgment, business continuity, and
disaster recovery requirement.


 


2.17                           The Contractor shall commit
to re-use of code/artifacts, carrying out root cause analysis and applying
permanent proactive fixes, as appropriate, even when not explicitly specified
in a Task Order.


 


2.18                           The Contractor shall
undertake responsibility for ensuring that Company specific design and coding
standards are adhered to in all its work carried out on Task Orders.


 


3.             CONTRACTOR PERSONNEL


 


General


 


3.1                                 The Contractor is
responsible for providing personnel to perform its obligations under this
Amendment and all Task Orders. Such personnel of Contractor, including
employees of Contractor and its Affiliates and any employees of Contractors’
non-Affiliate sub-contractors, where subcontracting is permitted, shall
individually and collectively be called “Worker(s)”. The Contractor will
enter into written agreements with all such Workers, obligating them in a
manner that will enable the Contractor to fully discharge all of its
obligations under this Amendment and all Task Orders, including, without
limitation, all obligations under Sections 8 and 11 of this Amendment.


 


3.2                                 The number of Workers
and staffing levels of each GDC will be based on the combined project
requirements of the Company as supplemented by annual forecasts of the Company’s
needs and will be mutually agreed from time to time. The accuracy and updates
to the forecast are the responsibility of the Contractor through its relationship
with the various Affiliates of the Company. The Contractor will be entirely
responsible for staff and Worker selection and hiring to meet the forecasts,
including, without limitation, determining and hiring the appropriate mix of skill
types and expertise levels. However, for Time and Materials Task Orders, the
Company may, at its sole discretion, review sample resumes and capabilities and
interview key Workers (identified in the relevant Task Order) assigned to Task,
and advise the Contractor as appropriate. The Company may, at its sole
discretion, audit Contractor’s staffing on Time and Materials Task Orders and
advise the Contractor as appropriate. The Contractor shall be solely
responsible for all matters in connection with its  Workers (including, without limitation, provision of
salary, benefits, training, promotions and provision of visas, work permits,
housing and related matters while on-site).


 


3.3                                 The Contractor will
make available additional resources (with the required functional and technical
competencies inclusive of the engagement-specific requirements) to staff
unexpected, even temporary, increases in the forecasts on Time and Materials
Task Orders. These additional resources will be committed to the GDC once the
Contractor has accepted Task Orders.


 


3.4                                 The Contractor will be
solely responsible for maintaining satisfactory standards of Worker competency,
conduct and integrity and for taking such disciplinary action with respect to
Workers as may be required under the circumstances. Where the Contractor
removes a Worker from offshore locations, under such circumstances. The Contractor shall provide competent
replacements within five working days of the Contractor receiving the
information about the need for disciplinary action, at no additional cost to
the Company, or impact to any Task Orders. In case of on-site/near-shore
locations, the Contractor shall provide competent replacements within a
timeframe that is mutually agreed by the Company and the Contractor.


 






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3.5                                 The Company may
require the Contractor to immediately remove any Worker from the performance of
a Task Order whose continued work on a Task Order is, in the sole discretion of
the Company, contrary to the Company’s interest.  If, during the first four weeks of
performance pursuant to a Task Order, the Company requests the Contractor to
remove Workers from such performance, then the Contractor will promptly
reimburse the Company for the charges for the period such Workers worked on
such Task Order. The Company reserves the right to remove Workers from any engagement,
including Fixed Price Task Orders, in the event that such Workers act contrary
to Company interests.


 


3.6                                 If any Worker provided
by the Contractor becomes unavailable for whatever reason during performance of
a Task Order, including without limitation, illness, death and incapacitation,
the Contractor will provide a fully trained replacement Worker. The Contractor
shall provide such replacement Worker within five Business Days (for offshore
locations) of the Contractor receiving the information about the non-availability
of the replaced Worker, at no additional cost to the Company or impact to any
Task Orders. In case of Onshore/Near-shore locations, the Contractor shall provide
competent replacements within a timeframe that is mutually agreed by the
Company and the Contractor.


 


Training


 


3.7                                 The Contractor will
ensure that prior to their deployment, Workers are provided training that is
adequate to ensure that they are proficient and able to discharge their duties,
as defined by the Task Order. The Company reserves the right to require, at the
Company’s discretion, that the Contractor provide training specific to the
execution of Task Orders [[[***]]] if Workers are either inadequately trained
or need specialized training for the execution of Task Orders.


 


3.8                                 It is  the sole responsibility of the Contractor
to ensure that Workers are equipped with the functional and technical
competencies required to perform all Services and meet fill commitments under
specific Task Orders.


 


Model of
Operation


 


3.9                                 The Contractor shall
be flexible at  all times to work
on the most appropriate model of operation, which may be Near-shore, Offshore, Onshore,
or a combination thereof.


 


Retention


 


3.10                           The Contractor agrees that
the total overall retention level of Workers will be a minimum of ***, so as to ensure that the Company’s
critical business applications and infrastructure maintain the level of
continuity and skill that is required for their development and maintenance. The
Retention Level Percentage (“RLP”) shall be measured at a project level
on a monthly basis on the last day of every month and added to the Year-to-date
percentages on the project. The consolidated project retention data shall be
aggregated to determine the Contractor’s Company RLP. The RLP will be
calculated as:


 


[[[***]]]


 


In addition to any of the
remedies that are available under this Amendment, the Company may establish
non-monetary penalties from time to time if RLPs are found to be consistently
in material breach of this provision.


 


3.11                           Specific Task Orders may
define retention levels that are greater than the 85% level defined above, if
such increased levels reflect a need for continuity of specific business
applications and


 






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infrastructure.  The Company may define and impose penalties, in the event that the Contractor
fails to achieve such retention levels if specifically agreed to in any Task
Order.


 


Independent Contractor


 


3.12                           The status of Contractor
shall be that of independent contractor, and neither Contractor nor its Workers
or agents shall, at any time or for any purpose, be deemed an employee, or
agent of Company. Except were specifically provided herein, neither Party shall
act or represent or hold itself out as having authority to act as an agent or
partner of the other Party or in any way bind or commit the other Party to any
obligations. The rights, duties, obligations and liabilities of the Parties
shall be several and not joint or collective, and nothing contained in this
Amendment shall be construed as creating a partnership, joint venture, agency,
trust or other association of any kind, each party being individually
responsible only for its obligations and actions as set forth in this Amendment.


 


Nothing in this Amendment shall
be interpreted or construed as creating or establishing the relationship of
employer and employee between Company and either Contractor or any Worker or
agent of Contractor. Each Party will be solely responsible for payment of all
compensation owed to its employees, as well as federal and state income tax
withholding, Social Security taxes, and unemployment insurance applicable to
such personnel as employees of the applicable party. Each Party shall bear sole
responsibility for any health or disability insurance, retirement benefits, or
other welfare or pension benefits (if any) to which such Party’s employees may
be entitled. The Contractor is not eligible for nor may the Contractor
participate in any employment benefits or benefit plans of the Company or any
of its Affiliates. The Contractor will not assert a claim of employment against
the Company or its Affiliates nor claim any entitlement to participation in
their benefit programs. If, however, the Contractor is deemed to be eligible
for participation in such benefits or plans, the Contractor hereby waives and
releases any such rights.


 


The Parties shall cooperate
fully with each other to identify and execute any measures required to mitigate any of the Company’s potential
co-employment risks associated with the continued presence of a Worker at a
Company site.


 


Non-Solicitation


 


3.13                           The Company covenants that
for the term of this Amendment and for a period of [[[***]]] after its
termination, the Company will not directly or indirectly:


 


(a)          recruit, hire, engage or
attempt to recruit, hire or engage or discuss employment with any Worker of the
Contractor or its Affiliates within twelve months of such Worker providing
Services to the Company under any Task Order issued pursuant to this Amendment;
or


 


(b)         induce any Worker to
terminate his relationship with the Contractor or its Affiliate or introduce
such Worker to any potential employer.


 


For the purpose of this Section
3.13 only, the terms the “Company” and the “Contractor” respectively shall
include their respective Subsidiaries and Affiliates, collectively referred to
as the “Controlled Entities”.


 


3.14                           The Contractor, for the term
of this Amendment and for a period of [[[***]]] after its termination, will not
recruit, hire, engage, or attempt to recruit, hire, engage or discuss
employment with any person who is an employee or agent of the Company and
involved in the Services provided by the Contractor, unless by explicit
approval of an authorized representative of the Company.


 






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3.15                           Any associates hired by the
Contractor from other suppliers of the Company, working on Information
Technology Services projects of the Company, will not be allocated in the
Company GDC program for twelve months after their recruitment.


 


Work far
competitors


 


3.16                           Where the Company lists or
provides details of its competitors in writing, the Contractor undertakes that
it will not assign its Workers who have worked on a Task Order to work on a
similar project for the named competitor of the Company for a period of twelve
months following completion of the work on such Task Order. Similarly, where
Contractor utilizes approved Subcontractor Workers or contractor affiliate
Workers on a Task Order, Contractor shall cause this Section 3.16 to apply to such
Workers in the same manner as such section would apply to Contractor’s employees.
Nothing in this Section 3.16 precludes the Contractor’s Affiliates who are not
involved in performance of Services on any particular Task Order from accepting
employment from or engaging in work or business for competitors of the Company,
provided that such Affiliates have not received or had access to Confidential Information.
Nothing in this Section 3.16 relieves the Contractor from any obligations it
may have under this Amendment or any Task Order to maintain the confidentiality
of the Company’s information.


 


Background
checks for Contractor Personnel located at GDC


 


3.17                           The Contractor shall comply
with all of the conditions set out in Exhibit I. to the MSA for services to be
rendered under this Amendment.


 


3.18                           All Workers will obtain a passport,
to establish their credentials and ensure facilitation of travel overseas as
and when it is required.


 


4.             INFRASTRUCTURE


 


General


 


4.1                                 The Contractor is
responsible for providing the base facility infrastructure of the GDC
including, without limitation, secure floor space, information/communications
technology hardware, software and associated support services, such as
telephones, amenities, communication facilities like video-conferencing and
adequate telephone lines and failure backup facilities. The Contractor
undertakes to maintain facilities, services and other standards that the
Company deems adequate for the conduct of work under this Amendment and as
specified by the Company from time to time.


 


4.2                                 Unless a Task Order
explicitly states otherwise, the Contractor shall be responsible for providing
any hardware, software and any other assets that may be required for the
delivery of Services outlined in Task Orders.


 


4.3                                 In the event that the
Contractor requires the use of business-specific hardware or software to
perform Services under a Task Order, such Task Order shall explicitly state such
requirement and the Company shall provide to the Contractor such
business-specific hardware or software at no cost to the Contractor. The
Contractor shall be solely responsible for tracking and monitoring the use of
such Company assets and ensuring that they are properly managed until such time
as the assets are returned to the Company.


 






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4.4                                 The Contractor is
responsible for providing adequate discussion and conference rooms within the
GDC Site to enable the Workers to facilitate communication/discussions that may
be required for the performance of Services.


 


4.5                                 Major infrastructure
needs will be identified and agreed upon by the Company ninety days in advance
to ensure adequate resources will be set aside by the Contractor to implement
infrastructure improvements in a timely manner. Implementation of major infrastructure
adjustments requires adequate notification (a minimum of ninety days prior
notice) to the Company prior to commencement of the adjustments to ensure that
there are no disruptions to service levels. Such adjustments, including
expansion of existing approved GDC facilities, establishment of new GDC
facilities or commencement of work in a non-GDC facility, from which the
Company’s Task Orders are so be executed, will only be undertaken by the
Contractor upon receiving explicit approval from the Company’s authorized
official.


 


Company-provided
equipment


 


4.6                                 If the Company
provides any asset (including, without limitation, hardware and software) to
the Contractor for TEMPORARY USE on delivering Services pursuant to a Task
Order, the Contractor shall keep such asset as a bailee and use such asset only
to complete Task Orders placed pursuant to the terms hereof. Such property, while
in the Contractor’s custody or control, shall be held at the Contractor’s risk
and shall be subject to removal at the Company’s written request. Further, the
Contractor recognizes and consents that it is responsible for:


 


(a)          ensuring that the asset
is received along with appropriate documentation of the approval from the
Company, along with TERMS of USE and SURRENDER;


 


(b)         tracking and monitoring
the Company-supplied assets for its intended use at intended location and
reporting, taking the necessary actions in case of asset damage/loss/in-appropriate
use;


 


(c)          surrendering the assets
to the company at the end of the Approved  period
of use;


 


(d)         auditing the usage of the  assets and reporting back to the Company
on actions taken; and


 


(e)          providing semi-annual
load forecasts to the Company.


 


The Contractor recognizes and
consents that it is liable for any unauthorized use of Company computing
resources by any Workers, whether or not with the Contractor’s knowledge and
approval, and that any such unauthorized use amounts to a material breach of
this Amendment.


 


4.7                                 Where Workers are
operating out of Company sites and providing 24x7 support to the Company, the
Company shall issue “Company Configured Laptop Computers” (with secure access
capability) either on a “Pool” basis or to individual Workers. The Contractor
shall be responsible for providing the appropriate communication equipments
inclusive of Pagers/Blackberry/Cell phones, as appropriate.


 


Any assets allocated to Workers
by the Company will be on a “TEMPORARY USE” basis and will remain under the
ownership and control of the Company. It is expected that the asset is always
available for use at the Company site during normal working hours. Workers must
at all times respect the asset as belonging to the Company and must do nothing
that is contrary to Company security/use of equipment policies. Workers shall
be responsible for ensuring that adequate documentation and approval for USE of
the Company asset is available along with the


 






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asset at all times, especially
when the asset is carried out of Company Site. Once Workers complete their
engagement/rotation, the asset must be returned to the Company.


 


Company-provided
Third Party Software


 


4.8                                 The Company may from
time to time secure large global licensing arrangements which allow the Company
to provide such Third Party Software to the Contractor. If the Company provides
any such Third Party Software to the Contractor for TEMPORARY USE on delivering
Services pursuant to a Task Order, the Contractor shall keep such Third Party
Software as a bailee and use such Third Party Software only to complete Task
Orders placed pursuant to the terms hereof. Such Third Party Software, while in
the Contractor’s custody or control, shall be held at the Contractor’s risk and
shall be subject to removal at the Company’s written request. Further, the
Contractor recognizes and consents that the Contractor is responsible for:


 


(a)          ensuring that the Third
Party Software is received along with appropriate documentation of the  approval from the Company, along with
TERMS of USE and SURRENDER;


 


(b)         tracking and monitoring
the Third Party Software to ensure such Third Party Software is being used
solely for its intended use at the intended location and reporting, taking the
necessary actions in case of Third  Party
Software damage/loss/in-appropriate use;


 


(c)          reporting to  the Company,  upon written request by the Company, the current aggregate
use of Third Party Software by the Contractor and the Task Orders for which
such Third Party Software is being used;


 


(d)         surrendering the Third
Party Software to the company at the end of the approved period of use: and


 


(e)          auditing the usage of
the Third Party Software and reporting back to the Company on
actions taken.


 


The Contractor recognizes and
consents that it is liable for any unauthorized use of Third Party Software by
any Workers, whether or not with the Contractor’s knowledge and approval, and
that any such unauthorized use amounts to a material breach of this Amendment.
The Contractor further agrees that upon advance written notice by the Company,
the Contractor shall allow the Company to audit all use of Third Party Software
by the Contractor during the regular working hours of the Contractor, with each
party paying its own costs and expenses associated with the audit.


 


Security


 


4.9                                 The Contractor is
responsible for providing network and physical security for all of its
facilities. The Contractor will ensure that Company specified security policies
and guidelines are adhered to at all times. Such policies include but are not
limited to adequate site security, electronic access control, password
protection on infrastructure allowing access to Company information, virus
protection on networks. Company provided asset management and Worker background
checks. The Contractor is responsible for designating a senior member of the
Contractor’s organization with responsibility and accountability for ensuring
that security practices are adhered to consistently and proactively, across all
the sites of operation. The Contractor further commits to maintaining a 100%
Secure environment across the GDC.


 


4.10                           It is the responsibility of
the Contractor to ensure that items that are not explicitly covered under the
purview of the “Company-specified Security Guidelines” are brought to the
notice of  the


 






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appropriate authorities within the Company
and explicit approval is obtained for their use. The Contractor will be
responsible for compromise of the Company’s security that results from
unauthorized uses of such items from unauthorized uses  of such items.


 


4.11                           The Contractor shall
incorporate application security guidelines and validate their implementation
across all its engagements, even when not explicitly specified in a Task Order.


 


4.12                           The parties shall discuss
and agree to the process and timelines for the Contractor to ensure that only GE,
GDC members, GE GDC Support staff and Company personnel are allowed access to the
GE GDC work location. Such access including “Conducted Tours” of GE; GDC
facilities for potential clients of Contractor will only be undertaken by the
Contractor upon receiving explicit approval from the Company’s authorized
official, in the event such approval is granted, the Contractor shall bear sole
responsibility for ensuring that all security requirements are maintained.


 


4.13                           In the course of performing
Task Orders issued pursuant to this Amendment, the Contractor may have access
to the Company’s computer resources. In such event, the Contractor shall use
such resources exclusively for performing Services on specific Task Orders or
other efforts authorized by the Company such as disaster recovery testing and
infrastructure maintenance. Unauthorized access to or use of Company’s computer
resources is prohibited.  Unauthorized
use of the Company’s computing resources includes, without limitation, the
following:


 


(a)           failing to reasonably
safeguard computer resources from damage, misuse or theft;


 


(b)         circumventing or
attempting to compromise, for any reason, computer security regulations such as
security software, virus protection, remote dial-in controls and administrative
or operational procedures;


 


(c)          tampering with a
computer system in a manner that may cause harm to computer information or lead
to the unavailability of the computer resource; and


 


(d)         performing work of a
personal or business nature not directly related to the work being performed
under the relevant Task Order,


 


Communications


 


[[[***]]]


 


4.14                           [[[***]]]


 


4.15                           [[[***]]]


 


4.16                           [[[***]]]


 


4.17                           [[[***]]]


 


4.18                           [[[***]]]


 


4.19                           [[[***]]]


 


4.20                           [[[***]]]


 


4.21                           [[[***]]]


 






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4.22                           [[[***]]]


 


4.23                           The Contractor will meet
service levels on network performance, as agreed with the Company in
operational procedures set from time to time. Operational procedures and service
level requirements may vary from site to site as required by the Company.


 


Communications
Security


 


4.24                           Workers assigned to work for
or perform duties for the Company shall sign a Network Access Security
Agreement prior to receiving an account and password that provides access to
Company materials. The format to be used for such Agreement is specified in the
GDC Security Guidelines. Each Worker performing work on-site must present a
copy of an executed Network Access Security Agreement to Company’s on-site contact
prior to beginning work.


 


In addition, the Contractor
will undertake to:


 


(a)           prohibit and prevent
unauthorized dial-in access to the Contractor LAN;


 


(b)         ensure all connections to
the Company network are done on isolated lines on which Internet access is not
allowed;


 


(c)          control and audit
physical access to any GDC building as well as to the wiring closets of any GDC
building;


 


(d)         ensure data encryption is
performed in conformance with applicable laws and GE’s Data Classification
Guidelines (part of GE Security Guidelines);


 


(e)          orient every Worker on
the Company security requirements before they are assigned to work on a Company
Task Order (or) provided access to company’s resources;


 


(f)            ensure that any
exceptions around usage of USB drives (USB drives are not approved for data
storage/transfer within GDC/Company sites) are approved by the appropriate
authorized official (the Security Leader associated with the Entity) along with
a clear business case explaining the need;


 


(g)         ensure the security of
Company Data that exists, in any form, whether electronic (access controls,
safeboot encryption for mobile devices) or printed (lock & key). The
Company may set guidelines from time to time for ensuring that Company data is
secure;


 


(h)          implement application
security as per GE guidelines and monitor/test adherence to the name as a part
of its delivery on every Task Order;


 


(i)             Implement data
classification as per GE guidelines and monitor/test adherence to the same as a
part of the internal audits;


 


(j)             Ensure that backup and
archival of Company data (inclusive of deliverables) is as per business-specific
requirements; control and audit compliance to backup and archival as per
requirements and classification guidelines;


 


(k)          Implement adequate
controls to ensure that no resources (inclusive of data storage devices, backup
devices, network devices, servers, printers and the like) allocated on the
Company engagement are shared on assignments/engagements that are not specific
to the Company;


 






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(l)             Ensure that Network
scans are carried out every week; reduce the patching cycle time to 7 calendar
days;


 


(m)       ensure that any and all
equipment installed by the Contractor with the agreement of the Company adheres
to the Company’s standards; ensure monthly review and compliance to
Company-wide end point and network security program (emergency patches, monthly
security metrics, security initiatives such as disk encryption, personal
firewall and antivirus);


 


(n)         Adhere to the GDC
Security Guidelines maintained by the Company, a copy of which will be made
available to the Contractor and updated by the Company from time to time; and


 


(o)         Implement, monitor and
enforce prudent security measures and allow the Company to audit such security
measures.


 


Upon advance written notice by
the Company, the Contractor shall allow the Company to audit all security
methods and measures undertaken by the Contractor during the regular working
hours of the Contractor, with each party paying its own costs and expenses
associated with the audit. All such methods and measures are subject to the
approval of the Company. The Contractor shall be responsible for ensuring
consistency of its security operations, proactive monitoring and mitigation of
all vulnerabilities across all its GDC Sites.


 


BCP/DRP


 


4.25                           The Contractor shall have an
actionable Business Continuity Plan (“BCP”) and Disaster Recovery Plan (“DRP”)
place for each GDC location, and the Contractor shall ensure that such plans are
in compliance with the BCP” and DRP Requirements stated in the GE GDC
Guidelines. The Contractor shall designate a Crisis Management Leader (as
defined in Company’s standards on BCP and DRP) and also ensure that BCPs and
DRPs are updated at least monthly. The Contractor shall also ensure that the
BCPs and DRPs are tested for completeness, applicability and robustness once
every quarter (at a minimum) or as specified in the Task Order. If (i) Contractor is in full compliance with this
Section 4.24; (ii) an act or event beyond the reasonable control of and not the
fault of Contractor nevertheless prevents Contractor from performing its
obligations under this Amendment, and (iii) Contractor within ten (10) business
days after becoming aware of the occurrence of such event, gives Company
written notice describing the particulars of the occurrence, including an
estimation of its expected duration and  probable
impact on the performance of Contractor’s obligations, and thereafter continues
to furnish timely regular reports with respect thereto during the continuation
of the event and the effects thereof; then Contractor’s performance of
obligations affected by the event are suspended, provided that such suspension
of performance shall be of no greater scope and of no longer duration than is
reasonably required by the event.


 


4.26                           The Contractor shall ensure
that periodic backup of all data related to conduct of work under this
Amendment are maintained to enable business continuity and disaster recovery. Data
retention beyond the duration of the engagement must be in compliance wish
Company procedure (12 months) unless otherwise stated explicitly in a Task
Order. Such backup data shall be taken and stored securely with the required
data classification and access control norms established in collaboration with
the appropriate authorized personnel from the Entity responsible for the Task
Order. In case of Termination of Engagements, the backup data thus stored
securely must be delivered to the Company.


 


4.27                           In addition to the site
specific BCP and DRP, the Contractor shall also undertake responsibility
for defining (in collaboration with Company) and maintaining application / project / resource level


 






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continuity and recovery plans based on task-order
specific requirements. The Contractor shall be responsible to ensure that the
scope and level of continuity and recovery applicable to each Task Order in
well defined. As in the case of the Site BCP/DRP, the Contractor shall be
responsible for maintaining the current applicability of the plan and testing
the completeness, robustness and applicability/viability of the plans for 100%
of the critical work executed from the GDC location. Specific Task Orders may
also require the Contractors to focus on resource level backup plans to
mitigate resource contingency scenarios.


 


The Contractor will ensure that the BCP/DRP and
test results (location-specific and application-specific) are available
for verification and audit by the Company. The Contractor further undertakes
responsibility for orienting all its Workers (100% Coverage) on the BC/DR
procedures to be followed in the case of a crisis.


 


5.              OTHER CONTRACTOR RESPONSIBILITIES


 


Use of
Subcontractors


 


5.1                                 The Contractor is
permitted to use its Controlled Entities as the sub-contractors under this
Amendment. In all other cases, the Contractor will explicitly declare and seek
approval from the Company for use of subcontractors.


 


5.2                                 The Contractor will
ensure that the Workers who are employees or agents of the sub-contractors, are
bound by all terms and conditions of this Amendment, including, without
limitation, those contained in Sections 3.16, 8 and 11. The Contractor holds the Company free of liability arising out of
the Contractor’s relationship with its sub­contractors or its Workers.


 


5.3                                 The Contractor shall
ensure that no Company asset shall be moved to any Sub-contractor facility,
unless such move or transfer is explicitly approved in the Task Order.


 


Contractor’s
quality certification


 


5.4                                 The Contractor shall
produce all Deliverables in strict accordance with this Amendment and any Task
Order. All Deliverables shall be produced promptly, with a
high degree of care, skill, diligence, professional knowledge, judgment,
and expertise according to sound work practices and professional and
international industry standards, in a well-managed, organized, responsive,
workmanlike and efficient manner. All Deliverable provided by the Contractor
shall be subject to the acceptance test / approval of the Company.


 


5.5                                 The Contractor is
responsible for ensuring that its Workers are fully trained in Industry Quality
Practices and are aware of the Contractor’s implementation of the same. The
Company shall assess the Contractor’s Quality Level based on the quality of the
Workers, Deliverable und the maturity of the process used by the Contractor to provide
Services and Deliverables to the Company.


 


5.6                                 The Contractor
undertakes to integrate its Lean Six Sigma practices into its core delivery and
support processes so as to provide the Company with measurable productivity in
performance of work in connection with this Amendment.  The Company may choose to specify
requirements around Green-Belt/Black-Belt Certification as a part of a Task
Order.


 


5.7                                 The Contractor shall
be responsible for imposing applicable quality assurance requirements on
Subcontractors.


 






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5.8                                 The Contractor
acknowledges and agrees that its compliance with the terms and conditions of
this Amendment is critical to the Company and the Contractor undertakes, as the
Company may request from time to time, to provide in a timely and consistent
manner to the Company the following:


 


(a)          Accurate data and
metrics regarding the Contractor’s performance around its Workers (on Time and
Materials Task Orders and other engagements where explicitly required by the
business) — including (but not limited to) Billable Headcount non-billable
Headcount, Relevant work experience Data, Rotation Plans, Training Plans, Unplanned
Attrition;


 


(b)         Accurate data and metrics
regarding Contractor’s performance on Project Engagements - including (but not
limited to) Effort Estimates, Actual efforts being expended, project risk
mitigations, productivity planned vs actual, quality, delivery timelines
(planned vs actual), defects prevented, requirements met;


 


(c)          Accurate data and
metrics related to Contractor’s performance on Operational aspects of the
engagement - including but not limited to Company Customer
Satisfaction scores, Security Metrics:, Network Performance & Availability,
BCP/DRP Performance, Background Checks, Co-employment Risks, Company-provided
Asset Management, Audit Performance and any other compliance requirements that
may be included by the Company;


 


(d)         Audited annual financial
statements of the Contractor;


 


(e)          Subject to the approval
of the Contractor’s external customer and Contractor confidentiality
obligations to such external customer, the Contractor will provide
data/measures from internal (to Contractor) Audit Reports, external Customer
satisfaction surveys carried out by the Contractor and any other such measures
that may be identified by the Company from time to time; and


 


(f)            any other data or
metrics that may be reasonably required by she Company.


 


The Company may specify common
set of metrics and a minimum target level for each of the metrics. Businesses
may choose to monitor additional metrics and/or may change the minimum targets around
the metrics specified by the Company with the consent of the Contractor and
incorporated through means of a Change Order. The Contractor would be monitored
for compliance on timelines, completeness and accuracy of the reporting, which
could be carried out either manually or through digitization or, a combination
of these efforts.


 


Digitization


 


5.10                           The Contractor undertakes to
provide such data and metrics through the use of automated tools and technology
that the Company may require to be used, presenting such data in a style,
format, manner or frequency as desired by the Company. Wherever the Company
mandates the use of digitized tools for managing the GDC Program, the
Contractor shall consider the same and after mutual agreement commits to
purchase and use such tools. The Parties shall mutually decide which of the
Parties shall bear such related costs. In order to encourage use of tools,
wherever possible in its discretion, the Company will support and facilitate
the purchase and development of such tools.


 






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Leverage


 


5.11                           The Contractor will support
in good faith the Company’s initiative to increase the ratio of work executed
out of GDC location at Low Cost Countries. Unless otherwise agreed in a Task
Order, at least [[[***]]] of all effort provided on a Task Order shall be
executed from the GDC Location at Low Cost Country.


 


Labor permits
and licenses


 


5.12                           The Contractor acknowledge
and agrees that it is solely responsible for procuring and keeping effective
all necessary permits and licenses required in connection with the Contractor’s
performance of this Amendment and any Task Orders, including, without
limitation, processing and procuring all necessary visas and passport documents
for its Workers in advance of their assignment in connection with a Task Order. The Contractor will obtain all such
permits, licenses, and visas in a timely manner so as to avoid any undue delay.


 


Compliance
with Laws


 


5.13                           The provisions of Section 15
of the MSA shall govern the rights and obligations of each Party in regard to
compliance of laws by Contractor in regard to Services.


 


Material Non-Public
Information


 


5.14                           In connection with its work
for the Company, the Contractor or its sub-contractors and/or its Workers may
be exposed to material non-public information (“MNPI”), The Contractor
acknowledges and understands that improper use of MNPI may be a violation of
law, including the laws concerning insider trading, and may subject it and its
employees to prosecution, civil liability, fines and criminal penalties. If the
performance of any Task Order requires or permits the Contractor or its Workers
to have access to MNPI, the Contractor agrees to abide by the requirements of
the Company and its Affiliate issuing such Task Order for the prevention of
illegal or inappropriate disclosure of, or trading on, such MNPL Preventive
measures may include training for the Contractor and its Workers, restrictions
on trading in certain securities by the Contractor and its Workers, or both.
Any such retirements shall be set out in the relevant Task Order.


 


Disclosure


 


5.15                           As long as disclosure will
not cause the Contractor to violate any Securities and Exchange Commission
rules or regulations, or similar applicable laws, the Contractor shall notify
Company of any actual change in its ownership or financial status during the
term of this Amendment,


 


Company Knowledge


 


5.16                           The Contractor shall be
responsible to ensure that the Company specific project/application
data/documentation/details are stored in the Company Knowledge Management
repository, or where such a repository is unavailable, in the GE GDC Knowledge
Management Portal; the same shall not be transferred to the Contractor’s Knowledge
Repository without prior approval from the appropriate Company official.


 


5.17                           If the Company terminates a
Task Order pursuant to Section 1 2.4 of this Amendment, the Contractor will
complete the necessary knowledge transfers to the Company or to a party
designated by the Company. Such a knowledge transfer shall be executed as per
the terms of this Amendment at costs negotiated with the Company and shall be
deemed ‘complete’ once the


 






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transition has been signed-off by the
appropriate Company authority. Nothing contained in this section shall reduce
the Contractor’s obligations under this Amendment.


 


6.             AUDIT RIGHTS


 


6.1                                 The provisions of
Section 10.2 of the MSA shall govern the rights of obligations of each Party in
regard to Audit of the Contractor.


 


7.             OTHER COMPANY RESPONSIBILITIES


 


The  Company will:


 


7.1                                 Provide consistency
between overall strategy and the plans and operational requirements associated
with the projects entered into with  the
Contractor.


 


7.2                                 Work with the
Contractor to ensure that operational  requirements
are consistent with the Contractor’s  capabilities
and resources.


 


7.3                                 Cooperate  with the Contractor to perform Services
and create an environment where success can be achieved.  Support training the Contractor team in the
Company technical areas, standards and processes.


 


7.4                                 Ensure appropriate
facilities and infrastructure at the Company sites to support the Contractor’s
Company on-site personnel, consistent with and subject to Sections 3.17, 4.0,
8, 11 and all other provisions of this Amendment.


 


7.5                                 Where appropriate,
provide the Contractor with access to the Company’s host environments to
support projects, including providing access to Company’s environment/equipment
required for training, consistent with and subject to Sections 3.17, 4.0, 8, 11
and all other provisions of this Amendment.


 


7.6                                 Where appropriate,
consider opportunities to sub-license, or loan, for the term of this Amendment
at no cost to the Contractor any hardware, software, case tools etc. that the
Company uses to enhance productivity (to the extent permitted by the relevant
product licenses) so as to assist usage of common “best practices” in the
development of personnel of the Company and the Contractor, consistent with and
subject to Sections 3.16, 4.0, 8, 11 and all other provisions of this
Amendment.


 


7.7                                 Where appropriate,
make available staff resources, with specific identified expertise as needed,
and on a timely basis, to support the Contractor.


 


7.8                                 Specify performance
responsibilities of the Company, which are not part of the Contractor’s
Services.


 


7.9                                 Deliver necessary
data, forms and documents to support work under this Amendment, consistent with
and subject to Sections 3.16, 4.0, 8, 11 and all other provisions of this Amendment.


 


7.10                           Define acceptance criteria,
test and certify work under Task Orders for acceptance.


 






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7.11                           Facilitate, cooperate and
support the Contractor as may be reasonable, including conducting, reviews
audits and meetings,


 


7.12                           Procure such software and
licenses and keep current the same, which are agreed under a Task Order to be
provided by the Company.


 


8.             INTELLECTUAL PROPERTY


 


8.1                                 The provisions of
Section 13 of the MSA shall govern the rights and obligations of each Party in
regard to Intellectual Property.


 


8.2                                 Additionally the
Contractor will cause Subcontractors and Workers to sign a Secrecy and
Inventions Agreement using the form specified by the Company in the GDC
Security Guidelines, attached as Addendum C to this Amendment, which form may be
updated by the Company from time to time. Upon the earlier of Company’s
request, with reasonable notice, or at the time the first Deliverable is due
under a Task Order, Contractor will present to Company signed Secrecy and
Inventions Agreements from all Subcontractors and Workers providing or to be
providing Services under the Task Order.


 


8.3                                 The Contractor agrees
to assign, and shall cause  its Workers and subcontractors to
assign to the Company, pursuant to the form of Assignment attached as Addendum
C-1 to this Amendment (the “Post Development Assignment”), all rights,
if any, that any of them may have in any Deliverable or other item of
Intellectual Property. The Contractor shall deliver executed copies of the Post
Development Assignment as required by this Section 8.1 upon the earlier of the
Company’s request or at the completion of the Task Order to which the
Deliverable or other Intellectual Property relates.


 


8.4                                 The Contractor may not
transfer from one Company Affiliate to another or expand the use of any
software application of a Company Affiliate to another Company Affiliate
without the written approval of the Company Affiliate that provided the
software application to the Contractor.


 


8.5                                 The Contractor agrees
to obtain (a) an agreement in writing from each of its subcontractors
containing all commitments required by this Section 8, and (b) signed Secrecy
and Inventions Agreements and Post Development Assignments from all the
Workers, for the benefit of the Company, its subsidiaries and affiliates and
their respective licensees and assignees.


 


Use of Third
Party Copyrighted Material and Intellectual Property


 


8.5                                 (a)     The Contractor warrants and represents that
no Deliverable or other item of Intellectual Property shall contain or use any
article, equipment, material, invention, mark, name, diagram, drawing, design,
apparatus, process, or work of authorship (including computer programs and
documentation), or any other component that is subject to a patent, copyright,
trademark, proprietary interest, or other intellectual property of a Third
Party (“Third Party IP”) unless Contractor:


 


(i)                                     Notifies
the Company sufficiently in advance of any use of such Third Party IP in
connection with a Deliverable so that the Company may object to such use if it
so desires;


 


(ii)                                  has
acquired a perpetual, worldwide and irrevocable license to use, execute,
reproduce, display, perform, distribute, modify and prepare derivative works
of, transfer, license


 






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to third parties and otherwise fully exploit
the Third Party IP as a part of the Deliverable, and further has the right to
license or assign such rights to the Company with no restrictions on sublicensing
or assignment by the Company;


 


(iii)                               agrees
to license or assign its license to such rights to the Company, and executes
and delivers such license or assignment to the Company; and


 


(iv)                              represents
that the Company’s use or exploitation of the Deliverable is in no way limited
by the incorporation or use of such Third Party IP in connection with such
Deliverable.


 


(b)         The defined term “Third
Party IP” shall not include any software or source or object code that is “open
source” including but not limited to software or source or object code that is
subject to the GNU General Public License, the BSD license or other similar “public”,
“open” or “free” software license (“Open Source IP”). No Open Source IP
shall be used as a component of or in relation to any Deliverable without the
prior written instruction of the Company specifically directing that such Open
Source IP be used.


 


(c)          The Contractor
represents and warrants that no Deliverable or component thereof nor the use of
any Deliverable by the Company as contemplated in this Amendment or any
applicable Task Order will infringe upon any patent, copyright, trade secret or
other intellectual property right of any third party.


 


(d)         For the purposes of this
Section 8.5, the term Third Party IP shall include Deliverables or other items
of Intellectual Property developed for and owned by the Company that the
Contractor seeks to incorporate into the Services or Deliverable of a Company
Affiliate. Where such Company-owned Third Party IP is to be used in the
Services or Deliverables, the Contractor shall adhere to the terms of this
Section 8.5.


 


9.             WARRANTIES


 


9.1                                 The Contractor
represents, warrants and covenants  that:


 


(a)          Any and all Deliverables
shall at the time of delivery and acceptance conform to the applicable
specifications; shall be free from any error, malfunction, or defect; shall be
fit for any particular purpose for which the Deliverable is developed and of
which the Company advises the Contractor; and, if intended to serve as one or
more components of an associated system, program, device, network or data, such
Deliverable shall comply with the warranties and other requirements of this
Amendment (including, without limitation, this Section 9.1(a)) when integrated
or used with such associated system, program, device, network or data, which it
shall not adversely impact.


 


(b)         Other than any disabling
code or lock required as part of the specifications, no security device,
program routine, device, code or instructions (including any code or instructions
provided by third parties) or other undisclosed feature, including, without
limitation, a time bomb, virus, software lock, drop-dead device, digital rights
management tool (including without limitation so-called DRM root kits),
malicious logic, worm, Trojan horse, trap door, or other routine, device, code
or instructions with similar effect or intent, that is capable of accessing,
modifying, deleting, damaging, disabling, deactivating, interfering with,
shutting down, or otherwise harming any software, computer, network,
Deliverable, data or other electronically stored information, or computer
programs or systems (collectively, “Harmful


 






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Procedures”) is or
shall be incorporated into any Deliverable or otherwise introduced by or
through the Contractor into any Company software, computer, network, data or
other electronically stored information or computer program or system (any of
them, a “Harmful Event”). Such representation and warranty does not
apply if such Harmful Procedures or Harmful Events are authorized by the Company
in writing by its CIO to be included in the Deliverable.


 


Without limiting any other of the Company’s
remedies, the Contractor agrees to notify the Company immediately upon
discovery of any Harmful Procedure or Harmful Event that has occurred or is
reasonably suspected, and, after consultation with the Company, the Contractor
agrees to take action immediately, at its own expense, to identify and
eradicate (or to equip the Company to identify and eradicate) such Harmful
Procedures and carry out any recovery necessary to remedy any impact of any
Harmful Procedures. The Contractor hereby expressly waives and disclaims any
right or remedy it may have at law or in equity to, and agrees that in any
event it shall not, de-install, disable or repossess any Deliverable by means
of any Harmful Procedure for any reason including, without limitation, in the
event the Company fails to perform any of its obligations under this or any
other Agreement.


 


(c)          No Contractor
proprietary materials will be included with any of the Deliverables, except to
the extent provided in Section 8 of this Amendment.


 


(d)         The Company shall have
good title to all Deliverables and other Intellectual Property free of the
claim of any third person, including, without limitation, by way of infringement
or misappropriation. No person holds a claim to or interest in any Deliverable
that could interfere with the Company’s use or enjoyment of its title to and
interest in any Deliverables.


 


The Contractor’s performance
under any and all Task Orders shall be deemed to constitute a confirmation that
each of the above representations, warranties and covenants is true and correct
in sill material respects.


 


9.2                                 The Contractor will
provide warranty support at no cost to the Company for a period of [[[***]]] from
acceptance of the Deliverable. However, if a specific warranty period is
mentioned in any Task Order, that period will be the applicable warranty
period.


 


9.3                                 Warranty work will be
performed on mutual agreement, either on site or off site, depending on the
nature of the work being conducted. Contractor’s obligations under this Section
9.3 may be waived only by written instruction of the Company.


 


9.4                                 Subject to the
limitation of liability set forth in Section 10.2 below, the Contractor’s
liability for breach of or failure to conform to the warranty contained in
Section 9.1(a) is limited to the remedies below, which are cumulative and are
at the Company’s option:


 


(i)                                     If
such breach or failure occurs within the warranty period, and the Company
notifies the Contractor of such defect or failure to conform, the Contractor
shall, at the Company’s option, either promptly correct any non-conformity or
defect, or promptly replace the defective item with an item free from detect or
nonconformity, in each case at the Contractor’s expense. As appropriate, defect
and non-conformity may be further defined in specific Task Orders.


 


(ii)                                  if
in Company’s judgment the Contractor may be unable to provide the Company with
conforming and non-defective Deliverables within a time period suitable to the
Company, then, upon notice from the Company, the Contractor will pay to the


 






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Company the cost of repairing or replacing
(at the Company’s option) such Deliverables and Services.


 


(iii)                               the
Contractor shall pay to Company the Company’s direct damages resulting from the
breach of Section 9.1(a) to the extent not otherwise compensated or mitigated
in paragraphs (i) and (ii) of this Section 9.4.


 


The warranty provided in
Section 9.1(a) of this Amendment shall not apply to the extent, but only to the
extent, that the Contractor’s breach of Section 9.1(a) is due to:


 


(a)          use by the Company of a
superseded or altered release of some or all of the Deliverable where the
Contractor has notified the Company in writing that the Deliverable contains
infringement issues and that such infringement issues would be avoided by the
Company using the current or modified release of the Deliverable to the extent
that the alleged infringement results from such use or features;


 


(b)         the combination,
operation, or use of some or all of the Deliverables or any modification
thereof furnished under this Amendment with information, software, specifications,
instructions, data, or materials not approved by Contractor in writing or
contemplated and/or authorized by relevant specifications, Task Orders, or
documentation;


 


(c)          the Deliverables having
been tampered with, altered or modified by the Company or anybody on its behalf
without the permission or authorization of Contractor or as contemplated and/or
authorized by relevant specifications, Task Orders, or documentation; or


 


(d)         use of the Deliverables
otherwise than in accordance with the relevant documentation and otherwise than
for the purposes for which they have been developed or supplied, or as
contemplated and/or authorized by relevant specifications, Task Orders, or documentation.


 


The warranties expressly and specifically
provided in this Amendment by the Contractor are in lieu of warranty of
merchantability and/or warranty of fitness for intended purpose.


 


9.5                                 The Contractor shall
be liable for any and all damages caused by breach of the warranties contained
in Sections 9.1(b), (c) and (d). The Contractor shall not be liable for
exemplary, punitive, consequential, indirect or incidental damages arising out
of or in connection with any breach of Section 9.1(a) of this Amendment. This exclusion
shall apply only to damages resulting solely from the Contractor’s breach of
Section 9.1(a) and not to damages resulting from any other breach by the
Contractor.


 


10.          INDEMNITY AND INSURANCE


 


The provisions of Section 18
and 19 of the MSA shall govern the rights of obligations of each Party. However,
provisions of Section 18.6 of the MSA shall not apply to this Amendment.


 


Work on
Premises


 


10.1                           Workers who work on the
premises of the Company or a customer of the Company will comply with all
applicable site rules and regulations, and the Contractor will take all
necessary precautions to prevent injury to persons or property during the
performance of Services and work under this Amendment. The Contractor specifically
and expressly agrees to defend, indemnify and hold harmless and reimburse, at its
own expense, the Company, its directors, officers, employees,


 






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agents, representatives, successors and
assigns (each an “Indemnified Party”) against any and all loss, damage, suits,
liability, claims, demands, costs, judgments, fines, penalties, expenses, and
attorneys’ fees and disbursements (“Liabilities”) resulting from injury or
harm to persons or property, including claims of the Contractor’s own Workers, arising
out of or in any way related to the Contractor’s performance under this Amendment,
and the Contractor shall indemnify, hold harmless, and reimburse the Company
with respect to such Liabilities as such Liabilities are incurred. The
Contractor’s activities shall be deemed to include those of its Workers,
officers, agents and Subcontractors. In claims made by a Workers of the
Contractor or a Subcontractor (or anyone directly or indirectly employed by
Contractor or Subcontractor or for whose acts Contractor or Subcontractor may
be liable) against any Indemnified Party under this section, the Contractor’s
indemnification obligation shall not be limited by a limitation on amount or
type of damages, compensation, or benefits payable by or for the Contractor or
a Subcontractor under workers’ or workmen’s compensation acts, disability
benefits acts, or other employee benefit acts. 
The purchase of insurance by the Contractor with respect to its
performance hereunder shall in no event be construed as fulfillment or discharge
of its indemnification obligations under this Amendment. None of the foregoing
provisions shall deprive the Company of any action, right, or remedy otherwise
available to it at law or in equity.


 


Limitation on
Liability


 


10.2                           Subject to the liability cap
set forth in Section 20.2 of the MSA, the liability of the Contractor and the
Company to each other for any claims under this Amendment, however, characterized,
shall be limited to an amount equivalent to [[[***]]] the fees billed under the
Task Order from which the damages arose. This limit does not apply to any
claims or breaches that arise or are alleged to arise under Section 8, 10,
and/or 11, or the fees payable by the Company under this Amendment or Task
Orders or claims for personal injury or death or damage to real estate or
personal property for which the Contractor or the Company, as the case may be,
is or may be legally responsible. Further, this limit does not apply where a
Party, its employees, directors or officers, incur a claim or liability by
reason of any statutory or regulatory non-compliance by the other Party.


 


11.          CONFIDENTIALITY


 


11.1                           The provisions of Section 21
of the MSA shall govern the rights and obligations of each Party in regard to
confidentiality.


 


11.2                           The provisions of Section 16
of the MSA shall govern the rights and obligations of each Party in regard to
processing of Personal Data.


 


12.          TERMINATION


 


12.1                           Either Party may terminate
this Amendment on ninety days prior written notice to the other Party except
that any such termination shall be effective as to an ongoing assignment
specified in a Task Order only when the minimum term for such ongoing assignment
is completed. Sections 3.12, 3.15, 8, 10 and 11 of this Amendment shall survive
any expiration or termination of this Amendment. If either Party terminates
this Amendment pursuant to this Section, the Contractor shall, at the Company’s
discretion, continue to provide the Services to the Company for a period of up
to six months subject to the terms of this Amendment. Both the Parties will use
their best efforts to ensure smooth and efficient transition of all work to the
Company or any new contractor or contractors designated by the Company.


 






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The Contractor hereby waives
any and all claims for additional compensation or charges (including any claim
for lost profits), as a result of any termination and the Contractor hereby
agrees that its sole remedy hereunder shall be to receive compensation in
accordance with this Section.


 


12.2                           If either Party terminates
this Amendment pursuant to Section 12.1, then promptly upon the expiration of
the ninety days notice period and at such reasonable time as may be necessary
for orderly transition, the Contractor will deliver to the Company all documents,
document drafts, work papers, notes, and charts of any description, including
electronic media, furnished or made available by the Company or produced by the
Contractor in the course of work effort pursuant to this Amendment and retain no
copy and shall certify same to the Company. The Contractor shall also return to
the Company any equipment it may have received from the Company under the terms
of Section 4.5 of this Amendment. Notwithstanding anything contained herein,
the Parties may separately provide in a Task Order for termination of such Task
Order in accordance with terms specifically agreed upon by the parties for that
Task Order.


 


12.3                           Except for termination based
on Sections 5.13 of this Amendment, upon termination, all amounts payable by
the Company to the Contractor for Services rendered (including parts thereof)
up to the effective date of termination, shall be paid by the Company.


 


12.4                           The Company may terminate
any Task Order on ninety days prior written notice to the Contractor. Notwithstanding
the foregoing, the Company may terminate a Task Order on thirty days prior
written notice to the Contractor where such Task Order’s duration is less than
twelve months.


 


13.          GOVERNING LAW


 


13.1                           This Amendment, its
validity, performance, construction and effect shall be governed by the laws of
the State of New York, United States of America, excluding its conflict of laws
rules. The laws of the United States of America shall govern issues involving
the creation, protection, or exercise of rights in Intellectual Property.


 


14.          DISPUTE RESOLUTION


 


14.1                           The provisions of Sections
22.5 and 22.6 of the MSA shall apply to in relation to resolution of disputes
between the Parties.


 


15.          PENALTIES


 


15.1                           The Company reserves the right
to define and manage Task Order specific service levels, including, but not
limited to, provisions on network security, among other service requirements.
The Task Orders may explicitly state service levels and penalties for failure to
meet such service levels. Failure to meet the service levels in a Task Order,
may at the Company’s sole discretion, result in the penalties outlined under
such Task Orders.


 






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16.          GENERAL


 


Assignment


 


16.1                           The provisions of Section 22
of the MSA shall apply to the rights and obligations of both Parties under this
Amendment.


 


Authority for
Amendment


 


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


 


Effect of
Amendment


 


16.3                           All the terms and conditions
of the MSA specifically referred to in this Amendment shall apply to the
Parties. Except as specifically amended hereby, the MSA, and all terms
contained therein, remains in full force and effect, The MSA, as amended by
this Amendment, constitutes the entire understanding of the Parties with
respect to the subject matter hereof. It is further clarified that in the event
of any conflict or inconsistency between the terms and conditions of this
Amendment and the terms and conditions of the MSA, the terms and conditions of
this Amendment shall prevail.


 


16.4                           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 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.


 


IN WITNESS
WHEREOF, the parties have executed this Amendment.


 


	
  GENERAL ELECTRIC COMPANY

  	
   

  	
  Genpact International, Luxembourg,

  Hungarian Branch

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
  Date:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence of:

  	
   

  	
  In the presence of:

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 






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ADDENDUM A


 


Fees and Payment


 


All fees,
pricing, rates and payment details are contained in this Addendum A to the
Amendment.


 


A.1                             The Contractor should predominantly
engage with the Company through Fixed Price engagements as defined in Section 2.2
of this Amendment. On a quarterly basis, Contractor should share with Company
their plans of achieving a target of [[[***]]] of Contractor and Company
engagements being Fixed Price.


 


The Company shall bid those few
engagements that need to be on Time and Materials on a project-by-project basis.
Unless otherwise agreed in advance by the Company, the terms of bids submitted
by Contractor for Time and Materials engagements are inclusive of all overhead
costs (including, without limitation, communication and networked desktop PCs
with standard software (such as MS-DOS, Windows and Terminal emulation
software)), all payroll taxes, employee benefits, training, travel and living,
supplies, administration, insurance and other expenses or costs of any nature
and all the Contractor equipment. The Company shall bid those few engagements that
need to be on Time and Materials on a project-by-project basis. Unless
otherwise agreed in advance by the Company, the terms of bids submitted by
Contractor for Time and Materials engagements are inclusive of all overhead
costs (including, without limitation, communication and networked desktop PCs
with standard software (such as MS-DOS, Windows and Terminal emulation software)),
all payroll taxes, employee benefits, training, travel and living, supplies,
administration, insurance and other expenses or costs of any nature and all the
Contractor equipment. Prices are exclusive of all taxes that may be levied or
assessed on these services outside of the home jurisdiction of the GDC (such as
sales, use, excise, value added or taxes based on the Company’s income) that
shall be the responsibility of the Company to pay. Any taxes on these services
that may be levied or assessed in the home jurisdiction of the GDC shall be the
responsibility of the Contractor to pay.


 


Task Orders


 


A.2                             Each Task Order will specify the
payment terms applicable to that Task Order.


 


A.3                             Task Orders issued pursuant to this
Amendment shall set out a fixed price or an appropriate estimate of person
years to complete projects. If the Contractor takes less than the estimated
person years on a fixed price project because of efficiency or productivity
gains, no credit accrues directly to the Company on that project.


 


A.4                             If the Contractor takes more than
the estimated person years on a fixed price project because of poor estimation
or loss of productivity through the Contractor’s inefficiency, or for any other
reason, the Contractor is solely responsible for the extra resources applied to
complete the project.


 


A.5                             If the delay in completion of
project is due to the Company, then the incremental charge beyond scoped
timeframe would be at the T&M rate defined in the Task Order for such a
situation.


 


Purchase Order


 


A.6                             All Task Orders must be associated
with a Purchase Order, at the time the Company places such Task Order with the
Contractor. The Contractor agrees that the Company is not obligated to make any
payment for services rendered before or without the placement of a Purchase
Order, unless she parties have expressly agreed otherwise.


 






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A.7                             The Company and the Contractor shall
hold meetings once or twice a year (timing consistent with other meetings) to
specifically review the pricing and Productivity Improvements (defined below) the
Contractor has implemented to ensure the Contractor’s competitive position in
the marketplace and to ensure that the Company’s contract with the Contractor
reflects the Contractor’s competitiveness.  Productivity Improvements include:


 


a                                          transaction improvements, measured
during any month as: (i) the increase in the volume of Services performed per
full-time Worker as compared to the prior month and (ii) the performance of a
fixed amount of Services utilizing fewer full-time Workers as compared to the
prior month; and


 


b                                         cost improvements, measured during
any year as  the
sum of the reductions in each of the following as compared to the prior year:
(i) direct and indirect material prices, (ii) overhead costs, (iii) the number
of management working hour, per Service and (iv) direct labor rates.


 


Invoices


 


A.9                             Company may, in each Task Order,
designate the form of invoice to be used by Contractor under that Task Order.
The Contractor agrees that any invoices submitted for payment to the Company
will include the following details, without which the Company is not obligated
to make payment of such invoices. Details required include but are not limited
to associated Company Purchase Order number, associated Task Order number,
detailed breakup of amount to be paid, date by which payment is due, details of
service provided, name of Company official placing Task Order, details of
applicable discount, if any, the Company entity that shall pay under the PO and
whether payment shall be made through the GE Accelerated Payment Program.


 


Currency


 


A.10                       To the extent permitted by applicable
law, Company may designate in any Task Order that payment will be made in the
currency of the jurisdiction from which the Task Order is issued. In such
cases, Contractor will bill Company monthly, converting the US Dollar contract
rate to local currency at the rate published in Financial Times of London on
the last Tuesday of the month in which work is performed. In all other cases. Contractor
will bill and Company will remit payment in US Dollars.


 


The Company can negotiate a Fixed
Price Contract with the Contractor in such currency as stated in the Task Order.


 


A.11              All Contractor invoices shall be delivered to
Company within !5 days of the Invoice Date, and must clearly identify the Task Order,
Purchase Order, or other Company authorization to which it applies. The Company
will not pay invoices older than 180 days unless a documented dispute
proceeding is ongoing.


 


A.12              All quotations in response to requests for
proposals to perform Task Orders issued pursuant to this Amendment shall
specify whether and which taxes, if any, are excluded from the quoted price,
and the amount of such taxes as to the knowledge of the Contractor.


 






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ADDENDUM B


 


The provisions
of Exhibit N of the MSA shall apply to this Amendment.


 


 






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ADDENDUM C


 


To be Signed by All Workers At Initiation of
Task Order


 


Secrecy and Inventions Agreement


 


All Contractor
and Subcontractor personnel who are assigned to perform work, services or tasks
for the Company are required to sign the following Agreement.


 


Dear                                                             :


 


You have been
assigned by                                                            (“Contractor”) to perform contract
services for General Electric Company, General Electric International, Inc, or
an affiliate or subsidiary of the foregoing (individually and collectively, the
“Company”). As a condition of Contractor’s engagement by Company, it is
a requirement that you agree (i) to hold in confidence information that you
learn about the Company as a result of your work, and (ii)  that the
results of your work will be owned by the Company.


 


This Agreement
is for the benefit of the Company.


 


1.                                       Conflict of Interest. You warrant that your work with
the Company will not in any way conflict with any obligations you may have in favor
of prior or other employers or in favor of other persons or entities. You
further warrant that, during the time you are providing services to the
Company, you will refrain from any other activities that would present a conflict
of interest with your work on behalf of the Company.


 


2.                                       Secrecy You agree to hold in confidence all
proprietary and confidential information that you obtain from, or as a result
of your work for the Company, or that you develop for the Company, and you
agree not to use for your own benefit or for the benefit of others, or disclose
to others, at any time during or after termination of your work for the
Company, such information without the prior written consent of the Company. You
also agree that you will not knowingly disclose to the Company any information
that is the secret, confidential, or proprietary information of any other
person or entity. Confidential information includes, but is not limited to, all
non-public information furnished or made available to you orally or in writing
in connection with your work for the Company or developed by you, such as data,
ideas, concepts, procedures, agreements, deliverables, notes, summaries,
reports, analyses, compilations, studies, lists, charts, surveys and other
materials, both written and oral, in whatever form maintained concerning the
business of the Company or the Company’s customers and/or vendors. Confidential
information also includes any personal data you may be furnished with or
exposed to in the performance of your work for the Company. Confidential
information excludes all information and materials that are or become publicly
available through means other than through the violation of an obligation of
confidentiality to the Company or any other party. Your obligation of
confidentiality shall continue in effect (a) for seven years following the date
you last provided services to the Company with respect to all confidential
information that is not a trade secret, (b) for as long as such confidential information
remains a trade secret under applicable law, with respect to confidential
information that is a trade secret, and (c) in perpetuity with respect to all
personal or customer data.


 


3.                                       Inventions. You agree that any work product
that you produce in providing services to the Company and any inventions,
developments, suggestions, ideas, innovations, concepts or reports conceived,
created, developed or discovered by you as a part or a result of your to the
Company (a “Development”) shall be the sole property of, the


 






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Company.
You agree to promptly notify the Company of any Development, and. if deemed
necessary or desirable by the Company, you agree to execute any documents
provided by the Company to convey or perfect ownership in any such Development
in the Company or its designee, including an assignment in the form attached to
this agreement or as otherwise provided. You agree to cooperate with the
Company, at the Company’s expense, in obtaining, maintaining or sustaining
patents or other intellectual property protection anywhere in the world with
respect to any such Developments. Should any such Developments be the result of
combined efforts with, or the invention of, any person or persons, other than
yourself, you will so inform the Company of this at the time you notify the
Company of the Development. Your obligations under this letter will survive any
termination of your agreement with the Company and any expiration or
termination of any Task Order or other agreement with the Company under which
you are performing services.


 


4.                                       Copyrights. You agree that all copyrightable
material that results from services performed by you for the Company shall belong
exclusively to the Company. If by operation of law any such copyrightable
materials are deemed not to be works made for hire, then you hereby assign, and
agree to assign in the future, to the Company the ownership of such materials
and the copyrights for the same. The Company may obtain and hold in its own
name copyrights, registrations, and other protection that may be available with
respect to such copyrightable material, and you agree to provide the Company
any assistance required to perfect such protection. You also
agree to waive any “artist’s rights”, “moral rights” or other similar rights
you might otherwise have in any copyrightable materials you develop during the
term of this Agreement.  To the extent
you cannot effectively waive such rights, you agree not to seek to enforce such
rights against the Company or any purchaser or licensee of such materials from
the Company.


 


5.                                       Employer-employee Relationship. 
In furnishing services to the Company under any Task Order or other
agreement between the Company and Contractor, you will not be an employee of
the Company and will not by reason of this agreement or the performance of your
services be entitled to participate in or receive any benefit or right under
any of it’s the Company’s employee benefit or welfare plans, including, without
limitation, employee insurance, pension, savings and stock bonus, and savings
and security plans.


 


6.                                       Governing Law. This agreement, its validity,
performance, construction and effect shall be governed by the laws of the State
of New York, United States of America, excluding its conflict of laws rules. The
laws of the United States of America shall govern issues involving the
creation, protection, or exercise of rights in Intellectual Property.


 


If the
foregoing terms are acceptable to you as a condition for performing services
for the Company, please indicate your acceptance by signing one copy of this
letter and returning it to us. You may retain the other copy for your
information and file.


 


Very truly
yours,


 


	
  Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 






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C-3

















 


Addendum C-l


 


For Execution By Contractors, Subcontractors
and Workers Upon Completion of a 

Task Order


 


Assignment of Rights


 


This is an
Assignment made on                             ,
200  , between                                 
(“Assignor” or “you”) and                                                                                                                               
(“Company”, “us” or “we”).


 


This
Assignment relates to any work product, invention, development, suggestion,
idea, innovation, concept or report conceived, created, developed or discovered
by Assignor in connection with services provided by Assignor to the Company
under Task Order        (the “Work Product”),
which Work Product may be more specifically described in Annex A to this
Assignment.


 


You represent
that you are the sole creator (or have noted other contributors below) of the
Work Product and that the Work Product is original and exclusive to the
Company, has not been previously sold in any form, is not in the public domain
and does not infringe upon any statutory copyright or upon any common law
right, proprietary right or any other right of any third party; that you have
not previously assigned, pledged or otherwise encumbered the same; and that you
have full power to enter into this Assignment and to make the transfer provided
for in this Assignment.


 


You hereby transfer
and assign to us any and all rights you might have in the Work Product,
including any right, title, and interest in and to the physical embodiment of
the Work Product and to any copyright or other intellectual property right in
the Work Product. You acknowledge that this transfer is in furtherance of your
[and your employer’s obligations] to the Company under prior agreements.


 


You hereby
agree to waive or in any case to not enforce any “moral rights”, “artist’s
rights”, or other similar rights, you might have in relation to the Work
Product.


 


You
acknowledge that this Assignment transfers complete ownership in the Work
Product, the copyright and any other intellectual property right in the Work
Product to the Company, and therefore forecloses your use, sale, authorizing
the sale by any third party of, reproducing, licensing or otherwise exploiting
the Work Product. This Assignment imposes no obligation on the Company to use
the Work Product.


 


This
Agreement, its validity, performance, construction and effect shall be governed
by the laws of the State of New York, United States of America and by the laws
of the United States, excluding its conflict of laws rules.


 


In Witness
Whereof, the parties have executed this Assignment on the day and year first
above written.


 


List of Other
Contributors, if any:                                                                                                            .


 






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TREATMENT REQUESTED.  CONFIDENTIAL
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C-4

















 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  GE:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


	
  STATE OF

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF

  	
  )

  



 


The foregoing
Assignment was acknowledged before me this                   
day of                     ,
        , by                                                       ,
[                            
of                               ].


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expires:

  	
   

  	
   

  
							



 


 


	
  STATE OF 

  	
  )

  
	
   

  	
  ) SS

  
	
  COUNTY OF

  	
  )

  



 


The foregoing
Assignment was acknowledged before me this                   
day of                      ,
        , by                                                       ,
                            
of                               .


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Commission Expires:

  	
   

  	
   

  
							



 






[[[***]]] CONFIDENTIAL
TREATMENT REQUESTED.  CONFIDENTIAL
PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.


 


	
   

  	
   

  	
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C-5

















 


ADDENDUM D


 


The provisions
of Exhibit L of the MSA shall apply to this Amendment.


 


 






[[[***]]] CONFIDENTIAL
TREATMENT REQUESTED.  CONFIDENTIAL
PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.


 


	
   

  	
   

  	
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D-1